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

Involuntary Termination by the Company without Cause. The Company may terminate the Executive's employment, as provided under this Agreement, at any time, for any reason other than death, Disability, or for 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 of such termination. 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. 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 to the Executive and provide the 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 target 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, multiplied by a 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 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 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 offset provision, the Executive shall be deemed to have a duty to keep the Company informed as to the terms and conditions of any subsequent employment and the corresponding benefits 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 4.3 shall be in lieu of all other benefits provided to the Executive under the provisions of this Agreement.

Involuntary Termination by the Company without Cause. The Company At all times during employment, the Board may terminate the Executive's employment, as provided under this Agreement, at any time, ’s employment for any reason reasons other than death, Disability, Disability or for Cause, by notifying providing to the Executive in writing a Notice of Termination. (a) Such Notice of Termination shall be irrevocable absent the express, mutual consent of the Company's intent to terminate, at least thirty parties. (30b) calendar days prior to Upon the effective date Effective Date of such termination. Subject to the payment of the Severance Payments provided below, the termination automatically shall become effective upon the expiration of the thirty Termination (30) calendar day notice period. 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 4.3a Qualifying Termination), the Company shall pay and provide to the Executive and provide the Executive with the following "Severance Payments"Executive: (a1) A lump-sum cash An amount equal to two times the Executive's unpaid ’s annual 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 target annual bonus under the Company's annual bonus plan in effect Salary established for the bonus plan fiscal year in which the Executive's date Effective Date of termination Termination occurs, multiplied by a 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.; (c2) A cash An amount equal to two (2) times the sum Executive’s Target Annual Bonus established for the fiscal year in which the Effective Date of Termination occurs; (3) A continuation of the Executive's Base Salary welfare benefits of health care, life and the greater of: accidental death and dismemberment, and disability insurance coverage (i) the Executive's target annual bonus or if continuation under the Company's annual bonus plan in effect for ’s then current plans is not allowed, then provision at 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 Company’s expense but subject to the treatment provided payment by Executive of those payments which Executive would have been obligated to make under the Company's Long-Term Stock Incentive Compensation Program (as amended’s then current plan, of substantially similar welfare benefits from one or any successor plans theretomore third party providers) and/or after the applicable award agreements thereunder. (e) A continuation Effective Date of Termination for a twenty-four (24) month period of the Executive's medical insurance and dental insurance coveragetwo years. These Such benefits shall be provided by or paid in accordance with the Company Company’s regular payroll practice applicable to the Executive beginning immediately upon the date of the Executive's terminationsuch benefits. Such These 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 Effective Date of Termination, and at the same premium cost to the Executive which was paid by the 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 Executive's termination Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a period corresponding manner. The continuation of twenty-four (24) months following the Executive's date of termination. Notwithstanding the above, these medical and dental insurance welfare benefits shall be discontinued if prior to the end expiration of the stated continuation period in the event two-year period, the Executive receives has available substantially similar benefits at a comparable cost to the Executive from a subsequent employer, as determined solely by the Committee in good faith. HoweverBoard or Compensation Committee; (4) All outstanding equity awards granted to the Executive shall become fully vested and exercisable, if as applicable, and all restrictions to which such awards may be subject shall immediately lapse; (5) An amount equal to the Executive’s unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; and (6) All other benefits received from to which the subsequent employer do not cover Executive has a vested right at the preexisting medical conditions time, according to the provisions of the Executive governing plan or a covered member program. (c) In the event that the Board terminates the Executive’s employment without Cause on or after the date of the Executive's family, announcement of 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 offset provisiontransaction which leads to a COC, the Executive shall be deemed entitled to have the COC 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’s employment terminates prior to the COC, the COC Severance Benefits shall be paid on the same schedule as the Severance Benefits. (d) Subject to Article 9 and Section 15.10, payment of all benefits described in Sections 7.4(b)(1) and (2) shall be made in a duty single sum on the Payment Date. (e) Except as specifically provided in Section 7.4(d), all other payments due to keep the Executive upon termination of employment shall be paid in accordance with the terms of such applicable plans or programs. (f) With the exception of Articles 8, 9, 10, 11, 12, 13, 14, 15, and 17 and Section 7.4 (which shall survive such termination), the Company informed as and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.4. (g) Notwithstanding anything herein to the terms contrary, and conditions of any subsequent employment and the corresponding benefits earned from such employment and shall provide, or cause to provide, subject to the Company in writing correct, complete, and timely information concerning provisions of Section 409A of the same. If triggeredCode, the Severance Payments provided Company’s payment obligations under this Section 4.3 7.4 shall be in lieu of all other benefits provided offset by any amounts that the Company is required to pay to the Executive under the provisions of this Agreementa national statutory severance program applicable to such Executive.

Involuntary Termination by the Company without Cause. The Company At all times during the Term, the Board may terminate the Executive's employment, as provided under this Agreement, at any time, ’s employment for any reason reasons other than death, Disability, Disability or for 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. Subject to the payment notice. (a) Such Notice of Termination shall be irrevocable absent express, mutual consent of the Severance Payments provided belowparties. (b) Upon the Effective Date of Termination (not a Qualifying Termination), the termination automatically shall become effective upon following the expiration of the thirty (30) calendar 60-day notice period. 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 Executive with the following "Severance Payments"in equal installments on a biweekly basis ratably over 52 weeks: (a1) A lump-sum cash An amount equal to the Executive's unpaid ’s annual Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to Salary established for the Executive through and including fiscal year in which the effective date 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.Termination occurs; (b2) A lump-sum cash An amount equal to the Executive's target annual bonus under the Company's annual bonus plan in effect ’s Targeted Annual Bonus Award established for the bonus plan fiscal year in which the Executive's date Effective Date of termination Termination occurs; (3) A continuation of the welfare benefits of health care, multiplied by a fraction, the numerator of which is the number of full completed months in the bonus plan year through the effective date of terminationlife and accidental death and dismemberment, and the denominator of which is twelve disability insurance coverage (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 Base Salary and the greater of: (i) the Executive's target annual bonus or if continuation under the Company's annual bonus plan in effect for ’s then current plans is not allowed, then provision at 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 Company’s expense but subject to the treatment provided payment by Executive of those payments which Executive would have been obligated to make under the Company's Long-Term Stock Incentive Compensation Program ’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 (as amended, or any successor plans theretopayments in lieu thereof) 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 or paid in accordance with the Company Company’s regular payroll practice applicable to the Executive beginning immediately upon the date of the Executive's terminationsuch benefits. Such These 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 Effective Date of Termination, and at the same premium cost to the Executive which was paid by the 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 Executive's termination Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a period corresponding manner. The continuation of twenty-four (24) months following the Executive's date of termination. Notwithstanding the above, these medical and dental insurance welfare benefits shall be discontinued if prior to the end expiration of the stated continuation period in the event period, the Executive receives has available substantially similar benefits at a comparable cost to the Executive from a subsequent employer, as determined solely by the Committee in good faith. HoweverBoard 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, if as applicable, and all restrictions to which such awards may be subject shall immediately lapse; (5) If a CIC is consummated on or prior to the benefits received from the subsequent employer do not cover the preexisting medical conditions first anniversary of the Executive or a covered member Effective Date of Termination, then, prior to the consummation of such CIC, (i) the Company shall deliver to the Executive, in exchange for no consideration, the number of shares of the Executive's family, 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 continuation period Executive shall continue, but not beyond the twenty-fourth accelerate in full; (24th6) month following An amount equal to the Executive's ’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 the governing plan or program. (a) In the event that the Board terminates the Executive’s employment without Cause on or after the date of termination. For purposes the announcement of enforcing this offset provisionthe transaction which leads to a CIC, the Executive shall be deemed entitled to have a duty 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 keep 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 informed as and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.4. (d) Notwithstanding anything herein to the terms contrary, and conditions of any subsequent employment and the corresponding benefits earned from such employment and shall provide, or cause to provide, subject to the Company in writing correct, complete, and timely information concerning provisions of Section 409A of the same. If triggeredCode, the Severance Payments provided Company’s payment obligations under this Section 4.3 7.4 shall be in lieu of all other benefits provided offset by any amounts that the Company is required to pay to the Executive under the provisions of this Agreementa national statutory severance program applicable to such Executive.

Involuntary Termination by the Company without Cause. The Company may terminate the Executive's employment, as provided under this Restated Agreement, at any time, for any reason other than death, Disability, or for 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 of such termination. 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 periodperiod (or such longer period specified in the notice). 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, upon the effective date of in connection with an involuntary termination without Cause under this Section 4.3, the Company shall pay to the Executive and provide the 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 target 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, multiplied provided and to the extent that any performance goals upon which such bonus is conditioned are attained. 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 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 Base Salary and (ii) the greater of: : (iA) 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 (iiB) two (2) times 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 lump sum amount (24the "Healthcare Cost") month period equal to the cost of the Executive's medical insurance and dental insurance coverage. These benefits shall be provided by the Company 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 termination based on the above, these monthly COBRA cost of such coverage under the Company's medical and dental insurance benefits shall be discontinued prior plans pursuant to the end Section 4980B 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 Code on the Executive's date of termination. For purposes of enforcing this offset provisionIn addition, the Company shall 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 deemed paid to have a duty or on behalf of the Executive at the time the federal, state and local taxes to keep the Company informed as which it relates are remitted to the terms tax authorities. Subject to Section 4.5, the payments under Section 4.3(c) and conditions 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 termination but no later than the fifteenth day of the third calendar month of such subsequent year, provided that any subsequent employment and the corresponding benefits earned from such employment and shall provide, or cause to provide, to the Company in writing correct, complete, and timely information concerning the samerequired Release has become effective following any applicable revocation period. If triggered, the Severance Payments provided under this Section 4.3 shall be in lieu of all other benefits provided to the Executive under the provisions of this Restated Agreement.

Involuntary Termination by the Company without Cause. The Company may terminate the Executive's employment, as provided under this Agreement, at any time, for any reason other than death, Disability, or for 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 of such termination. 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. 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 to the Executive and provide the 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 target 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, multiplied by a 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 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 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 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 offset provision, the Executive shall be deemed to have a duty to keep the Company informed as to the terms and conditions of any subsequent employment and the corresponding benefits 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 4.3 and any State Tax Equalization Payment under Section 3.11 shall be in lieu of all other benefits provided to the Executive under the provisions of this Agreement.

Involuntary Termination by the Company without Cause. The Company may terminate the Executive's employment, as provided under this Restated Agreement, at any time, for any reason other than death, Disability, or for 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 of such termination. 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 periodperiod (or such longer period specified in the notice). 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, upon the effective date of in connection with an involuntary termination without Cause under this Section 4.3, the Company shall pay to the Executive and provide the 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 no 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 target 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, multiplied provided and to the extent that any performance goals upon which such bonus is conditioned are attained. 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 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 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 lump sum amount (24the "Healthcare Cost") month period equal to the cost of the Executive's medical insurance and dental insurance coverage. These benefits shall be provided by the Company 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 termination based on the above, these monthly COBRA cost of such coverage under the Company's medical and dental insurance benefits shall be discontinued prior plans pursuant to the end Section 4980B 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 Code on the Executive's date of termination. For purposes of enforcing this offset provisionIn addition, the Company shall 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 deemed paid to have a duty or on behalf of the Executive at the time the federal, state and local taxes to keep the Company informed as which it relates are remitted to the terms tax authorities. Subject to Section 4.5, the payments under Section 4.3(c) and conditions 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 termination but no later than the fifteenth day of the third calendar month of such subsequent year, provided that any subsequent employment and the corresponding benefits earned from such employment and shall provide, or cause to provide, to the Company in writing correct, complete, and timely information concerning the samerequired Release has become effective following any applicable revocation period. If triggered, the Severance Payments provided under this Section 4.3 shall be in lieu of all other benefits provided to the Executive under the provisions of this Restated Agreement.

Involuntary Termination by the Company without Cause. The Company At all times during the Employment Term and outside the Window Period, the Board may terminate the Executive's employment, as provided under this Agreement, at any time, time for any reason reasons other than death, Disability, a suspension for Disability or a termination for 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 of such termination. Subject to Upon the payment effective date of the Severance Payments provided belowsuch termination, the termination automatically shall become effective upon following the expiration of the thirty (30) calendar day notice period. Thereafter, this Agreementthe Company shall (i) pay the Executive a lump sum amount equal to the sum of (x) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, along with a prorata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all corresponding rights, dutieslong-term incentive awards of the Executive, and covenants(iii) continue, shall automatically expireat the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. 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 4.3Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the Executive and provisions of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive with for the following "Severance Payments": (a) A lump-sum cash amount equal to cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to employment is terminated during 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 target 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, multiplied by a 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 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 Window Period by the Executive in the bonus plan year prior to the year of employment termination under the annual bonus plan in effect Board 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, reasons other than a suspension for Disability 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 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 offset provisionCause, the Executive shall be deemed entitled to have a duty to keep receive the Company informed as to the terms and conditions of any subsequent employment and the corresponding benefits earned from such employment and shall provide, or cause to provide, to the Company provided in writing correct, complete, and timely information concerning the same. If triggered, the Severance Payments provided under this Section 4.3 shall be 7.1 herein in lieu of all other the benefits provided to the Executive under the provisions of set forth in this AgreementSection 6.5.

Involuntary Termination by the Company without Cause. The Company At all times during the term of this Agreement, the Board may terminate the Executive's employment, as provided under this Agreement, at any time, for any reason reasons other than death, Disability, Retirement, or for 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. Subject to the payment of the Severance Payments provided belowIn addition, the termination automatically shall become effective upon Company's unilateral decision to refrain from renewing the expiration of the thirty (30) calendar day notice period. Thereafter, this Agreement, along with all corresponding rights, duties, and covenants, shall automatically expire. A nonrenewal or nonextension term of this Agreement or any term of this Agreement, as described in Article 2 herein, at the Expiration Date shall not be deemed an involuntary termination under this Section 4.3 and, thereby, shall not trigger without Cause. Upon the payment Effective Date of the Severance Payments described below. Subject to Section 4.4, upon the effective date of an involuntary termination without Cause under this Section 4.3Termination, the Company shall pay to the Executive and provide the Executive with an amount payable in equal monthly installments over the following "Severance Payments": twenty-four (a24) A lump-sum cash amount months equal to the Executive's unpaid product of two (2) times both the Base Salary, accrued vacation pay, unreimbursed business expenses, Salary 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 target annual bonus under the Company's annual bonus plan in effect Annual Bonus established for the bonus plan fiscal year in which the Executive's date Effective Date of termination Termination occurs, . The Company shall also pay to the Executive the amount equal to a pro rata share of target Annual Bonus for the calendar year in which the Effective Date of Termination occurs (the calculation by which the Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed months days in the bonus plan year through the effective date Effective Date of terminationTermination, and the denominator of which is twelve three hundred sixty-five (12365). This payment will be in lieu of any other payment to be made In addition, the Company shall continue, at the same cost to the Executive under such annual bonus as existed as of the Effective Date, all health, welfare, and benefit plan participation for such plan year. (c) A cash amount equal to two (2) times full years following employment termination provided that the sum applicable COBRA health insurance benefit continuation period shall begin as of the Executive'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 Effective Date of Termination. The Company terminates; or (ii) the actual annual bonus earned by shall also provide the Executive in with outplacement services not to exceed a 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 bonus plan year prior to Executive remained an employee through the year of employment termination under the annual bonus plan in effect for such prior plan year. For the purposes Term 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 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 Agreement will become vested as of the date of the Executive's termination for a period of twenty-four (24) months following employment. The Executive must satisfy the Executive's date of terminationtax withholding requirements described in Section 10 with respect to the restricted stock. Notwithstanding the above, these medical The Executive will be credited with age and dental insurance benefits shall be discontinued prior to service credit through the end of the stated continuation period Term of this Agreement for purposes of computing benefits under the 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 term of this agreement. Service credited to the executive for purposes of the company's pension plans pursuant to this subsection (ii) shall be in addition to any service credited to the event executive pursuant to section 5(c). Notwithstanding the Executive receives substantially similar benefits from a subsequent employer, as determined solely by the Committee in good faith. Howeverforegoing, if the benefits received from company determines that giving such age and service credit or continued coverage could adversely affect the subsequent employer do not cover tax qualification or tax treatment of a benefit plan, or otherwise have adverse legal ramifications, the preexisting medical conditions company may pay the executive a lump sum cash amount that reasonably approximates the after-tax value to the executive of such age and service credit and continued coverage through the end of the Executive or a covered member term of the Executive's familythis agreement, 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 offset provision, the Executive shall be deemed to have a duty to keep the Company informed as to the terms and conditions of any subsequent employment and the corresponding benefits 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 4.3 shall be in lieu of all other benefits provided to the Executive giving such credit and continued coverage. The Company thereafter shall have no further obligations under the provisions of this Agreement.