Common use of Involuntary Termination by the Company without Cause Clause in Contracts

Involuntary Termination by the Company without Cause. The Board may terminate the Executive’s employment, as provided under this Agreement, at any time, for reasons other than death, Disability or for Cause (as defined in Section 6.5 hereof), by notifying the Executive in writing of the Company’s intent to terminate, at least thirty (30) calendar days prior to the effective date of such termination. Upon the expiration of the thirty (30) day notice period the termination by the Company shall become effective, and the Company shall pay and provide to the Executive the benefits set forth in this Section 6.4. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 at any time other than during a Change in Control Period, the Company shall continue to pay to the Executive his Base Salary then in effect for a period of twelve (12) full months following the effective date of such termination and shall provide to the Executive a continuation of his health and welfare benefits during such twelve (12) month period. If for any reason the Company is unable to continue health and welfare benefits as required by the preceding sentence, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump sum cash payment equal to the value of the benefits which the Company is unable to provide. Continuation of health benefits under this Section 6.4 will count against, and will not extend, the period during which benefits are required to be continued under COBRA. In addition, the Company shall make a prorated payment of the Executive’s Bonus for the fiscal year in which termination occurs, calculated based upon the performance of the Executive against the bonus criteria established by the Board for the Executive in effect through the end of the month immediately preceding the effective date of the termination, subject to the Board’s discretion to increase the amount of such prorated payment. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of each governing plan or program. The Company and the Executive thereafter shall have no further obligations under this Agreement after the effective date of termination, except as set forth in Sections 7, 8 or 9 hereof. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 during a Change in Control Period, the Executive shall be entitled to receive the payments and benefits set forth in Section 7.1 herein in lieu of those set forth in this Section 6.4.

Involuntary Termination by the Company without Cause. The Board At all times during the term of this Agreement, the Chief Executive Officer may terminate the Executive’s 's employment, as provided under this Agreement, at any time, for reasons other than death, Disability Disability, Retirement, or for Cause (as defined in Section 6.5 hereof)Cause, by notifying the Executive in writing of the Company’s 's intent to terminate, at least thirty (30) calendar days prior to the effective date Effective Date of such terminationTermination that is specified by the Company in the written notice. In addition, the Company's unilateral decision to refrain from renewing the term of this Agreement at the Expiration Date shall be deemed an involuntary termination without Cause. Upon the expiration Effective Date of the thirty (30) day notice period the termination by the Company shall become effectiveTermination, and the Company shall pay to the Executive an amount payable in equal monthly installments over the following twenty-four (24) months equal to the product of two (2) times both the Base Salary and provide the Executive's target Annual Bonus established for the fiscal year in which the Executive's Effective Date of Termination occurs. The Company shall also pay to the Executive the benefits set forth amount equal to a pro rata share of target Annual Bonus for the calendar year in this Section 6.4. Upon which the Effective Date of Termination occurs (the calculation by which the Annual Bonus is multiplied by a termination of the Executive’s employment by the Company pursuant to this Section 6.4 at any time other than during a Change in Control Periodfraction, the Company shall continue to pay to numerator of which is the Executive his Base Salary then number of full completed days in effect for a period the bonus plan year through the Effective Date of twelve (12) full months following the effective date of such termination and shall provide to the Executive a continuation of his health and welfare benefits during such twelve (12) month period. If for any reason the Company is unable to continue health and welfare benefits as required by the preceding sentence, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump sum cash payment equal to the value of the benefits which the Company is unable to provide. Continuation of health benefits under this Section 6.4 will count againstTermination, and will not extend, the period during denominator of which benefits are required to be continued under COBRAis three hundred sixty-five (365). In addition, the Company shall make continue, at the same cost to the Executive as existed as of the Effective Date, all health, welfare, and benefit plan participation for two (2) full years following employment termination provided that the applicable COBRA health insurance benefit continuation period shall begin as of the Effective Date of Termination. The Company shall also provide the Executive with outplacement services not to exceed a prorated payment cost of fifty thousand dollars ($50,000). a) Any unvested stock options or any outstanding restricted stock, excluding restricted stock grants issued under a performance based plan, that would become vested (that is, transferable and nonforfeitable) if the Executive remained an employee through the Term of this Agreement will become vested as of the date of the Executive’s Bonus for 's termination of employment. The Executive must satisfy the fiscal year tax withholding requirements described in which termination occurs, calculated based upon Section 10 with respect to the performance of the restricted stock. The Executive against the bonus criteria established by the Board for the Executive in effect will be credited with age and service credit through the end of the month immediately preceding Term of this Agreement for purposes of computing benefits under the effective date Company's pension, medical and other benefit plans, and the Company will continue the executive's coverage under the company's benefit plans as if the executive remained employed through the end of the termination, subject term of this agreement. Service credited to the Board’s discretion executive for purposes of the company's pension plans pursuant to increase this subsection (ii) shall be in addition to any service credited to the executive pursuant to section 5(c). Notwithstanding the foregoing, if the company determines that giving such age and service credit or continued coverage could adversely affect the tax qualification or tax treatment of a benefit plan, or otherwise have adverse legal ramifications, the company may pay the executive a lump sum cash amount that reasonably approximates the after-tax value to the executive of such prorated payment. Furtherage and service credit and continued coverage through the end of the term of this agreement, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions in lieu of each governing plan or programgiving such credit and continued coverage. The Company and the Executive thereafter shall have no further obligations under this Agreement after the effective date of termination, except as set forth in Sections 7, 8 or 9 hereof. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 during a Change in Control Period, the Executive shall be entitled to receive the payments and benefits set forth in Section 7.1 herein in lieu of those set forth in this Section 6.4Agreement.

Involuntary Termination by the Company without Cause. The Board Upon notice to the Vice President, the Company may terminate the ExecutiveVice President’s employment, as provided under this Agreement, employment at any time, time for reasons any reason other than death, Disability or for Cause and other than due to Disability (“Involuntary Termination Without Cause”). The Date of Termination shall be the date stated in such notice. (a) In the event of the Vice President’s Involuntary Termination Without Cause, which occurs prior to the occurrence of a Change in Control or an Asset Sale (each as defined in Section 6.5 hereof11.2) or after the conclusion of the Change in Control Employment Period (defined at Section 11.4), the Vice President shall receive the following payments and benefits: (i) The Company shall pay to the Vice President, in equal monthly installments over the twenty-four (24) month period following the Date of Termination, an amount equal to the product of two (2) times the sum of (x) the Vice President’s Base Salary and (y) the amount of the last Annual Bonus for the Vice President as determined by notifying the Executive Compensation Committee in writing accordance with the Annual Bonus Plan, regardless of the Date of Termination. (ii) The Vice President’s participation in the Company’s health, dental, and vision plans will end on the last day of the month in which the Date of Termination occurs. The Vice President may elect to continue coverage under the health, dental and/or vision plans for himself and his eligible dependents in accordance with the terms and procedures of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). If the Vice President elects COBRA coverage, the Vice President shall be responsible for remitting the COBRA premium to the Company (or to a COBRA administrator designated by the Company) in accordance with the terms of the Company’s intent to terminatehealth, at least thirty (30) calendar days prior to dental and vision plans and applicable COBRA requirements. If the effective date of such termination. Upon the expiration of the thirty (30) day notice period the termination by the Company shall become effective, and the Company shall pay and provide to the Executive the benefits set forth in this Section 6.4. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 at any time other than during a Change in Control PeriodVice President elects COBRA coverage, the Company shall continue reimburse the Vice President for a portion of the cost of such coverage until the end of the COBRA coverage period, up to pay a maximum period of eighteen (18) months. The amount of the Company’s reimbursement shall be equal to the Executive his Base Salary then in effect sum of (1) the amount the Company would have otherwise paid for a period such coverage if the Vice President had remained an active employee of twelve the Company, and (122) full months following the effective date of such termination and shall provide to the Executive a continuation of his health and welfare benefits during such twelve (12) month periodCOBRA administration fee. If for any reason the Company is unable to continue health and welfare benefits as required by the preceding sentenceVice President does not elect COBRA coverage, the Company shall either provide equivalent benefits have no obligation to the Executive or pay Vice President with respect to health, dental and vision benefits following the Date of Termination. (iii) The Company shall provide the Vice President with outplacement services not to exceed a cost of $25,000.00. (iv) The Vice President shall be entitled to his Accrued Obligations and a Pro Rata Actual Bonus. The Accrued Obligations provided under Section 7.2(b)(i) and (ii) shall be paid to the Executive Vice President in a lump sum cash payment equal within ten (10) days after the Date of Termination or as soon thereafter as may be practicable. The Accrued Obligations provided under Section 7.2(b)(iii) and (iv) shall be paid in accordance with the terms of the plan under which they are due. The Pro Rata Actual Bonus, if any, shall be paid to the value Vice President when annual bonuses are paid to other senior officers of the benefits which Company for such fiscal year. (v) The terms and conditions of the Company awards and agreements applicable to the Vice President’s outstanding stock options, stock grants, stock appreciation rights, performance-based grants, and all other forms of long-term incentive compensation, regardless of whether such compensation is unable to provide. Continuation equity or cash based, will govern the consequences of health benefits the termination of the Vice President’s employment under this Section 6.4 will count against, and will not extend, the period during which benefits are required to be continued under COBRA. In addition, the Company shall make a prorated payment of the Executive’s Bonus for the fiscal year in which termination occurs, calculated based upon the performance of the Executive against the bonus criteria established by the Board for the Executive in effect through the end of the month immediately preceding the effective date of the termination, subject to the Board’s discretion to increase the amount of such prorated payment. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of each governing plan or program. The Company and the Executive thereafter shall have no further obligations 7.5. (b) Amounts payable under this Agreement after the effective date of termination, except as set forth in Sections 7, 8 or 9 hereof. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 during a Change in Control Period, the Executive 7.5 shall be entitled to receive the payments and benefits set forth in Section 7.1 herein in lieu of those set forth in this Section 6.4any amounts otherwise payable under any severance plan or agreement covering senior officers of the Company. (c) In the event that the Company terminates the Vice President’s employment at any time for any reason (i) other than for Cause and other than due to Disability and (ii) after the Vice President has attained age 65 of higher, such termination shall not be deemed an Involuntary Termination Without Cause.

Involuntary Termination by the Company without Cause. The Board Company may terminate the Executive’s employment, as provided under this Agreement, at any time, for reasons any reason other than death, Disability Disability, Retirement, or for Cause (as defined in Section 6.5 hereof“involuntary termination without Cause”), by notifying providing the Executive in writing with at least forty-five (45) days written notice. (a) The Company’s decision not to renew this Agreement at the Expiration Date of the Company’s intent Initial Term or any Renewal Period shall be deemed an involuntary termination without cause; provided, however, that for purposes of this Article 7.4(a), no variation, alteration, modification, cancellation, change or amendment made to terminatethis Agreement pursuant to Article 12.3 or 12.4 at a time other than the Expiration Date of the Initial Term or any Renewal Period, at least thirty shall be deemed an involuntary termination without Cause. (30b) calendar days prior to the effective date of such termination. Upon the expiration Effective Date of Termination specified by the thirty (30) day notice period the Company for termination by the Company shall become effectivewithout cause, and the Company shall pay to the Executive, in equal monthly installments over the following twenty-four (24) month period an amount equal to the product of two (2) times both the Executive’s Base Salary and provide the Executive’s target Annual Bonus established for the fiscal year in which the Executive’s Effective Date of Termination occurs. The Company shall also pay to the Executive the benefits set forth in this Section 6.4. Upon amount equal to a termination pro rata share of the Executive’s employment target Annual Bonus for the fiscal year in which the Effective Date of Termination occurs (the calculation of which the Annual Bonus is multiplied by the Company pursuant to this Section 6.4 at any time other than during a Change in Control Periodfraction, the Company shall continue to pay to numerator of which is the Executive his Base Salary then number of full completed days in effect for a period the bonus plan year through the Effective Date of twelve (12) full months following the effective date of such termination and shall provide to the Executive a continuation of his health and welfare benefits during such twelve (12) month period. If for any reason the Company is unable to continue health and welfare benefits as required by the preceding sentence, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump sum cash payment equal to the value of the benefits which the Company is unable to provide. Continuation of health benefits under this Section 6.4 will count againstTermination, and will not extend, the period during denominator of which benefits are required to be continued under COBRAis three hundred sixty-five (365)). In addition, the Company shall make continue, at the same cost to the Executive as existed as of the Effective Date of Termination, all health and welfare benefit plan participation for two (2) full years following the Executive’s termination of employment; provided, however, that the applicable COBRA “period of coverage” under any plan subject to Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), or Sections 601 through 609 of the Employee Retirement Income Security Act of 1974 (ERISA) shall begin as of the Effective Date of Termination. (c) The Company shall also provide the Executive with outplacement services not to exceed a prorated payment cost of fifty thousand dollars ($50,000). (d) Any unvested stock options or any outstanding restricted stock, excluding restricted stock grants issued under a performance based plan, that would become vested (that is, transferable and non-forfeitable) if the Executive remained an employee through the Initial Term or the then current Renewal Period of this Agreement will become vested as of the date of the Executive’s Bonus for termination of employment. The Executive must satisfy the fiscal year in which termination occurs, calculated based upon the performance of the tax withholding requirements. (e) The Executive against the bonus criteria established by the Board for the Executive in effect will be credited with age and service credit through the end of the month immediately preceding Initial Term or current Renewal Period of this Agreement for purposes of computing benefits under the effective date Company’s pension, medical and other benefit plans, and the Company will continue the Executive’s coverage under the Company’s benefit plans as if the Executive remained employed through the end of the terminationterm of this Agreement. Notwithstanding the foregoing, subject if crediting such age and service credit or continued coverage could adversely affect the tax qualification or tax treatment of a benefit plan, or otherwise have adverse legal ramifications to either the Board’s discretion to increase plan or the amount of such prorated payment. FurtherCompany, the Company shall may pay the Executive all other benefits a lump sum cash amount that reasonably approximates the after-tax value to which the Executive has a vested right at of such age and service credit and continued coverage through the timeend of the term of this Agreement, according to the provisions in lieu of each governing plan or programgiving such credit and continued coverage. The Company and the Executive thereafter shall have no further obligations under this Agreement after the effective date of termination, except as set forth in Sections 7, 8 or 9 hereof. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 during a Change in Control Period, the Executive shall be entitled to receive the payments and benefits set forth in Section 7.1 herein in lieu of those set forth in this Section 6.4Agreement.

Involuntary Termination by the Company without Cause. The Board Company may terminate the Executive’s 's employment, as provided under this Agreement, at any time, for reasons any reason other than death, Disability Disability, Retirement, or for Cause (as defined in Section 6.5 hereof"involuntary termination without Cause"), by notifying providing the Executive in writing with at least forty-five (45) days written notice. (a) The Company's decision not to renew this Agreement at the Expiration Date of the Company’s intent Initial Term or any Renewal Period shall be deemed an involuntary termination without cause; provided, however, that for purposes of this Article 7.4(a), no variation, alteration, modification, cancellation, change or amendment made to terminatethis Agreement pursuant to Article 12.3 or 12.4 at a time other than the Expiration Date of the Initial Term or any Renewal Period, at least thirty shall be deemed an involuntary termination without Cause. (30b) calendar days prior to the effective date of such termination. Upon the expiration Effective Date of Termination specified by the thirty (30) day notice period the Company for termination by the Company shall become effectivewithout cause, and the Company shall pay to the Executive, in equal monthly installments over the following twenty-four (24) month period an amount equal to the product of two (2) times both the Executive's Base Salary and provide the Executive's target Annual Bonus established for the fiscal year in which the Executive's Effective Date of Termination occurs. The Company shall also pay to the Executive the benefits set forth in this Section 6.4. Upon amount equal to a termination pro rata share of the Executive’s employment 's target Annual Bonus for the calendar year in which the Effective Date of Termination occurs (the calculation of which the Annual Bonus is multiplied by the Company pursuant to this Section 6.4 at any time other than during a Change in Control Periodfraction, the Company shall continue to pay to numerator of which is the Executive his Base Salary then number of full completed days in effect for a period the bonus plan year through the Effective Date of twelve (12) full months following the effective date of such termination and shall provide to the Executive a continuation of his health and welfare benefits during such twelve (12) month period. If for any reason the Company is unable to continue health and welfare benefits as required by the preceding sentence, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump sum cash payment equal to the value of the benefits which the Company is unable to provide. Continuation of health benefits under this Section 6.4 will count againstTermination, and will not extend, the period during denominator of which benefits are required to be continued under COBRAis three hundred sixty-five (365)). In addition, the Company shall make continue, at the same cost to the Executive as existed as of the Effective Date of Termination, all health and welfare benefit plan participation for two (2) full years following the Executive's termination of employment; provided, however, that the applicable COBRA "period of coverage" under any plan subject to Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code"), or Sections 601 through 609 of the Employee Retirement Income Security Act of 1974 (ERISA) shall begin as of the Effective Date of Termination. (c) The Company shall also provide the Executive with outplacement services not to exceed a prorated payment cost of fifty thousand dollars ($50,000). (d) Any unvested stock options or any outstanding restricted stock, excluding restricted stock grants issued under a performance based plan, that would become vested (that is, transferable and non-forfeitable) if the Executive remained an employee through the Initial Term or the then current Renewal Period of this Agreement will become vested as of the date of the Executive’s Bonus for 's termination of employment. The Executive must satisfy the fiscal year in which termination occurs, calculated based upon the performance of the tax withholding requirements. (e) The Executive against the bonus criteria established by the Board for the Executive in effect will be credited with age and service credit through the end of the month immediately preceding Initial Term or current Renewal Period of this Agreement for purposes of computing benefits under the effective date Company's pension, medical and other benefit plans, and the Company will continue the Executive's coverage under the Company's benefit plans as if the Executive remained employed through the end of the terminationterm of this Agreement. Notwithstanding the foregoing, subject if crediting such age and service credit or continued coverage could adversely affect the tax qualification or tax treatment of a benefit plan, or otherwise have adverse legal ramifications to either the Board’s discretion to increase plan or the amount of such prorated payment. FurtherCompany, the Company shall may pay the Executive all other benefits a lump sum cash amount that reasonably approximates the after-tax value to which the Executive has a vested right at of such age and service credit and continued coverage through the timeend of the term of this Agreement, according to the provisions in lieu of each governing plan or programgiving such credit and continued coverage. The Company and the Executive thereafter shall have no further obligations under this Agreement after the effective date of termination, except as set forth in Sections 7, 8 or 9 hereof. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 during a Change in Control Period, the Executive shall be entitled to receive the payments and benefits set forth in Section 7.1 herein in lieu of those set forth in this Section 6.4Agreement.

Involuntary Termination by the Company without Cause. The At all times other than during a "Change-in-Control Period" (defined in Section 7.4 herein), the Board may terminate the Executive’s 's employment, as provided under this Agreement, at any time, for reasons other than death, Disability Disability, Retirement, or for Cause (as defined in Section 6.5 hereof)Cause, by notifying the Executive in writing of the Company’s 's intent to terminate, at least thirty (30) calendar days prior to the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period the termination by the Company shall become effectiveperiod, and the Company shall pay and provide to the Executive the benefits set forth in this Section 6.4. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 at any time other than during a Change in Control Period, the Company shall continue to pay lump-sum cash payment equal to the Executive his greater of: (a) the Base Salary then in effect for a period the remaining term of twelve this Agreement; or (12b) eighteen (18) full months following of the Base Salary in effect as of the effective date of such termination and termination. In addition, the Company shall provide to the Executive a continuation of his health and welfare benefits during such twelve for the longer of: (12x) month periodthe remaining term of the Agreement; or (y) eighteen (18) full months at the employee rates then in effect. If for any reason the Company is unable to continue health and welfare benefits as required by the preceding sentence, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump lump-sum cash payment equal to the value of the benefits which the Company is unable to provide. Continuation of health benefits under this Section 6.4 will count against, and will not extend, the period during which benefits are required to be continued under COBRA. In addition, the Company shall make a prorated payment of the Executive’s 's targeted Bonus for the fiscal year in which termination occurs, calculated based upon the performance of the Executive against the bonus criteria established by the Board for the Executive in effect Company through the end of the month immediately preceding the effective date of the termination. Payment of the Bonus shall be made in cash, subject in one lump sum, at the same time payment of Base Salary is made pursuant to the Board’s discretion to increase the amount of such prorated paymentthis Section 6.4. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of each governing plan or program. The Company and the Executive thereafter shall have no further obligations under this Agreement after the effective date Agreement. For purposes of termination, except as set forth in Sections 7, 8 or 9 hereof. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 during a Change 6.4: (i) with respect to the fiscal year in Control Periodwhich termination occurs, the Executive shall be entitled to receive given credit under the payments Company's Long-Term Retirement and Incentive Plan or any successor plan for the portion of the fiscal year in which this Agreement is in effect, and shall be vested pro rata for purposes of prior and current year awards; and (ii) all vested awards under any incentive programs shall be paid notwithstanding any provision of the governing plan or program calling for forfeiture of benefits set forth in Section 7.1 herein in lieu of those set forth in this Section 6.4.upon

Involuntary Termination by the Company without Cause. The Board Company may terminate the Executive’s employment, as provided under this Agreement, 's employment at any time, for reasons other than death, Disability or for Cause (as defined in Section 6.5 hereof), time by notifying the Executive in writing of the Company’s 's intent to terminate, at least effective thirty (30) calendar days prior following the date on which the Company delivers such notice to the Executive. If Executive's employment is terminated by the Company for reasons other than death, Disability, or for Cause, then the Executive shall be entitled to the benefits provided below: (a) The Company shall pay the Executive his full Base Salary through the effective date of such termination. Upon , unpaid bonus earned in the expiration previous year, the unpaid annual bonus payments referred to in Section 4.3 (on either an annual basis or at the discretion of the thirty (30) day notice period company a lump sum present value of the termination by bonus payments), plus any amounts otherwise payable to Executive under the terms of the Company shall become effectivebenefit plans and programs in which he is a participant, at the times such payments are due; (b) In lieu of any further salary and the Company shall pay and provide bonus payment to the Executive for periods subsequent to the benefits set forth in this Section 6.4. Upon a effec- tive date of termination of the Executive’s employment by the Company pursuant to this Section 6.4 at any time (other than during a Change the unpaid annual bonus referred to in Control PeriodSection 4.3), the Company Com- pany shall continue to pay as a severance payment to the Executive his Base Salary then in effect for a period of twelve (12) full months Execu- tive, not later than the fifth business day following the effective date of such termination and shall provide to the Executive a continuation of his health and welfare benefits during such twelve (12) month period. If for any reason the Company is unable to continue health and welfare benefits as required by the preceding sentencetermination, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump sum cash severance payment equal to one times the value of the benefits which the Company is unable to provideExecu- tive's Covered Compensation. Continuation of health benefits under this Section 6.4 will count against, and will not extend, the period during which benefits are required to be continued under COBRA. In addition, the Company "Covered Compensation" shall make a prorated payment of mean the Executive’s Bonus for 's annualized Base Salary (determined by multiplying the fiscal year in which termination occurs, calculated based upon the performance biweekly rate of the Executive against the bonus criteria established by the Board for the Executive base salary in effect through the end of the month immediately preceding at the effective date of termina- tion by 26). This severance payment will be in lieu of payments (if any) from any other Company's Severance Plans. With the exceptions of the foregoing obligations of the Company and the Executive's covenants contained in Section 7 herein (which shall survive such termination, subject to the Board’s discretion to increase the amount of such prorated payment. Further), the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of each governing plan or program. The Company and the Executive thereafter hereafter shall have no further obligations under this Agreement after the effective date of termination, except as set forth in Sections 7, 8 or 9 hereof. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 during a Change in Control Period, the Executive shall be entitled to receive the payments and benefits set forth in Section 7.1 herein in lieu of those set forth in this Section 6.4Agreement.

Involuntary Termination by the Company without Cause. The At all times other than during a "Change-in-Control Period" (defined in Section 7.4 herein), the Board may terminate the Executive’s 's employment, as provided under this Agreement, at any time, for reasons other than death, Disability Disability, Retirement, or for Cause (as defined in Section 6.5 hereof)Cause, by notifying the Executive in writing of the Company’s 's intent to terminate, at least thirty (30) calendar days prior to the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period the termination by the Company shall become effectiveperiod, and the Company shall pay and provide to the Executive the benefits set forth in this Section 6.4. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 at any time other than during a Change in Control Period, the Company shall continue to pay lump-sum cash payment equal to the Executive his greater of: (a) the Base Salary then in effect for a period the remaining term of twelve this Agreement; or (12b) eighteen (18) full months following of the Base Salary in effect as of the effective date of such termination and termination. In addition, the Company shall provide to the Executive a continuation of his health and welfare benefits during such twelve for the longer of: (12x) month periodthe remaining term of the Agreement; or (y) eighteen (18) full months at the employee rates then in effect. If for any reason the Company is unable to continue health and welfare benefits as required by the preceding sentence, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump lump-sum cash payment equal to the value of the benefits which the Company is unable to provide. Continuation of health benefits under this Section 6.4 will count against, and will not extend, the period during which benefits are required to be continued under COBRA. In addition, the Company shall make a prorated payment of the Executive’s 's targeted Bonus for the fiscal year in which termination occurs, calculated based upon the performance of the Executive against the bonus criteria established by the Board for the Executive in effect Company through the end of the month immediately preceding the effective date of the termination. Payment of the Bonus shall be made in cash, subject in one lump sum, at the same time payment of Base Salary is made pursuant to the Board’s discretion to increase the amount of such prorated paymentthis Section 6.4. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of each governing plan or program. The Company and the Executive thereafter shall have no further obligations under this Agreement. For purposes of this Section 6.4: (i) with respect to the fiscal year in which termination occurs, the Executive shall be given credit under the Company's Long-Term Retirement and Incentive Plan or any successor plan for the portion of the fiscal year in which this Agreement after is in effect, and shall be vested pro rata for purposes of prior and current year awards; and (ii) all vested awards under any incentive programs shall be paid notwithstanding any provision of the effective date governing plan or program calling for forfeiture of benefits upon termination. If for any reason the Company is unable to comply with the preceding sentence, except as the Company shall pay the Executive a lump-sum cash payment equal to the value of the benefits or awards it is unable to vest, pay or give credit for. If the Executive's employment is terminated for any of the reasons set forth in Sections 7, 8 or 9 hereof. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 during a Change in Control PeriodArticle 7 herein, the Executive shall be entitled to receive the payments and benefits set forth provided in Section 7.1 herein in lieu of those set forth in this Section 6.4Article 7 herein.

Involuntary Termination by the Company without Cause. The At all times during the Term, the Board may terminate the Executive’s employment, as provided under this Agreement, at any time, employment for reasons other than death, Disability Disability, or for Cause (as defined in Section 6.5 hereof)Cause, by notifying providing to the Executive in writing a Notice of the Company’s intent to terminateTermination, at least thirty sixty (3060) calendar days (ninety (90) calendar days when termination is due to non-renewal of this Agreement by the Company pursuant to Section 1.2) prior to the effective date Effective Date of Termination; provided, however, that such notice shall not preclude the Company from requiring Executive to leave the Company immediately upon receipt of such terminationnotice. A notice of non-renewal by the Company pursuant to Section 1.2 shall be considered a termination pursuant to this Section. (a) Such Notice of Termination shall be irrevocable absent express, mutual consent of the parties. (b) Upon the Effective Date of Termination (not a Qualifying Termination), following the expiration of the thirty sixty (3060) day notice period (90 days in the termination by the Company shall become effectivecase of non-renewal), and the Company shall pay and provide to the Executive Executive: (1) An amount equal to the benefits set forth in this Section 6.4. Upon a termination of Service Multiple times the Executive’s employment by the Company pursuant to this Section 6.4 at any time other than during a Change in Control Period, the Company shall continue to pay to the Executive his annual Base Salary then in effect for a period of twelve (12) full months following the effective date of such termination and shall provide to the Executive a continuation of his health and welfare benefits during such twelve (12) month period. If for any reason the Company is unable to continue health and welfare benefits as required by the preceding sentence, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump sum cash payment equal to the value of the benefits which the Company is unable to provide. Continuation of health benefits under this Section 6.4 will count against, and will not extend, the period during which benefits are required to be continued under COBRA. In addition, the Company shall make a prorated payment of the Executive’s Bonus established for the fiscal year in which termination the Effective Date of Termination occurs; (2) An amount equal to the Service Multiple times the Executive’s targeted Annual Bonus award established for the fiscal year in which the Effective Date of Termination occurs; provided, calculated based upon however, that no payment shall be made under this Section 7.4(b)(2) if the performance Effective Date of Termination is less than twelve (12) months after the Effective Date of this Agreement; (3) A continuation of the welfare benefits of medical, dental and life insurance coverage (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive against of those payments which Executive would have been obligated to make under the bonus criteria established Company’s then current plan, of substantially similar welfare benefits from one or more third party providers) after the Effective Date of Termination for a number of months equal to the Service Multiple times twelve (12). These benefits shall be provided to the Executive at the same coverage level as in effect as of the Effective Date of Termination, and at the same premium cost to the Executive which was paid by the Board Executive at the time such benefits were provided. However, in the event the premium cost and/or level of coverage shall change for all employees of the Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in effect through a corresponding manner. The continuation of these welfare benefits shall be discontinued if prior to the end expiration of the month immediately preceding period, the effective date of Executive has available substantially similar benefits at a comparable cost to the terminationExecutive from a subsequent employer, as determined by the Compensation Committee (or, in the event the Compensation Committee ceases to exist, the Board); (4) All outstanding long-term incentive awards shall be subject to the Boardtreatment provided under the applicable long-term incentive plan of the Company; (5) An amount equal to the Executive’s discretion to increase unpaid Base Salary and accrued but unused vacation pay through the amount Effective Date of such prorated payment. Further, the Company shall pay the Executive all Termination; and (6) All other benefits to which the Executive has a vested right at the time, according to the provisions of each the governing plan or program. (c) In the event that the Board terminates the Executive’s employment without Cause on or after the date of the announcement of the transaction which leads to a CIC, the Executive shall be entitled to the CIC Severance Benefits as provided in Section 8.3 in lieu of the Severance Benefits outlined in this Section 7.4. (d) Payment of all of the benefits described in Section 7.4(b)(1) shall be paid in cash to the Executive in equal bi-weekly installments over a period of consecutive months equal to the Service Multiple times twelve (12) and beginning on the fifteenth day of the month following the month in which the Effective Date of Termination occurs. (e) Payment of all but forty thousand dollars ($40,000) of the benefits described in Section 7.4(b)(2) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event beyond thirty (30) days from such date. The forty thousand dollars ($40,000) which was withheld shall be paid in cash to the Executive in a single lump sum at the end of the twelve (12) month restrictive period set forth in Sections 11.2 and 11.3 of this Agreement. (f) Except as specifically provided in Section 7.4(d) and (e), all other payments due to the Executive upon termination of employment shall be paid in accordance with the terms of such applicable plans or programs. (g) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12 and 14 and Sections 7.4, 13.3, 13.5, and 13.7 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement after the effective date of termination, except as set forth in Sections 7, 8 or 9 hereof. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 during a Change in Control Period, the Executive shall be entitled to receive the payments and benefits set forth in Section 7.1 herein in lieu of those set forth in this Section 6.4Agreement.

Involuntary Termination by the Company without Cause. The Board Company may terminate the Executive’s employment, as provided under this Agreement, 's employment at any timetime by notifying the Executive in writing of the Company's intent to terminate, effective thirty (30) calendar days following the date on which the Company delivers such notice to the Executive. If Executive's employment is terminated by the Company for reasons other than death, Disability or for Cause Cause, then the Executive shall be entitled to the benefits provided below: (a) The Company shall pay the Executive an amount equal to: (i) his accrued but unpaid Base Salary and accrued vacation pay through the date of termination; (ii) any unpaid Annual Incentive Compensation earned but not paid in the previous year; (iii) a Separation Payment equal to .75 times the Executive's Covered Compensation (as defined hereinafter defined); (iv) subject to the terms of Section 13 of this Agreement, 2.25 times the Executive's Covered Compensation as a Non-Compete Payment (the "Non-Compete Payment") over the term set forth below; plus (v) any amounts otherwise payable to Executive under the terms of the Company benefit plans and programs in which he is a participant, at the time such payments are due. "Covered Compensation" shall mean the Executive's annualized Base Salary (determined by multiplying the biweekly rate of Base Salary in effect at the effective date of termination by 26) plus the entire potential Annual Incentive Compensation established for the fiscal year in which the Executive's termination occurs. As long as Executive remains in material compliance with the terms and conditions of this Agreement, the Executive shall be paid the Non-Compete Payment in thirty-six (36) equal monthly installments, with the first payment to be made within twenty (20) days of Executive's termination in accordance with this Section 6.4, and the final payment to be made to the Executive thirty-five (35) months after the first payment. Notwithstanding anything herein to the contrary, in the event of a material breach by the Executive of any of the provisions contained in Section 6.5 hereof)13 of this Agreement, by notifying the Executive in writing of the Company’s intent to terminate, at least that is not cured within thirty (30) calendar days prior to the effective date following Executive's receipt of such termination. Upon the expiration of the thirty (30) day written notice period the termination by from the Company shall become effective, and identifying the Company shall pay and provide to the Executive the benefits set forth in this Section 6.4. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 at any time other than during a Change in Control Period, the Company shall continue to pay to the Executive his Base Salary then in effect for a period of twelve (12) full months following the effective date of such termination and shall provide to the Executive a continuation of his health and welfare benefits during such twelve (12) month period. If for any reason the Company is unable to continue health and welfare benefits as required by the preceding sentence, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump sum cash payment equal to the value of the benefits which the Company is unable to provide. Continuation of health benefits under this Section 6.4 will count against, and will not extend, the period during which benefits are required to be continued under COBRA. In addition, the Company shall make a prorated payment of the Executive’s Bonus for the fiscal year in which termination occurs, calculated based upon the performance of the Executive against the bonus criteria established by the Board for the Executive in effect through the end of the month immediately preceding the effective date of the termination, subject to the Board’s discretion to increase the amount of such prorated payment. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of each governing plan or program. The Company and the Executive thereafter shall have no further obligations under this Agreement after the effective date of termination, except as set forth in Sections 7, 8 or 9 hereof. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 during a Change in Control Periodmaterial breach, the Executive shall be entitled immediately forfeit his right to receive any and all of the payments and benefits remaining scheduled Non-Compete Payments set forth in Section 7.1 herein in lieu of those set forth in this Section 6.4herein.

Involuntary Termination by the Company without Cause. The Board Company may terminate the Executive’s 's employment, as provided under this Restated Agreement, at any time, for reasons any reason other than death, Disability Disability, or for Cause (as defined in Section 6.5 hereof)Cause, by notifying the Executive in writing of the Company’s 's intent to terminate, at least thirty (30) calendar days prior to the effective date of such termination. Upon Subject to the payment of the Severance Payments provided below, the termination automatically shall become effective upon the expiration of the thirty (30) calendar day notice period (or such longer period specified in the termination by the Company shall become effectivenotice). Thereafter, this Restated Agreement, along with all corresponding rights, duties, and covenants, shall automatically expire. A nonrenewal or nonextension of this Restated Agreement or any term of this Restated Agreement, as described in Article 2 herein, shall not be deemed an involuntary termination under this Section 4.3 and, thereby, shall not trigger the payment of the Severance Payments described below. Subject to Section 4.4, in connection with an involuntary termination without Cause under this Section 4.3, the Company shall pay and provide to the Executive and provide the benefits set forth Executive with the following "Severance Payments": (a) A lump-sum cash amount equal to the Executive's unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to the Executive through and including the effective date of the termination (including, but not limited to, annual bonus or performance-based long-term incentives that have been earned, but not paid). Such payment shall be paid on or as soon as practicable after the Executive's Separation from Service, but in this Section 6.4no event more than ten (10) calendar days after the Executive's Separation from Service, and shall constitute full satisfaction for these amounts owed to the Executive. (b) A lump-sum cash amount equal to the Executive's pro-rata annual bonus under the Company's annual bonus plan in effect for the bonus plan year in which the Executive's date of termination occurs, provided and to the extent that any performance goals upon which such bonus is conditioned are attained. Upon In the event of such attainment, the pro-rata bonus to which the Executive shall become entitled shall be determined by multiplying (i) the actual bonus the Executive would have received based on the attained performance goals had the Executive continued in the Company's employ until the payment date of that bonus by (ii) a termination fraction, the numerator of which is the number of full completed months in the bonus plan year through the effective date of termination, and the denominator of which is twelve (12). This payment will be in lieu of any other payment to be made to the Executive under such annual bonus plan for such plan year. (c) A cash amount equal to two (2) times the sum of the Executive’s 's Base Salary and the greater of: (i) the Executive's target annual bonus under the Company's annual bonus plan in effect for the bonus plan year in which his employment with the Company terminates; or (ii) the actual annual bonus earned by the Company pursuant Executive in the bonus plan year prior to the year of employment termination under the annual bonus plan in effect for such prior plan year. For the purposes of this Section 6.4 at any time other than during a Change in Control Periodcalculation, the Company Executive's highest Base Salary during the twelve (12) months prior to his termination of employment shall continue be used. (d) All long-term incentive awards shall be subject to pay the treatment provided under the Company's Long-Term Stock Incentive Compensation Program (as amended, or any successor plans thereto) and/or the applicable award agreements thereunder. (e) A lump sum amount (the "Healthcare Cost") equal to the cost of medical insurance and dental shall be provided to the Executive his Base Salary then at the same coverage level (with all premium costs borne by the Company) as in effect as of the date of the Executive's termination for a period of twelve twenty-four (1224) full months following the effective Executive's date of termination based on the monthly COBRA cost of such termination coverage under the Company's medical and shall provide dental plans pursuant to the Executive a continuation of his health and welfare benefits during such twelve (12) month period. If for any reason the Company is unable to continue health and welfare benefits as required by the preceding sentence, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump sum cash payment equal to the value Section 4980B of the benefits which Code on the Company is unable to provide. Continuation Executive's date of health benefits under this Section 6.4 will count against, and will not extend, the period during which benefits are required to be continued under COBRAtermination. In addition, the Company shall make a prorated pay to the Executive an additional amount sufficient to fully cover the federal, state and local income and employment tax liability attributable to such Healthcare Cost and the additional tax gross-up payment made under this Section 4.3(e). Subject to Section 4.5, such tax gross-up payment shall be paid to or on behalf of the Executive at the time the federal, state and local taxes to which it relates are remitted to the tax authorities. Subject to Section 4.5, the payments under Section 4.3(c) and 4.3(e) (other than the tax gross-up payment) shall be made within sixty (60) days following the Executive's Separation from Service provided that if any release is required under Section 9.7 (the "Release") then such Release must become effective during such sixty (60)-day period following any applicable revocation period. Subject to Section 4.5, the payment under Section 4.3(b) shall be made in the year following the year of the Executive’s Bonus for 's termination but no later than the fiscal year in which termination occurs, calculated based upon the performance fifteenth day of the Executive against the bonus criteria established by the Board for the Executive in effect through the end of the third calendar month immediately preceding the effective date of the termination, subject to the Board’s discretion to increase the amount of such prorated paymentsubsequent year, provided that any required Release has become effective following any applicable revocation period. FurtherIf triggered, the Company Severance Payments provided under this Section 4.3 shall pay the Executive be in lieu of all other benefits provided to which the Executive has a vested right at the time, according to under the provisions of each governing plan or program. The Company and the Executive thereafter shall have no further obligations under this Agreement after the effective date of termination, except as set forth in Sections 7, 8 or 9 hereof. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 during a Change in Control Period, the Executive shall be entitled to receive the payments and benefits set forth in Section 7.1 herein in lieu of those set forth in this Section 6.4Restated Agreement.

Involuntary Termination by the Company without Cause. The Board may terminate the Executive’s employment, as provided under this Agreement, at any time, for reasons other than death, Disability or for Cause (as defined in Section 6.5 hereof), by notifying the Executive in writing of the Company’s intent to terminate, at least thirty (30) calendar days prior to the effective date of such termination. Upon the expiration of the thirty (30) day notice period the termination by the Company shall become effective, and the Company shall pay and provide to the Executive the benefits set forth in this Section 6.4. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 at any time other than during a Change in Control Period, the Company shall continue to pay to the Executive his her Base Salary then in effect for a period of twelve (12) full months following the effective date of such termination and shall provide to the Executive a continuation of his her health and welfare benefits during such twelve (12) month period. If for any reason the Company is unable to continue health and welfare benefits as required by the preceding sentence, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump sum cash payment equal to the value of the benefits which the Company is unable to provide. Continuation of health benefits under this Section 6.4 will count against, and will not extend, the period during which benefits are required to be continued under COBRA. In addition, the Company shall make a prorated payment of the Executive’s Bonus for the fiscal year in which termination occurs, calculated based upon the performance of the Executive against the bonus criteria established by the Board for the Executive in effect through the end of the month immediately preceding the effective date of the termination, subject to the Board’s discretion to increase the amount of such prorated payment. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of each governing plan or program. The Company and the Executive thereafter shall have no further obligations under this Agreement after the effective date of termination, except as set forth in Sections 7, 8 or 9 hereof. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 during a Change in Control Period, the Executive shall be entitled to receive the payments and benefits set forth in Section 7.1 herein in lieu of those set forth in this Section 6.4.

Involuntary Termination by the Company without Cause. The Board Company may terminate the Executive’s 's employment, as provided under this Agreement, at any time, for reasons any reason other than death, Disability Disability, or for Cause (as defined in Section 6.5 hereof)Cause, by notifying the Executive in writing of the Company’s 's intent to terminate, at least thirty (30) calendar days prior to the effective date of such termination. Upon Subject to the payment of the Severance Payments provided below, the termination automatically shall become effective upon the expiration of the thirty (30) calendar day notice period the termination by the Company shall become effectiveperiod. Thereafter, this Agreement, along with all corresponding rights, duties, and covenants, shall automatically expire. A nonrenewal or nonextension of this Agreement or any term of this Agreement, as described in Article 2 herein, shall not be deemed an involuntary termination under this Section 4.3 and, thereby, shall not trigger the payment of the Severance Payments described below. Subject to Section 4.4, upon the effective date of an involuntary termination without Cause under this Section 4.3, the Company shall pay and provide to the Executive and provide the benefits set forth in this Section 6.4. Upon a termination of Executive with the following "Severance Payments": (a) A lump-sum cash amount equal to the Executive’s employment 's unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by the Company pursuant to this Section 6.4 at any time other than during a Change in Control Period, the Company shall continue to pay and owed to the Executive his Base Salary then in effect for a period of twelve (12) full months following the effective date of such termination through and shall provide to the Executive a continuation of his health and welfare benefits during such twelve (12) month period. If for any reason the Company is unable to continue health and welfare benefits as required by the preceding sentence, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump sum cash payment equal to the value of the benefits which the Company is unable to provide. Continuation of health benefits under this Section 6.4 will count against, and will not extend, the period during which benefits are required to be continued under COBRA. In addition, the Company shall make a prorated payment of the Executive’s Bonus for the fiscal year in which termination occurs, calculated based upon the performance of the Executive against the bonus criteria established by the Board for the Executive in effect through the end of the month immediately preceding including the effective date of the terminationtermination (including, subject but not limited to, annual bonus or performance-based long-term incentives that have been earned, but not paid). Such payment shall constitute full satisfaction for these amounts owed to the Board’s discretion Executive. (b) A lump-sum cash amount equal to increase the amount Executive's target annual bonus under the Company's annual bonus plan in effect for the bonus plan year in which the Executive's date of such prorated payment. Furthertermination occurs, multiplied by a fraction, the Company shall pay numerator of which is the Executive all other benefits to which number of full completed months in the Executive has a vested right at the time, according to the provisions of each governing bonus plan or program. The Company and the Executive thereafter shall have no further obligations under this Agreement after year through the effective date of termination, except as set forth and the denominator of which is twelve (12). This payment will be in Sections 7, 8 or 9 hereof. Upon a termination lieu of any other payment to be made to the Executive under such annual bonus plan for such plan year. (c) A cash amount equal to two (2) times the sum of the Executive’s 's Base Salary and the greater of: (i) the Executive's target annual bonus under the Company's annual bonus plan in effect for the bonus plan year in which his employment with the Company terminates; or (ii) the actual annual bonus earned by the Executive in the bonus plan year prior to the year of employment termination under the annual bonus plan in effect for such prior plan year. For the purposes of this calculation, the Executive's highest Base Salary during the twelve (12) months prior to his termination of employment shall be used. (d) All long-term incentive awards shall be subject to the treatment provided under the Company's Long-Term Stock Incentive Compensation Program (as amended, or any successor plans thereto) and/or the applicable award agreements thereunder. (e) A continuation for a twenty-four (24) month period of the Executive's medical insurance and dental insurance coverage. These benefits shall be provided by the Company pursuant to the Executive beginning immediately upon the date of the Executive's termination. Such benefits shall be provided to the Executive at the same coverage level (with all premium costs borne by the Company) as in effect as of the date of the Executive's termination for a period of twenty-four (24) months following the Executive's date of termination. Notwithstanding the above, these medical and dental insurance benefits shall be discontinued prior to the end of the stated continuation period in the event the Executive receives substantially similar benefits from a subsequent employer, as determined solely by the Committee in good faith. However, if the benefits received from the subsequent employer do not cover the preexisting medical conditions of the Executive or a covered member of the Executive's family, the continuation period shall continue, but not beyond the twenty-fourth (24th) month following the Executive's date of termination. For purposes of enforcing this Section 6.4 during a Change in Control Periodoffset provision, the Executive shall be entitled deemed to receive have a duty to keep the payments Company informed as to the terms and conditions of any subsequent employment and the corresponding benefits set forth earned from such employment and shall provide, or cause to provide, to the Company in writing correct, complete, and timely information concerning the same. If triggered, the Severance Payments provided under this Section 7.1 herein 4.3 shall be in lieu of those set forth in all other benefits provided to the Executive under the provisions of this Section 6.4Agreement.

Involuntary Termination by the Company without Cause. The At all times during the Term, the Board may terminate the Executive’s employment, as provided under this Agreement, at any time, employment for reasons other than death, Disability or for Cause (as defined in Section 6.5 hereof)Cause, by notifying providing to the Executive in writing a Notice of the Company’s intent to terminateTermination, at least thirty (30) 60 calendar days prior to the effective date Effective Date of Termination; provided, however, that such notice shall not preclude the Company from requiring Executive to leave the Company immediately upon receipt of such termination. notice. (a) Such Notice of Termination shall be irrevocable absent express, mutual consent of the parties. (b) Upon the Effective Date of Termination (not a Qualifying Termination), following the expiration of the thirty (30) 60-day notice period the termination by the Company shall become effectiveperiod, and the Company shall pay and provide to the Executive the benefits set forth in this Section 6.4. Upon equal installments on a termination of biweekly basis ratably over 52 weeks: (1) An amount equal to the Executive’s employment by the Company pursuant to this Section 6.4 at any time other than during a Change in Control Period, the Company shall continue to pay to the Executive his annual Base Salary then in effect for a period of twelve (12) full months following the effective date of such termination and shall provide to the Executive a continuation of his health and welfare benefits during such twelve (12) month period. If for any reason the Company is unable to continue health and welfare benefits as required by the preceding sentence, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump sum cash payment equal to the value of the benefits which the Company is unable to provide. Continuation of health benefits under this Section 6.4 will count against, and will not extend, the period during which benefits are required to be continued under COBRA. In addition, the Company shall make a prorated payment of the Executive’s Bonus established for the fiscal year in which termination the Effective Date of Termination occurs, calculated based upon ; (2) An amount equal to the performance Executive’s Targeted Annual Bonus Award established for the fiscal year in which the Effective Date of Termination occurs; (3) A continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive against of those payments which Executive would have been obligated to make under the bonus criteria established Company’s then current plan, of substantially similar welfare benefits from one or more third party providers) after the Effective Date of Termination for one year. Such benefits (or payments in lieu thereof) shall be provided or paid in accordance with the Company’s regular payroll practice applicable to such benefits. These benefits shall be provided to the Executive at the same coverage level as in effect as of the Effective Date of Termination, and at the same premium cost to the Executive which was paid by the Board Executive at the time such benefits were provided. However, in the event the premium cost and/or level of coverage shall change for all employees of the Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in effect through a corresponding manner. The continuation of these welfare benefits shall be discontinued if prior to the end expiration of the month period, the Executive has available substantially similar benefits at a comparable cost to the Executive from a subsequent employer, as determined by the Board or Compensation Committee; (4) All outstanding equity awards granted to the Executive that vest based solely on the passage of time (rather than performance conditions) shall become fully vested and exercisable, as applicable, and all restrictions to which such awards may be subject shall immediately preceding lapse; (5) If a CIC is consummated on or prior to the effective date first anniversary of the terminationEffective Date of Termination, subject then, prior to the Board’s discretion to increase the amount consummation of such prorated payment. FurtherCIC, (i) the Company shall pay deliver to the Executive, in exchange for no consideration, the number of shares of the Company’s common stock forfeited upon termination of employment pursuant to unvested performance-based restricted stock awards and (ii) all other equity awards held by the Executive all shall accelerate in full; (6) An amount equal to the Executive’s unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; and (7) All other benefits to which the Executive has a vested right at the time, according to the provisions of each the governing plan or program. The . (a) In the event that the Board terminates the Executive’s employment without Cause on or after the date of the announcement of the transaction which leads to a CIC, the Executive shall be entitled to the CIC Severance Benefits as provided in Section 8.3 in lieu of the Severance Benefits outlined in this Section 7.4; provided, however, that to the extent the Executive terminates employment prior to the CIC, the CIC Severance Benefits shall be paid on the same schedule as the Severance Benefits. (b) Except as specifically provided in Section 7.4(f), all other payments due to the Executive upon termination of employment shall be paid in accordance with the terms of such applicable plans or programs. (c) With the exception of Articles 8, 9, 10, 11 and 12 and Section 7.4 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement after following the effective date Effective Date of termination, except as set forth in Sections 7, 8 or 9 hereof. Upon a termination of the Executive’s employment by the Company Termination pursuant to this Section 6.4 during a Change in Control Period7.4. (d) Notwithstanding anything herein to the contrary, and subject to the provisions of Section 409A of the Code, the Executive Company’s payment obligations under this Section 7.4 shall be entitled offset by any amounts that the Company is required to receive pay to the payments and benefits set forth in Section 7.1 herein in lieu of those set forth in this Section 6.4Executive under a national statutory severance program applicable to such Executive.

Involuntary Termination by the Company without Cause. The Board At all times during the term of this Agreement, the CEO may terminate the Executive’s employment, as provided under this Agreement, at any time, for reasons other than death, Disability Disability, Retirement, or for Cause (as defined in Section 6.5 hereof)Cause, by notifying the Executive in writing of the Company’s intent to terminate, at least thirty (30) calendar days prior to the effective date Effective Date of such terminationTermination that is specified by the Company in the written notice. In addition, the Company’s unilateral decision to refrain from renewing the term of this Agreement at the Expiration Date shall be deemed an involuntary termination without Cause. Upon the expiration Effective Date of the thirty (30) day notice period the termination by the Company shall become effectiveTermination, and the Company shall pay to the Executive an amount payable in equal monthly installments over the following twenty-four (24) months equal to the product of two (2) times both the Base Salary and provide the Executive’s target Annual Bonus established for the fiscal year in which the Executive’s Effective Date of Termination occurs. The Company shall also pay to the Executive the benefits set forth amount equal to a pro rata share of target Annual Bonus for the calendar year in this Section 6.4. Upon which the Effective Date of Termination occurs (the calculation by which the Annual Bonus is multiplied by a termination of the Executive’s employment by the Company pursuant to this Section 6.4 at any time other than during a Change in Control Periodfraction, the Company shall continue to pay to numerator of which is the Executive his Base Salary then number of full completed days in effect for a period the bonus plan year through the Effective Date of twelve (12) full months following the effective date of such termination and shall provide to the Executive a continuation of his health and welfare benefits during such twelve (12) month period. If for any reason the Company is unable to continue health and welfare benefits as required by the preceding sentence, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump sum cash payment equal to the value of the benefits which the Company is unable to provide. Continuation of health benefits under this Section 6.4 will count againstTermination, and will not extend, the period during denominator of which benefits are required to be continued under COBRAis three hundred sixty-five (365). In addition, the Company shall make continue, at the same cost to the Executive as existed as of the Effective Date, all health, welfare, and benefit plan participation for two (2) full years following employment termination provided that the applicable COBRA health insurance benefit continuation period shall begin as of the Effective Date of Termination. The Company shall also provide the Executive with outplacement services not to exceed a prorated payment cost of fifty thousand dollars ($50,000). a) Any unvested stock options or any outstanding restricted stock, excluding restricted stock grants issued under a performance based plan, that would become vested (that is, transferable and nonforfeitable) if the Executive remained an employee through the Term of this Agreement will become vested as of the date of the Executive’s Bonus for termination of employment. The Executive must satisfy the fiscal year tax withholding requirements described in which termination occurs, calculated based upon Section 10 with respect to the performance of the restricted stock. The Executive against the bonus criteria established by the Board for the Executive in effect will be credited with age and service credit through the end of the month immediately preceding Term of this Agreement for purposes of computing benefits under the effective date Company’s pension, medical and other benefit plans, and the Company will continue the executive’s coverage under the company’s benefit plans as if the executive remained employed through the end of the termination, subject term of this agreement. Service credited to the Boardexecutive for purposes of the company’s discretion pension plans pursuant to increase this subsection (ii) shall be in addition to any service credited to the executive pursuant to section 5(c). Notwithstanding the foregoing, if the company determines that giving such age and service credit or continued coverage could adversely affect the tax qualification or tax treatment of a benefit plan, or otherwise have adverse legal ramifications, the company may pay the executive a lump sum cash amount that reasonably approximates the after-tax value to the executive of such prorated payment. Furtherage and service credit and continued coverage through the end of the term of this agreement, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions in lieu of each governing plan or programgiving such credit and continued coverage. The Company and the Executive thereafter shall have no further obligations under this Agreement after the effective date of termination, except as set forth in Sections 7, 8 or 9 hereof. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 during a Change in Control Period, the Executive shall be entitled to receive the payments and benefits set forth in Section 7.1 herein in lieu of those set forth in this Section 6.4Agreement.

Involuntary Termination by the Company without Cause. The Board At all times during the term of this Agreement, the CEO may terminate the Executive’s 's employment, as provided under this Agreement, at any time, for reasons other than death, Disability Disability, Retirement, or for Cause (as defined in Section 6.5 hereof)Cause, by notifying the Executive in writing of the Company’s 's intent to terminate, at least thirty (30) calendar days prior to the effective date Effective Date of such terminationTermination that is specified by the Company in the written notice. In addition, the Company's unilateral decision to refrain from renewing the term of this Agreement at the Expiration Date shall be deemed an involuntary termination without Cause. Upon the expiration Effective Date of the thirty (30) day notice period the termination by the Company shall become effectiveTermination, and the Company shall pay to the Executive an amount payable in equal monthly installments over the following twenty-four (24) months equal to the product of two (2) times both the Base Salary and provide the Executive's target Annual Bonus established for the fiscal year in which the Executive's Effective Date of Termination occurs. The Company shall also pay to the Executive the benefits set forth amount equal to a pro rata share of target Annual Bonus for the calendar year in this Section 6.4. Upon which the Effective Date of Termination occurs (the calculation by which the Annual Bonus is multiplied by a termination of the Executive’s employment by the Company pursuant to this Section 6.4 at any time other than during a Change in Control Periodfraction, the Company shall continue to pay to numerator of which is the Executive his Base Salary then number of full completed days in effect for a period the bonus plan year through the Effective Date of twelve (12) full months following the effective date of such termination and shall provide to the Executive a continuation of his health and welfare benefits during such twelve (12) month period. If for any reason the Company is unable to continue health and welfare benefits as required by the preceding sentence, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump sum cash payment equal to the value of the benefits which the Company is unable to provide. Continuation of health benefits under this Section 6.4 will count againstTermination, and will not extend, the period during denominator of which benefits are required to be continued under COBRAis three hundred sixty-five (365). In addition, the Company shall make continue, at the same cost to the Executive as existed as of the Effective Date, all health, welfare, and benefit plan participation for two (2) full years following employment termination provided that the applicable COBRA health insurance benefit continuation period shall begin as of the Effective Date of Termination. The Company shall also provide the Executive with outplacement services not to exceed a prorated payment cost of fifty thousand dollars ($50,000). a) Any unvested stock options or any outstanding restricted stock, excluding restricted stock grants issued under a performance based plan, that would become vested (that is, transferable and nonforfeitable) if the Executive remained an employee through the Term of this Agreement will become vested as of the date of the Executive’s Bonus for 's termination of employment. The Executive must satisfy the fiscal year tax withholding requirements described in which termination occurs, calculated based upon Section 10 with respect to the performance of the restricted stock. The Executive against the bonus criteria established by the Board for the Executive in effect will be credited with age and service credit through the end of the month immediately preceding Term of this Agreement for purposes of computing benefits under the effective date Company's pension, medical and other benefit plans, and the Company will continue the executive's coverage under the company's benefit plans as if the executive remained employed through the end of the termination, subject term of this agreement. Service credited to the Board’s discretion executive for purposes of the company's pension plans pursuant to increase this subsection (ii) shall be in addition to any service credited to the executive pursuant to section 5(c). Notwithstanding the foregoing, if the company determines that giving such age and service credit or continued coverage could adversely affect the tax qualification or tax treatment of a benefit plan, or otherwise have adverse legal ramifications, the company may pay the executive a lump sum cash amount that reasonably approximates the after-tax value to the executive of such prorated payment. Furtherage and service credit and continued coverage through the end of the term of this agreement, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions in lieu of each governing plan or programgiving such credit and continued coverage. The Company and the Executive thereafter shall have no further obligations under this Agreement after the effective date of termination, except as set forth in Sections 7, 8 or 9 hereof. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 during a Change in Control Period, the Executive shall be entitled to receive the payments and benefits set forth in Section 7.1 herein in lieu of those set forth in this Section 6.4Agreement.

Involuntary Termination by the Company without Cause. The Board At all times during the term of this Agreement, the CEO may terminate the Executive’s 's employment, as provided under this Agreement, at any time, for reasons other than death, Disability Disability, Retirement, or for Cause (as defined in Section 6.5 hereof)Cause, by notifying the Executive in writing of the Company’s 's intent to terminate, at least thirty (30) calendar days prior to the effective date Effective Date of such terminationTermination that is specified by the Company in the written notice. In addition, the Company's unilateral decision to refrain from renewing the term of this Agreement at the Expiration Date shall be deemed an involuntary termination without Cause. Upon the expiration Effective Date of the thirty (30) day notice period the termination by the Company shall become effectiveTermination, and the Company shall pay to the Executive an amount payable in equal monthly installments over the following twenty-four (24) months equal to the product of two (2) times both the Base Salary and provide the Executive's target Annual Bonus established for the fiscal year in which the Executive's Effective Date of Termination occurs. The Company shall also pay to the Executive the benefits set forth amount equal to a pro rata share of target Annual Bonus for the calendar year in this Section 6.4. Upon which the Effective Date of Termination occurs (the calculation by which the Annual Bonus is multiplied by a termination of the Executive’s employment by the Company pursuant to this Section 6.4 at any time other than during a Change in Control Periodfraction, the Company shall continue to pay to numerator of which is the Executive his Base Salary then number of full completed days in effect for a period the bonus plan year through the Effective Date of twelve (12) full months following the effective date of such termination and shall provide to the Executive a continuation of his health and welfare benefits during such twelve (12) month period. If for any reason the Company is unable to continue health and welfare benefits as required by the preceding sentence, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump sum cash payment equal to the value of the benefits which the Company is unable to provide. Continuation of health benefits under this Section 6.4 will count againstTermination, and will not extend, the period during denominator of which benefits are required to be continued under COBRAis three hundred sixty-five (365). In addition, the Company shall make a prorated payment continue, at the same cost to the Executive as existed as of the Executive’s Bonus Effective Date, all health, welfare, and benefit plan participation for two (2) full years following employment termination provided that the fiscal year in which termination occurs, calculated based upon the performance applicable COBRA health insurance benefit continuation period shall begin as of the Executive against the bonus criteria established by the Board for the Executive in effect through the end Effective Date of the month immediately preceding the effective date of the termination, subject to the Board’s discretion to increase the amount of such prorated payment. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of each governing plan or programTermination. The Company and shall also provide the Executive thereafter shall have no further obligations under this Agreement after the effective date with outplacement services not to exceed a cost of termination, except as set forth in Sections 7, 8 or 9 hereof. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 during a Change in Control Period, the Executive shall be entitled to receive the payments and benefits set forth in Section 7.1 herein in lieu of those set forth in this Section 6.4fifty thousand dollars ($50,000).

Involuntary Termination by the Company without Cause. The Other than during a Change of Control Period (as defined in Section 7.2), the Board may terminate the Executive’s 's employment, as provided under this Agreement, at any time, for reasons other than death, Disability Disability, Retirement, or for Cause (as defined in Section 6.5 hereof)Cause, by notifying the Executive in writing of the Company’s 's intent to terminate, at least thirty (30) calendar days prior to the effective date of such termination. Upon Unless the provisions of Section 7 apply, upon the effective date of such termination, following the expiration of the thirty (30) day notice period the termination by the Company shall become effectiveperiod, and the Company shall pay and provide to the Executive the benefits set forth in this Section 6.4. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 at any time other than during a Change in Control Period, the Company shall continue to pay lump-sum cash payment equal to the Executive his greater of: (a) the Base Salary then in effect for a period the remaining term of twelve this Agreement; or (12b) eighteen (18) full months following of the Base Salary in effect as of the effective date of such termination and termination. In addition, the Company shall provide to the Executive a continuation of his health and welfare benefits during such twelve for the longer of: (12x) month periodthe remaining term of the Agreement; or (y) eighteen (18) full months at the employee rates then in effect. If for any reason the Company is unable to continue health and welfare benefits as required by the preceding sentence, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump lump-sum cash payment equal to the value of the benefits which the Company is unable to provide. Continuation of health benefits under this Section 6.4 will count against, and will not extend, the period during which benefits are required to be continued under COBRA. In addition, the Company shall make a prorated payment of the Executive’s 's targeted Bonus for the fiscal year in which termination occurs, calculated based upon the performance of the Executive against the bonus criteria established by the Board for the Executive in effect Company through the end of the month immediately preceding the effective date of the termination. Payment of the Bonus shall be made in cash, subject in one lump sum, at the same time payment of Base Salary is made pursuant to the Board’s discretion to increase the amount of such prorated paymentthis Section 6.4. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of each governing plan or program. The Company and the Executive thereafter shall have no further obligations under this Agreement after Agreement. For purposes of this Section 6.4: (i) with respect to the effective date fiscal year in which termination occurs, the Executive shall be fully vested in any prior year awards that remain unvested or awards made for the fiscal year in which termination occurs under the TRG Incentive Plan or any successor plan, and (ii) all vested awards under any incentive programs shall be paid notwithstanding any provision of the governing plan or program calling for forfeiture of benefits upon termination. If for any reason the Company is unable to comply with the preceding sentence, except as the Company shall pay the Executive a lump-sum cash payment equal to the value of the benefits or awards it is unable to vest, pay or give credit for. If the Executive's employment is terminated for any of the reasons set forth in Sections 7, 8 or 9 hereof. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 during a Change in Control PeriodArticle 7 herein, the Executive shall be entitled to receive the payments and benefits set forth provided in Section 7.1 herein in lieu of those set forth in this Section 6.4Article 7 herein.

Involuntary Termination by the Company without Cause. The At all times during the term of this Agreement, the Board may terminate the Executive’s 's employment, as provided under this Agreement, at any time, for reasons other than death, Disability Disability, Retirement, or for Cause (as defined in Section 6.5 hereof)Cause, by notifying the Executive in writing of the Company’s 's intent to terminate, at least thirty (30) calendar days prior to the effective date Effective Date of such terminationTermination that is specified by the Company in the written notice. In addition, the Company's unilateral decision to refrain from renewing the term of this Agreement at the Expiration Date shall be deemed an involuntary termination without Cause. Upon the expiration Effective Date of the thirty (30) day notice period the termination by the Company shall become effectiveTermination, and the Company shall pay to the Executive an amount payable in equal monthly installments over the following twenty-four (24) months equal to the product of two (2) times both the Base Salary and provide the Executive's target Annual Bonus established for the fiscal year in which the Executive's Effective Date of Termination occurs. The Company shall also pay to the Executive the benefits set forth amount equal to a pro rata share of target Annual Bonus for the calendar year in this Section 6.4. Upon which the Effective Date of Termination occurs (the calculation by which the Annual Bonus is multiplied by a termination of the Executive’s employment by the Company pursuant to this Section 6.4 at any time other than during a Change in Control Periodfraction, the Company shall continue to pay to numerator of which is the Executive his Base Salary then number of full completed days in effect for a period the bonus plan year through the Effective Date of twelve (12) full months following the effective date of such termination and shall provide to the Executive a continuation of his health and welfare benefits during such twelve (12) month period. If for any reason the Company is unable to continue health and welfare benefits as required by the preceding sentence, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump sum cash payment equal to the value of the benefits which the Company is unable to provide. Continuation of health benefits under this Section 6.4 will count againstTermination, and will not extend, the period during denominator of which benefits are required to be continued under COBRAis three hundred sixty-five (365). In addition, the Company shall make continue, at the same cost to the Executive as existed as of the Effective Date, all health, welfare, and benefit plan participation for two (2) full years following employment termination provided that the applicable COBRA health insurance benefit continuation period shall begin as of the Effective Date of Termination. The Company shall also provide the Executive with outplacement services not to exceed a prorated payment cost of fifty thousand dollars ($50,000). a) Any unvested stock options or any outstanding restricted stock, excluding restricted stock grants issued under a performance based plan, that would become vested (that is, transferable and nonforfeitable) if the Executive remained an employee through the Term of this Agreement will become vested as of the date of the Executive’s Bonus for 's termination of employment. The Executive must satisfy the fiscal year tax withholding requirements described in which termination occurs, calculated based upon Section 10 with respect to the performance of the restricted stock. The Executive against the bonus criteria established by the Board for the Executive in effect will be credited with age and service credit through the end of the month immediately preceding Term of this Agreement for purposes of computing benefits under the effective date Company's pension, medical and other benefit plans, and the Company will continue the executive's coverage under the company's benefit plans as if the executive remained employed through the end of the termination, subject term of this agreement. Service credited to the Board’s discretion executive for purposes of the company's pension plans pursuant to increase this subsection (ii) shall be in addition to any service credited to the executive pursuant to section 5(c). Notwithstanding the foregoing, if the company determines that giving such age and service credit or continued coverage could adversely affect the tax qualification or tax treatment of a benefit plan, or otherwise have adverse legal ramifications, the company may pay the executive a lump sum cash amount that reasonably approximates the after-tax value to the executive of such prorated payment. Furtherage and service credit and continued coverage through the end of the term of this agreement, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions in lieu of each governing plan or programgiving such credit and continued coverage. The Company and the Executive thereafter shall have no further obligations under this Agreement after the effective date of termination, except as set forth in Sections 7, 8 or 9 hereof. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 during a Change in Control Period, the Executive shall be entitled to receive the payments and benefits set forth in Section 7.1 herein in lieu of those set forth in this Section 6.4Agreement.

Involuntary Termination by the Company without Cause. The Board Company may terminate the Executive’s 's employment, as provided under this Restated Agreement, at any time, for reasons any reason other than death, Disability Disability, or for Cause (as defined in Section 6.5 hereof)Cause, by notifying the Executive in writing of the Company’s 's intent to terminate, at least thirty (30) calendar days prior to the effective date of such termination. Upon Subject to the payment of the Severance Payments provided below, the termination automatically shall become effective upon the expiration of the thirty (30) calendar day notice period (or such longer period specified in the termination by the Company shall become effectivenotice). Thereafter, this Restated Agreement, along with all corresponding rights, duties, and covenants, shall automatically expire. A nonrenewal or nonextension of this Restated Agreement or any term of this Restated Agreement, as described in Article 2 herein, shall not be deemed an involuntary termination under this Section 4.3 and, thereby, shall not trigger the payment of the Severance Payments described below. Subject to Section 4.4, in connection with an involuntary termination without Cause under this Section 4.3, the Company shall pay and provide to the Executive and provide the benefits set forth Executive with the following "Severance Payments": (a) A lump-sum cash amount equal to the Executive's unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to the Executive through and including the effective date of the termination (including, but not limited to, annual bonus or performance-based long-term incentives that have been earned, but not paid). Such payment shall constitute full satisfaction for these amounts owed to the Executive. (b) A lump-sum cash amount equal to the Executive's pro-rata annual bonus under the Company's annual bonus plan in this Section 6.4effect for the bonus plan year in which the Executive's date of termination occurs, provided and to the extent that any performance goals upon which such bonus is conditioned are attained. Upon In the event of such attainment, the pro-rata bonus to which the Executive shall become entitled shall be determined by multiplying (i) the actual bonus the Executive would have received based on the attained performance goals had the Executive continued in the Company's employ until the payment date of that bonus (as determined by the Compensation Committee of the Board after applying any negative discretion under the bonus plan) by (ii) a termination fraction, the numerator of which is the number of full completed months in the bonus plan year through the effective date of termination, and the denominator of which is twelve (12). This payment will be in lieu of any other payment to be made to the Executive under such annual bonus plan for such plan year. (c) A cash amount equal to the sum of (i) two (2) times the sum of the Executive’s 's Base Salary and (ii) the greater of: (A) one (1) times the Executive's target annual bonus under the Company's annual bonus plan in effect for the bonus plan year in which his employment with the Company terminates; or (B) two (2) times the actual annual bonus earned by the Company pursuant Executive in the bonus plan year prior to the year of employment termination under the annual bonus plan in effect for such prior plan year. For the purposes of this Section 6.4 at any time other than during a Change in Control Periodcalculation, the Company Executive's highest Base Salary during the twelve (12) months prior to his termination of employment shall continue be used. (d) All long-term incentive awards shall be subject to pay the treatment provided under the Company's Long-Term Stock Incentive Compensation Program (as amended, or any successor plans thereto) and/or the applicable award agreements thereunder. (e) A lump sum amount (the "Healthcare Cost") equal to the cost of medical insurance and dental shall be provided to the Executive his Base Salary then at the same coverage level (with all premium costs borne by the Company) as in effect as of the date of the Executive's termination for a period of twelve twenty-four (1224) full months following the effective Executive's date of termination based on the monthly COBRA cost of such termination coverage under the Company's medical and shall provide dental plans pursuant to the Executive a continuation of his health and welfare benefits during such twelve (12) month period. If for any reason the Company is unable to continue health and welfare benefits as required by the preceding sentence, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump sum cash payment equal to the value Section 4980B of the benefits which Code on the Company is unable to provide. Continuation Executive's date of health benefits under this Section 6.4 will count against, and will not extend, the period during which benefits are required to be continued under COBRAtermination. In addition, the Company shall make a prorated pay to the Executive an additional amount sufficient to fully cover the federal, state and local income and employment tax liability attributable to such Healthcare Cost and the additional tax gross-up payment made under this Section 4.3(e). Subject to Section 4.5, such tax gross-up payment shall be paid to or on behalf of the Executive at the time the federal, state and local taxes to which it relates are remitted to the tax authorities. Subject to Section 4.5, the payments under Section 4.3(c) and 4.3(e) (other than the tax gross-up payment) shall be made within sixty (60) days following the Executive's Separation from Service provided that if any release is required under Section 9.7 (the "Release") then such Release must become effective during such sixty (60)-day period following any applicable revocation period. Subject to Section 4.5, the payment under Section 4.3(b) shall be made in the year following the year of the Executive’s Bonus for 's termination but no later than the fiscal year in which termination occurs, calculated based upon the performance fifteenth day of the Executive against the bonus criteria established by the Board for the Executive in effect through the end of the third calendar month immediately preceding the effective date of the termination, subject to the Board’s discretion to increase the amount of such prorated paymentsubsequent year, provided that any required Release has become effective following any applicable revocation period. FurtherIf triggered, the Company Severance Payments provided under this Section 4.3 shall pay the Executive be in lieu of all other benefits provided to which the Executive has a vested right at the time, according to under the provisions of each governing plan or program. The Company and the Executive thereafter shall have no further obligations under this Agreement after the effective date of termination, except as set forth in Sections 7, 8 or 9 hereof. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 during a Change in Control Period, the Executive shall be entitled to receive the payments and benefits set forth in Section 7.1 herein in lieu of those set forth in this Section 6.4Restated Agreement.

Involuntary Termination by the Company without Cause. The Board Company may terminate the Executive’s 's employment, as provided under this Agreement, at any time, for reasons any reason other than death, Disability Disability, or for Cause (as defined in Section 6.5 hereof)Cause, by notifying the Executive in writing of the Company’s 's intent to terminate, at least thirty (30) calendar days prior to the effective date of such termination. Upon Subject to the payment of the Severance Payments provided below, the termination automatically shall become effective upon the expiration of the thirty (30) calendar day notice period the termination by the Company shall become effectiveperiod. Thereafter, this Agreement, along with all corresponding rights, duties, and covenants, shall automatically expire. A nonrenewal or nonextension of this Agreement or any term of this Agreement, as described in Article 2 herein, shall not be deemed an involuntary termination under this Section 4.3 and, thereby, shall not trigger the payment of the Severance Payments described below. Subject to Section 4.4, upon the effective date of an involuntary termination without Cause under this Section 4.3, the Company shall pay and provide to the Executive and provide the benefits set forth in this Section 6.4. Upon a termination of Executive with the following "Severance Payments": (a) A lump-sum cash amount equal to the Executive’s employment 's unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by the Company pursuant to this Section 6.4 at any time other than during a Change in Control Period, the Company shall continue to pay and owed to the Executive his Base Salary then in effect for a period of twelve (12) full months following the effective date of such termination through and shall provide to the Executive a continuation of his health and welfare benefits during such twelve (12) month period. If for any reason the Company is unable to continue health and welfare benefits as required by the preceding sentence, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump sum cash payment equal to the value of the benefits which the Company is unable to provide. Continuation of health benefits under this Section 6.4 will count against, and will not extend, the period during which benefits are required to be continued under COBRA. In addition, the Company shall make a prorated payment of the Executive’s Bonus for the fiscal year in which termination occurs, calculated based upon the performance of the Executive against the bonus criteria established by the Board for the Executive in effect through the end of the month immediately preceding including the effective date of the terminationtermination (including, subject but not limited to, annual bonus or performance-based long-term incentives that have been earned, but not paid). Such payment shall constitute full satisfaction for these amounts owed to the Board’s discretion Executive. (b) A lump-sum cash amount equal to increase the amount Executive's target annual bonus under the Company's annual bonus plan in effect for the bonus plan year in which the Executive's date of such prorated payment. Furthertermination occurs, multiplied by a fraction, the Company shall pay numerator of which is the Executive all other benefits to which number of full completed months in the Executive has a vested right at the time, according to the provisions of each governing bonus plan or program. The Company and the Executive thereafter shall have no further obligations under this Agreement after year through the effective date of termination, except as set forth and the denominator of which is twelve (12). This payment will be in Sections 7, 8 or 9 hereof. Upon a termination lieu of any other payment to be made to the Executive under such annual bonus plan for such plan year. (c) A cash amount equal to two (2) times the sum of the Executive’s 's Base Salary and the greater of: (i) the Executive's target annual bonus under the Company's annual bonus plan in effect for the bonus plan year in which his employment with the Company terminates; or (ii) the actual annual bonus earned by the Executive in the bonus plan year prior to the year of employment termination under the annual bonus plan in effect for such prior plan year. For the purposes of this calculation, the Executive's highest Base Salary during the twelve (12) months prior to his termination of employment shall be used. (d) All long-term incentive awards shall be subject to the treatment provided under the Company's Long-Term Stock Incentive Compensation Program (as amended, or any successor plans thereto) and/or the applicable award agreements thereunder. (e) A continuation for a twenty-four (24) month period of the Executive's medical insurance and dental insurance coverage. These benefits shall be provided by the Company pursuant to the Executive beginning immediately upon the date of the Executive's termination. Such benefits shall be provided to the Executive at the same coverage level (with all premium costs borne by the Company) as in effect as of the date of the Executive's termination for a period of twenty-four (24) months following the Executive's date of termination. Notwithstanding the above, these medical and dental insurance benefits shall be discontinued prior to the end of the stated continuation period in the event the Executive receives substantially similar benefits from a subsequent employer, as determined solely by the Board in good faith. However, if the benefits received from the subsequent employer do not cover the preexisting medical conditions of the Executive or a covered member of the Executive's family, the continuation period shall continue, but not beyond the twenty-fourth (24th) month following the Executive's date of termination. For purposes of enforcing this Section 6.4 during a Change in Control Periodoffset provision, the Executive shall be entitled deemed to receive have a duty to keep the payments Company informed as to the terms and conditions of any subsequent employment and the corresponding benefits set forth earned from such employment and shall provide, or cause to provide, to the Company in writing correct, complete, and timely information concerning the same. If triggered, the Severance Payments provided under this Section 7.1 herein 4.3 and any State Tax Equalization Payment under Section 3.11 shall be in lieu of those set forth in all other benefits provided to the Executive under the provisions of this Section 6.4Agreement.