Common use of Involuntary Termination of Employment Clause in Contracts

Involuntary Termination of Employment. PRIOR TO A CHANGE IN CONTROL OR EXECUTIVE'S RETIREMENT DATE. In the event of Executive's involuntary Termination of Employment without Cause prior to the earlier of a Change in Control or Executive's Retirement Date, the Company agrees to pay to or provide Executive with the following: (a) A single cash payment in an amount equal to the Severance Multiple multiplied by the sum of (i) the highest Base Salary paid to Executive during his employment by the Company plus (ii) the Executive's then-current target bonus opportunity (stated in terms of a percentage of Base Salary) established under the Company's Annual Corporate Performance Incentive Plan for Officers (or any successor plan thereto), if any, in effect on the Termination Date, which payment shall be made within thirty (30) days after the Termination Date. (b) Payment of retirement benefits and death benefits, computed in accordance with Paragraph 3 of this Agreement as if Executive's Retirement had occurred on the Termination Date, which such payments shall be made in accordance with the provisions of Paragraph 3 as if Executive's Retirement had occurred on the Termination Date. (c) A single cash payment in an amount equal to Executive's unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to Executive through the Termination Date. (d) A single cash payment in an amount equal to the greater of (i) the Executive's then-current target bonus opportunity (stated in terms of a percentage of Base Salary) established under the Company's Annual Corporate Performance Incentive Plan for Officers (or any successor plan thereto), if any, for the incentive plan year in which the Termination Date occurs, adjusted on a pro-rata basis based on the number of days Executive was actually employed during such incentive plan year or (ii) the actual bonus earned through the Termination Date under the Company's Annual Corporate Performance Incentive Plan for Officers (or any successor plan thereto), if any, based on the then-current level of goal achievement; which payment shall be made at the same time as the payments are made to the Company's other employees under the Company's

Involuntary Termination of Employment. PRIOR TO A CHANGE IN CONTROL OR EXECUTIVE'S RETIREMENT DATE. In the event the Grantee’s employment with the Company is terminated by the Company not for Cause (as defined below) other than as set forth in subparagraph (e)(v) below, a pro rata portion of Executive's involuntary Termination the Restricted Cash Units will vest upon such termination. Such pro rata vesting will be determined based on the full number of Employment without Cause months completed in the vesting period for the applicable vesting tranche prior to such termination of employment. For example, if the earlier of a Change in Control or Executive's Retirement Grantee’s employment is terminated by the Company not for Cause eighteen full months after the Grant Date, the Company agrees Restricted Cash Units will vest as to pay to or provide Executive with 41.67% of the following: Award upon such termination (a) A single cash payment in an amount equal to one third of the Severance Multiple multiplied by Award having already vested twelve months after the sum Grant Date). Any remaining unvested portion of the Restricted Cash Units will be immediately forfeited. “Cause” shall mean (i) conviction of the highest Base Salary paid to Executive during his employment by the Company plus Grantee of a felony involving moral turpitude or dishonesty; (ii) the Executive's then-current target bonus opportunity (stated Grantee, in terms of a percentage of Base Salary) established under carrying out his or her duties for the Company's Annual Corporate Performance Incentive Plan , has been guilty of (A) gross neglect or (B) willful misconduct; provided, however, that any act or failure to act by the Grantee shall not constitute Cause for Officers this purpose if such act or failure to act was committed, or omitted, by the Grantee in good faith and in a manner reasonably believed to be in the overall best interests of the Company; (iii) the Grantee’s continued willful refusal to obey any appropriate policy or any successor plan thereto)requirement duly adopted by the Company and the continuance of such refusal after receipt of notice; or (iv) Grantee’s sustained failure to perform the essential duties of Grantee’s role after receipt of notice. The determination of whether the Grantee acted in good faith and that he or she reasonably believed his or her action to be in the Company’s overall best interest will be in the reasonable judgment of the General Counsel of XL or, if anythe General Counsel shall have an actual or potential conflict of interest, in effect on the Termination Date, which payment shall be made within thirty (30) days after Compensation Committee of the Termination DateBoard of Directors of XL. (b) Payment of retirement benefits and death benefits, computed in accordance with Paragraph 3 of this Agreement as if Executive's Retirement had occurred on the Termination Date, which such payments shall be made in accordance with the provisions of Paragraph 3 as if Executive's Retirement had occurred on the Termination Date. (c) A single cash payment in an amount equal to Executive's unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to Executive through the Termination Date. (d) A single cash payment in an amount equal to the greater of (i) the Executive's then-current target bonus opportunity (stated in terms of a percentage of Base Salary) established under the Company's Annual Corporate Performance Incentive Plan for Officers (or any successor plan thereto), if any, for the incentive plan year in which the Termination Date occurs, adjusted on a pro-rata basis based on the number of days Executive was actually employed during such incentive plan year or (ii) the actual bonus earned through the Termination Date under the Company's Annual Corporate Performance Incentive Plan for Officers (or any successor plan thereto), if any, based on the then-current level of goal achievement; which payment shall be made at the same time as the payments are made to the Company's other employees under the Company's

Involuntary Termination of Employment. PRIOR TO A CHANGE IN CONTROL OR EXECUTIVE'S RETIREMENT DATE. In the event of Executive's involuntary the Involuntary Termination of Employment without Cause prior to in the earlier circumstance of a Change in Control Control, Executive shall be entitled to receive his base salary then in effect or his Average Annual Compensation, whichever is greater, for a period of two (2) years; any vested benefits under any Company retirement plan, profit sharing or supplemental retirement plan in which he may participate; the continuation at Company's expense for two (2) years of any club memberships held by Executive for which reimbursement was provided by Company; and, for a period of two (2) years, continue to be provided with an automobile, or reimbursement of automobile expense. In lieu of the continuation of the foregoing pay and benefits provided for in the foregoing sentence, Executive may elect to receive some or all of such pay and benefits in a lump sum, the same to be paid within sixty (60) days of Executive's Retirement Datewritten election, which election must be made within sixty (60) days of the Company agrees Involuntary Termination of Employment. Executive shall have the right to pay to exercise any vested or provide unvested stock options held by Executive with at the following: (adate of termination within the one year period after the date of such Involuntary Termination of Employment but not later than the expiration date(s) A single cash payment of such stock options, or if such exercise is not permitted or, in any event, if Executive so elects, an amount equal to the Severance Multiple multiplied by bargain element of such options, vested or unvested, shall be paid. Executive shall also receive for two (2) years after Termination the sum of (i) same health, life and disability insurance coverages for which he was eligible during employment. Executive shall also receive a payment in cash for any unutilized vacation benefits accrued for Executive. Notwithstanding the highest Base Salary paid to Executive during his employment by the Company plus (ii) the Executive's then-current target bonus opportunity (stated in terms of a percentage of Base Salary) established under the Company's Annual Corporate Performance Incentive Plan for Officers (or any successor plan thereto)foregoing, if anythe Executive dies within three months from the date of the Involuntary Termination of Employment, his vested and unvested stock options may be exercised within the one year period after the date of such Involuntary Termination of Employment but not later than the expiration date(s) of such stock options, or if such exercise is not permitted or, in effect on the Termination Dateany event, which payment shall be made within thirty (30) days after the Termination Date. (b) Payment of retirement benefits and death benefitsif Executive so elects, computed in accordance with Paragraph 3 of this Agreement as if Executive's Retirement had occurred on the Termination Date, which such payments shall be made in accordance with the provisions of Paragraph 3 as if Executive's Retirement had occurred on the Termination Date. (c) A single cash payment in an amount equal to Executive's unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to Executive through the Termination Date. (d) A single cash payment in an amount equal to the greater bargain element of (i) the Executive's then-current target bonus opportunity (stated in terms of a percentage of Base Salary) established under the Company's Annual Corporate Performance Incentive Plan for Officers (such options, vested or any successor plan thereto)unvested, if any, for the incentive plan year in which the Termination Date occurs, adjusted on a pro-rata basis based on the number of days Executive was actually employed during such incentive plan year or (ii) the actual bonus earned through the Termination Date under the Company's Annual Corporate Performance Incentive Plan for Officers (or any successor plan thereto), if any, based on the then-current level of goal achievement; which payment shall be made at paid. For purposes of this Section 6.04, the same time bargain element of options shall be determined as of the payments are made to the Company's other employees under the Company'sdate a Change of Control occurs.

Involuntary Termination of Employment. PRIOR TO A CHANGE IN CONTROL OR EXECUTIVE'S RETIREMENT DATE. In the event of Executive's involuntary the Involuntary Termination of Employment without Cause prior to in the earlier circumstance of a Change in Control Control, Executive shall be entitled to receive his base salary then in effect or his Average Annual Compensation, whichever is greater, for a period of one (1) year; any vested benefits under any Company retirement plan, profit sharing or supplemental retirement plan in which he may participate; the continuation at Company's expense for one (1) year of any club memberships held by Executive for which reimbursement was provided by Company; and, for a period of one (1) year, continue to be provided with an automobile, or reimbursement of automobile expense. In lieu of the continuation of the foregoing pay and benefits provided for in the foregoing sentence, Executive may elect to receive some or all of such pay and benefits in a lump sum, the same to be paid within sixty (60) days of Executive's Retirement Datewritten election, which election must be made within sixty (60) days of the Company agrees Involuntary Termination of Employment. Executive shall have the right to pay to exercise any vested or provide unvested stock options held by Executive with at the following: (adate of termination within the one year period after the date of such Involuntary Termination of Employment but not later than the expiration date(s) A single cash payment of such stock options, or if such exercise is not permitted or, in any event, if Executive so elects, an amount equal to the Severance Multiple multiplied by bargain element of such options, vested or unvested, shall be paid. Executive shall also receive for one (1) year after Termination the sum of (i) same health, life and disability insurance coverages for which he was eligible during employment. Executive shall also receive a payment in cash for any unutilized vacation benefits accrued for Executive. Notwithstanding the highest Base Salary paid to Executive during his employment by the Company plus (ii) the Executive's then-current target bonus opportunity (stated in terms of a percentage of Base Salary) established under the Company's Annual Corporate Performance Incentive Plan for Officers (or any successor plan thereto)foregoing, if anythe Executive dies within three months from the date of the Involuntary Termination of Employment, his vested and unvested stock options may be exercised within the one year period after the date of such Involuntary Termination of Employment but not later than the expiration date(s) of such stock options, or if such exercise is not permitted or, in effect on the Termination Dateany event, which payment shall be made within thirty (30) days after the Termination Date. (b) Payment of retirement benefits and death benefitsif Executive so elects, computed in accordance with Paragraph 3 of this Agreement as if Executive's Retirement had occurred on the Termination Date, which such payments shall be made in accordance with the provisions of Paragraph 3 as if Executive's Retirement had occurred on the Termination Date. (c) A single cash payment in an amount equal to Executive's unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to Executive through the Termination Date. (d) A single cash payment in an amount equal to the greater bargain element of (i) the Executive's then-current target bonus opportunity (stated in terms of a percentage of Base Salary) established under the Company's Annual Corporate Performance Incentive Plan for Officers (such options, vested or any successor plan thereto)unvested, if any, for the incentive plan year in which the Termination Date occurs, adjusted on a pro-rata basis based on the number of days Executive was actually employed during such incentive plan year or (ii) the actual bonus earned through the Termination Date under the Company's Annual Corporate Performance Incentive Plan for Officers (or any successor plan thereto), if any, based on the then-current level of goal achievement; which payment shall be made at paid. For purposes of this Section 6.04, the same time bargain element of options shall be determined as of the payments are made to the Company's other employees under the Company'sdate a Change of Control occurs.

Involuntary Termination of Employment. PRIOR TO A CHANGE IN CONTROL OR EXECUTIVE'S RETIREMENT DATE. In the event of Executive's involuntary Termination of Employment without Cause prior to the earlier of a Change in Control or Executive's Retirement Date, the Company agrees to pay to or provide Executive with the following: (a) A single cash payment in an amount equal to the Severance Multiple multiplied by the sum of (i) the highest Base Salary paid to Executive during his employment by the Company plus (ii) the Executive's then-current target bonus opportunity (stated in terms of a percentage of Base Salary) established under the Company's Annual Corporate Performance Incentive Plan for Officers (or any successor plan thereto), if any, in effect on the Termination Date, which payment shall be made within thirty (30) days after the Termination Date. (b) Payment of retirement benefits and death benefits, computed in accordance with Paragraph 3 of this Agreement as if Executive's Retirement had occurred on the Termination Date, which such payments shall be made in accordance with the provisions of Paragraph 3 as if Executive's Retirement had occurred on the Termination Date. (c) A single cash payment in an amount equal to Executive's unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to Executive through the Termination Date. (d) A single cash payment in an amount equal to the greater of (i) the Executive's then-current target bonus opportunity (stated in terms of a percentage of Base Salary) established under the Company's Annual Corporate Performance Incentive Plan for Officers (or any successor plan thereto), if any, for the incentive plan year in which the Termination Date occurs, adjusted on a pro-rata basis based on the number of days Executive was actually employed during such incentive plan year or (ii) the actual bonus earned through the Termination Date under the Company's Annual Corporate Performance Incentive Plan for Officers (or any successor plan thereto), if any, based on the then-current level of goal achievement; which payment shall be made at the same time as the payments are made to the Company's other employees under the Company's's Annual Corporate Performance Incentive Plan for Officers (or any successor plan thereto), if any, for the incentive plan year during which the Termination Date occurs. (e) Conveyance of possession and title to the Company-owned automobile, if any, used by Executive in connection with his employment immediately prior to the Termination Date within thirty (30) days after such Termination Date. (f) A single cash payment of the Value of the Stock Options, which payment shall be paid within ten (10) days following the expiration of such Stock Options. (g) Medical Insurance coverage for Executive until Executive reaches the age of sixty (60) (July 24, 2011) or his earlier death under such terms and conditions as are most closely comparable to the "Plan B" or HMO coverage option provided Executive under the Company's Group Medical Benefits Plan on the Termination Date and as shall be thereafter customarily provided by the Company to the Company's executives from time to time during such period. During this period, Executive shall be entitled to obtain at Executive's expense such optional coverages, such as dental coverage and family/dependent medical coverage, under the Company's Group Medical Benefits Plan as are available for the Company's employees generally. After age sixty (60) Executive may elect to obtain at Executive's expense coverage as a "retiree" under such Group Medical Benefits Plan, if any, as may be then available to the Company's retired executives. (h) Life Insurance, accidental death and dismemberment insurance and disability insurance for Executive until Executive reaches age sixty (60) (July 24, 2011) or his earlier death under such terms and conditions that are reasonably comparable to the coverages provided Executive under the Company's plans for such insurance on the Termination Date and as shall be thereafter customarily provided by the Company to Company's executives from time to time during such period. (i) Indemnification of Executive from any claims asserted against Executive arising out of the prior performance of Executive's duties with the Company or its Affiliates to the same extent as the Company indemnifies retired officers or directors of the Company. (j) Payment of Executive's vested interest under the Company sponsored qualified profit sharing and 401(k) Plans when and as provided in, and otherwise subject to, the terms, provisions and conditions of said Plans, and nothing in this Agreement shall modify or override the terms, provisions and conditions of such Plans. (k) At no expense to Executive, standard outplacement services for Executive from a nationally recognized outplacement firm of Executive's selection, for a period of up to two (2) years from the Termination Date. However, such services shall be at the Company's expense to a maximum amount not to exceed twenty percent (20%) of the Executive's Base Salary as of the Termination Date.

Involuntary Termination of Employment. PRIOR TO A CHANGE IN CONTROL OR EXECUTIVE'S RETIREMENT DATE. In the event of Executive's involuntary Termination of Employment without Cause prior to the earlier of a Change in Control or Executive's Retirement Date, the Company agrees to pay to or provide Executive with the following: (a) A single cash payment in an amount equal to the Severance Multiple multiplied by the sum of (i) If after 13 weeks from the highest Base Salary paid date an employee has been identified as an excess employee: a. the Commission has been unable to Executive during his assign duties to the employee (at or below level) despite having taken all reasonable steps to do so; and b. the employee has not consented to termination of employment, the Commission may decide to involuntarily terminate the employment by of the Company plus excess employee under s.29 of the Public Service Xxx 0000. (ii) An excess employee cannot have their employment terminated involuntarily unless they have rejected the Executive's then-current target bonus opportunity (stated in terms to provide their consent to their termination of a percentage of Base Salary) established under the Company's Annual Corporate Performance Incentive Plan for Officers (or any successor plan thereto), if any, in effect on the Termination Date, which payment shall be made within thirty (30) days after the Termination Dateemployment. (biii) Payment An excess employee will not be compulsorily terminated without being given the required period of retirement benefits and death benefits, computed notice of 4 weeks (or five weeks in accordance the case of an employee over 45 years of age with Paragraph 3 of this Agreement as if Executive's Retirement had occurred on the Termination Date, which such payments shall be made in accordance with the provisions of Paragraph 3 as if Executive's Retirement had occurred on the Termination Dateat least five year‟s service). (civ) A single cash payment in an amount equal In practice, notice of termination will be given four or five weeks before the end of the redeployment period described above to Executive's unpaid Base Salarysatisfy the requirements of the Fair Work Xxx 0000. If redeployment arrangements are subsequently made after the issue of the notice of termination, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to Executive through the Termination Datenotice will be withdrawn. (dv) A single cash payment Employees whose employment has been terminated involuntarily by the Commission under s.29 of the Public Service Xxx 0000 will receive the same entitlements on termination as employees who consent to termination of employment except that the redundancy benefit will be reduced to account for salary payments received during the redeployment period. The reduction in an the amount equal of the redundancy benefit cannot be more than half the amount the employee would have received if they had provided their consent to termination of their employment subject to any minimum amount the employee is entitled to under the NES. (vi) An employee with 12 or more years‟ service who elects for redeployment and whose employment is compulsorily terminated, will receive the same entitlements on termination as employees who consent to termination, except that the redundancy pay will be reduced to account for salary payments received during the redeployment period. (vii) An employee with less than 12 years of service, who elects for redeployment, will have the 13 week redeployment period reduced to the greater of (i) the Executive's then-current target bonus opportunity (stated in terms of a percentage of Base Salary) established under the Company's Annual Corporate Performance Incentive Plan for Officers (or any successor plan thereto), if any, for the incentive plan year in which the Termination Date occurs, adjusted on a pro-rata basis based on the number of days Executive was actually employed during such incentive plan year or (ii) the actual bonus earned through the Termination Date under the Company's Annual Corporate Performance Incentive Plan for Officers (or any successor plan thereto), if any, based on the then-current level of goal achievement; which payment shall period as set out below. In addition those employees will be made at the same time as the payments are made entitled to the Company's other employees under redundancy benefit as set out in the Company'sNES.

Involuntary Termination of Employment. PRIOR TO A CHANGE IN CONTROL OR EXECUTIVE'S RETIREMENT DATE(a) Prior to a Change in Control. In the event that Employee’s employment with the Company is involuntarily terminated by the Company for any reason other than Cause, death or Disability or in the event Employee resigns his employment for Good Reason pursuant to Section 10 and the Company’s right to cure (as set forth in Section 10) has expired (an “Involuntary Termination”), and in either such case Employee’s employment termination becomes effective before any Change in Control (as defined in Section 9(e) below) has occurred following the date of Executive's involuntary this Agreement, Employee shall be entitled to the payments and benefits described below, provided that Employee executes and does not revoke the Release (as defined in Section 11) and the Release first becomes effective: (i) Employee shall receive continued payment of the Employee’s Annual Base Salary, paid in regular installments in accordance with the Company’s normal payroll practices, over a period of twenty-two (22) months, commencing on or as soon as practicable after the date the Release becomes effective and within thirty-five days following Employee’s Termination Date. (ii) The Company shall, for a period of twelve (12) months following the date of Employee’s Termination of Employment without Cause prior Employment, pay the Employee each month an amount equal to the earlier monthly COBRA medical insurance cost under the Company’s group medical plan for Employee and, where applicable, Employee’s spouse and eligible dependents; provided that Employee, and, where applicable, Employee’s spouse and dependents, are eligible for and timely elect to receive COBRA healthcare continuation coverage and provided further that the payments specified under this Section 9(a)(ii) shall cease if the Company’s statutory obligation to provide such COBRA healthcare continuation coverage terminates for any reason before the expiration of the 12-month period. (iii) The portion of any outstanding Equity Awards that were subject to vesting solely upon continuous service with the Company and would have vested had Employee remained employed by the Company during the twelve (12) month period following Employee’s Termination Date shall automatically become fully vested and exercisable, as applicable, as of Employee’s Termination Date. Such Equity Awards shall continue to be governed by and exercised, settled or paid in accordance with the terms of the applicable award agreement. (iv) With respect to any outstanding Equity Award that was subject to vesting in whole or in part based on achievement of performance objective(s), to the extent that the applicable performance period has expired on or before Employee’s Termination Date, the performance objective(s) has/have been satisfied and the only condition to vesting that remains is continuous service until one or more future dates, the portion of such Equity Award that would have vested had Employee remained employed by the Company during the twelve (12) month period following Employee’s Termination Date shall become fully vested and exercisable as of Employee’s Termination Date. Such Equity Award shall continue to be governed by and exercised, settled or paid in accordance with the terms of the applicable award agreement. (v) Employee shall receive any amounts earned, accrued and owing but not yet paid to Employee as of Employee’s Termination Date and any benefits accrued and earned in accordance with the terms of any applicable benefit plans and programs of the Company. The payment of amounts described in this Section 9(a)(v) are not conditioned upon the Release becoming effective unless the applicable benefit plan or program provides otherwise. (b) Coincident with or within One Year After a Change in Control. In the event that Employee suffers an Involuntary Termination that becomes effective coincident with, or within the twelve (12) month period immediately after, the first occurrence of a Change in Control or Executive's Retirement Datefollowing the date of this Agreement, Employee shall be entitled to the payments and benefits described below in this Section 9(b) in lieu of, and not in addition to, the Company agrees to pay to or provide Executive with payments and benefits described in Section 9(a); provided that Employee executes and does not revoke the followingRelease (as defined in Section 11) and the Release first becomes effective: (ai) A single Employee shall receive a cash payment equal to one times Employee’s Annual Base Salary, such amount to be paid in regular installments in accordance with the Company’s normal payroll practices over a period of twelve (12) months, commencing on or as soon as practicable after the date the Release becomes effective and within thirty-five days following Employee’s Termination Date. (ii) Employee shall receive a cash payment equal to the amount of the target annual bonus that the Employee would otherwise have been eligible to receive for the performance year in which the Employee’s Termination Date occurs, assuming for this purpose that the Employee and Company achieved 100% of applicable performance targets and objectives. Payment shall be made in a lump sum payment on or as soon as practicable after the date the Release becomes effective and within thirty-five days following Employee’s Termination Date. (iii) The Company shall, for a period of twelve (12) months following the date of Employee’s Termination of Employment, pay Employee each month an amount equal to the Severance Multiple multiplied by the sum of (i) the highest Base Salary paid to Executive during his employment by the Company plus (ii) the Executive's then-current target bonus opportunity (stated in terms of a percentage of Base Salary) established monthly COBRA medical insurance cost under the Company's Annual Corporate Performance Incentive Plan ’s group medical plan for Officers Employee and, where applicable, Employee’s spouse and eligible dependents; provided that Employee, and, where applicable, Employee’s spouse and dependents, are eligible for and timely elect to receive COBRA healthcare continuation coverage and provided further that the payments specified under this Section 9(b)(iii) shall cease if the Company’s statutory obligation to provide such COBRA healthcare continuation coverage terminates for any reason before the expiration of the 12-month period. (iv) The portion of any outstanding Equity Awards that were subject to vesting solely upon continuous service with the Company shall automatically become fully vested and exercisable, as applicable, as of Employee’s Termination Date. Such vested Equity Awards shall continue to be governed by and exercised, settled or any successor plan thereto), if anypaid in accordance with the terms of the applicable award agreement. (v) Outstanding Equity Awards the vesting of which is conditioned, in effect whole or in part, upon the achievement of performance objectives shall become vested and exercisable as follows: (A) To the extent that the applicable performance period has expired on the or before Employee’s Termination Date, which payment the performance objective(s) has/have been satisfied and the only condition to vesting that remains is continuous service until one or more future dates, such Equity Award shall be made within thirty (30) days after the become fully vested and exercisable as of Employee’s Termination Date. (bB) Payment of retirement benefits and death benefits, computed in accordance with Paragraph 3 of this Agreement as if Executive's Retirement had occurred To the extent that the applicable performance period has not expired on the or before Employee’s Termination Date, which the Company shall pro-rate the performance objective(s) for the portion of the performance period that has transpired up to the date of Closing of the Change in Control, make a good faith determination of the level of achievement of such payments pro-rated performance objective as of such Closing Date, and treat as fully vested and exercisable a proportionate amount of such Equity Award that corresponds with the level of achievement of the pro-rated performance objective, disregarding any future service conditions that otherwise would apply to such Equity Award. (vi) Employee shall be made receive any amounts earned, accrued and owing but not yet paid to Employee as of Employee’s Termination Date and any benefits accrued and earned in accordance with the provisions of Paragraph 3 as if Executive's Retirement had occurred on the Termination Date. (c) A single cash payment in an amount equal to Executive's unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to Executive through the Termination Date. (d) A single cash payment in an amount equal to the greater of (i) the Executive's then-current target bonus opportunity (stated in terms of a percentage any applicable benefit plans and programs of Base Salary) established under the Company's Annual Corporate Performance Incentive Plan for Officers (. The payment of amounts described in this Section 9(b)(vi) are not conditioned upon the Release becoming effective unless the applicable benefit plan or any successor plan thereto), if any, for the incentive plan year in which the Termination Date occurs, adjusted on a pro-rata basis based on the number of days Executive was actually employed during such incentive plan year or (ii) the actual bonus earned through the Termination Date under the Company's Annual Corporate Performance Incentive Plan for Officers (or any successor plan thereto), if any, based on the then-current level of goal achievement; which payment shall be made at the same time as the payments are made to the Company's other employees under the Company'sprogram provides otherwise.

Involuntary Termination of Employment. PRIOR TO A CHANGE IN CONTROL OR EXECUTIVE'S RETIREMENT DATE. In the event of Executive's involuntary the Involuntary Termination of Employment without Cause prior of Executive, Executive shall be entitled to any vested benefits under any Company Retirement Plan or Supplemental Retirement Plan, Executive shall be entitled to continue at Company’s expense for one year Club Memberships held by Executive for which reimbursement was provided by Company, Executive, for a period of one year, will continue to be provided with an automobile, or reimbursement of automobile expense, Executive shall be entitled to receive fill Profit Share and Incentive Compensation for credited service and Company performance up to the earlier date of a Change in Control termination. Executive shall have the right (to the extent permitted by the terms of the applicable stock option plan or Executive's Retirement Date, the Company agrees grant thereunder) to pay to exercise any stock options held by Executive at the date of termination within the one year period after the date of such Involuntary Termination of Employment but not later than the expiration date(s) of such stock options or provide Executive with the following: (a) A single cash payment in if such exercise is not permitted an amount equal to the Severance Multiple multiplied bargain element of such options shall be paid. Executive shall also receive for one year after Termination the same Health, Life and Disability Insurance coverages, for which he was eligible during employment. Executive shall also receive a payment in cash for any unutilized vacation benefits accrued for Executive. In addition, Executive shall be provided with Company paid professional Out-Placement Service to assist Executive in securing other employment; provided, however, that all out-placement expenses covered under this arrangement must be incurred and paid or reimbursed before the end of the second calendar year following the calendar year in which the termination occurs. Notwithstanding the foregoing, if the Executive dies within three months from the date of the Involuntary Termination of Employment, his stock options (to the extent permitted by the sum of (i) the highest Base Salary paid to Executive during his employment by the Company plus (ii) the Executive's then-current target bonus opportunity (stated in terms of a percentage of Base Salarythe applicable stock option plan or the grant thereunder) established under may be exercised within the Company's Annual Corporate Performance Incentive Plan for Officers (or any successor plan thereto), if any, in effect on the Termination Date, which payment shall be made within thirty (30) days one year period after the date of such Involuntary Termination Date. (bof Employment but not later than the expiration date(s) Payment of retirement benefits and death benefits, computed in accordance with Paragraph 3 of this Agreement as such stock options or if Executive's Retirement had occurred on the Termination Date, which such payments shall be made in accordance with the provisions of Paragraph 3 as if Executive's Retirement had occurred on the Termination Date. (c) A single cash payment in an amount equal to Executive's unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to Executive through the Termination Date. (d) A single cash payment in exercise is not permitted an amount equal to the greater bargain element of (i) the Executive's then-current target bonus opportunity (stated in terms of a percentage of Base Salary) established under the Company's Annual Corporate Performance Incentive Plan for Officers (or any successor plan thereto), if any, for the incentive plan year in which the Termination Date occurs, adjusted on a pro-rata basis based on the number of days Executive was actually employed during such incentive plan year or (ii) the actual bonus earned through the Termination Date under the Company's Annual Corporate Performance Incentive Plan for Officers (or any successor plan thereto), if any, based on the then-current level of goal achievement; which payment suck options shall be made at the same time as the payments are made to the Company's other employees under the Company'spaid.