Common use of Involuntary Termination Severance Benefits Clause in Contracts

Involuntary Termination Severance Benefits. (A) Within ten (10) days following the Termination Date, the Company shall pay Executive a lump sum equal to (x) twelve (12) months of Base Compensation (without giving effect to any salary reduction program currently in effect), plus (y) an amount equal to one half (50%) of the Five Year Average Amount (as defined in Section 5). (B) At the time that the Company makes payments to other executive officers under the Short Term Plan that is in effect during the calendar year in which the Termination Date occurs, the Company shall pay the Executive a pro-rata portion of the amount he would have earned under such plan had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan and the number of full months elapsed prior to the Termination Date. (C) If at the Termination Date, payment has not been made under the Short Term Plan that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan (based on the performance results achieved under such plan), as if his employment had not been terminated. (D) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Plan prior to the Termination Date, then the Executive will receive the benefits he qualifies for under the Executive Retiree Medical Benefit Plan, or if such plan has been terminated prior to the Termination Date, within ten (10) days following the Termination Date, the Company shall pay the Executive the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Plan prior to the Termination Date, within ten (10) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive would be required to pay for the COBRA benefits selected by Executive for twelve (12) months after the Executive’s Termination Date. (E) For any stock options/RSUs granted to the Executive twelve (12) months or more before the Termination Date, a number of shares shall vest (and for stock options, become exercisable as of the Termination Date) such that the total number of shares vested on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule)5. Unless the grant was made prior to the effective date of this Agreement, the stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms or unless they are exchanged for cash in connection with any Change in Control. For options granted prior to the effective date of this Agreement, the grant’s award agreement shall control its exercisability. The Company will issue the shares underlying the RSUs to the Executive within ten (10) days following the Termination Date. In addition, the Compensation Committee may, in its discretion, accelerate the vesting of additional stock options or RSUs held by the Executive. 5 For example, if a stock option has a four (4) year vesting schedule where 25% of the options vest on each anniversary of the grant date, an Executive whose Termination Date is twenty seven (27) months and a day after grant will already have vested in 50% of the total option, and will vest in an additional 6.25% (3/48) of the total option by virtue of this section. No additional vesting shall occur beyond this additional amount. (F) Any Long Term Cash Plan awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to the Executive within ten (10) days following the Termination Date.

Involuntary Termination Severance Benefits. (A) Within ten (10) days following the Termination Date, the Company shall pay Executive a lump sum equal to (x) twelve (12) months of Base Compensation (without giving effect to any salary reduction program currently then in effect), plus (y) an amount equal to one half (50%) of the Five Year Average Amount (as defined in Section 5). (B) At the time that the Company makes payments to other executive officers under the Short Term Plan that is in effect during the calendar year in which the Termination Date occurs, the Company shall pay the Executive a pro-rata portion of the amount he would have earned under such plan had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan and the number of full months elapsed prior to the Termination Date. (C) If at the Termination Date, payment has not been made under the Short Term Plan that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan (based on the performance results achieved under such plan), as if his employment had not been terminated. (D) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Plan prior to the Termination Date, then the Executive will receive the benefits he qualifies for under the Executive Retiree Medical Benefit Plan, or if such plan has been terminated prior to the Termination Date, within ten (10) days following the Termination Date, the Company shall pay the Executive the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Plan prior to the Termination Date, within ten (10) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive would be required to pay for the COBRA benefits selected by Executive for twelve (12) months after the Executive’s Termination Date. (E) For any stock options/RSUs granted to the Executive twelve (12) months or more before the Termination Date, a number of shares shall vest (and for stock options, become exercisable as of the Termination Date) such that the total number of shares vested on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule)5schedule) 5. Unless the grant was made prior to the effective date of this Agreement, the stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms or unless they are exchanged for cash in connection with any Change in Control. For options granted prior to the effective date of this Agreement, the grant’s award agreement shall control its exercisability. The Company will issue the shares underlying the RSUs to the Executive within ten (10) days following the Termination Date. In addition, the Compensation Committee may, in its discretion, accelerate the vesting of additional stock options or RSUs held by the Executive. 5 For example, if a stock option has a four (4) year vesting schedule where 25% of the options vest on each anniversary of the grant date, an Executive whose Termination Date is twenty seven (27) months and a day after grant will already have vested in 50% of the total option, and will vest in an additional 6.25% (3/48) of the total option by virtue of this section. No additional vesting shall occur beyond this additional amount. (F) Any Long Term Cash Plan awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to the Executive within ten (10) days following the Termination Date.

Involuntary Termination Severance Benefits. (A) Within ten sixty (1060) days following the Termination Date, the Company shall pay Executive a lump sum equal to (x) twelve eighteen (1218) months of Base Compensation (without giving effect to any salary reduction program currently then in effect), plus (y) an amount equal to one half (50%) of the Five Year Average Amount (as defined in Section 5). (B) At the time that the Company makes payments to other executive officers under the Short Term Plan Program that is in effect during the calendar year in which the Termination Date occurs, the Company shall pay the Executive a pro-rata portion of the amount he would have earned under such plan program had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan program and the number of full months elapsed prior to the Termination Date. (C) If at the Termination Date, payment has not been made under the Short Term Plan Program that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan program (based on the performance results achieved under such planprogram), as if his employment had not been terminated. (D) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Health Plan prior to the Termination Date, then the Executive will receive the benefits he qualifies for under the Executive Retiree Medical Benefit Health Plan, or if such plan has been terminated prior to the Termination Date, within ten sixty (1060) days following the Termination Date, the Company shall pay the Executive the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Health Plan prior to the Termination Date, within ten sixty (1060) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive would be required to pay for the COBRA benefits selected by Executive for twelve (12) months after the Executive’s Termination DateDate if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) or more years of service to the Company. All Company 401(k) Plan benefits, Elective Deferred Compensation Plan benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with the terms of such plans and benefits. (E) For Except as provided in Section 6(b)(ii)(G) below, for any stock options/RSUs RSUs, which are solely service based, that are granted to the Executive twelve (12) months or more before the Termination Date, a number of shares shall vest (and for stock options, become exercisable as of the Termination Date) such that the total number of shares vested on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule)5schedule)3. Unless the grant was made prior to the effective date of this Agreement, the stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms or unless they are exchanged for cash in connection with any Change in Control. For options granted prior to the effective date of this Agreement, the grant’s award agreement shall control its exercisability. The Company will issue the shares underlying the RSUs to the Executive within ten (10) days following the Termination Date. In addition, the Compensation Committee may, in its discretion, accelerate the vesting of additional stock options or RSUs held by the Executive. 5 3 For example, if a stock option has a four (4) year vesting schedule where 25% of the options vest on each anniversary of the grant date, an Executive whose Termination Date is twenty seven (27) months and a day after grant will already have vested in 50% of the total option, and will vest in an additional 6.25% (3/48) of the total option by virtue of this section. No additional vesting shall occur beyond this additional amount. The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms or unless they are exchanged for cash in connection with any Change in Control. The Company will issue the shares underlying the RSUs to the Executive within sixty (60) days following the Termination Date. In addition, the independent members of the Board may, in their discretion, accelerate the vesting of additional stock options or RSUs held by the Executive. (F) Any Long Term Cash Plan Program awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to the Executive within ten sixty (1060) days following the Termination Date. (G) In the event of an Involuntary Termination prior to the end of the mPRSU/PRSU Performance Period (as defined in the mPRSU/PRSU Award Agreement), a portion of the mPRSUs/PRSUs shall convert into a cash payment (the “Cash Payment”). The Cash Payment shall be determined by multiplying the Target Number of mPRSUs/PRSUs (as set forth in the mPRSU/PRSU Award Agreement) by the total number of days from the Grant Date (as defined in the mPRSU/PRSU Award Agreement) until the Termination Date divided by the number of days in the Performance Period (as defined in the mPRSU/PRSU Award Agreement) (the “Termination Target Shares”). The Company’s performance under the Vesting Formula (as set forth in the mPRSU/PRSU Award Agreement from the first day of the Performance Period until the Termination Date shall be applied to the Termination Target Shares to determine the number of shares to convert into the Cash Payment. This number of shares shall be multiplied by the closing price of the Company’s common stock as of the Termination Date to determine the dollar amount of the Cash Payment. The Cash Payment will be paid to the Executive within sixty (60) days following the Termination Date. Any remaining portion of the mPRSUs/PRSUs that are not converted into a Cash Payment shall be cancelled. For the avoidance of doubt, mPRSUs/PRSUs shall not receive the treatment outlined in Section 6(b)(ii)(E) of the Employment Agreement, which applies to stock options and RSUs that are not service based.

Involuntary Termination Severance Benefits. (A) Within ten (10) days following the Termination Date, the Company shall pay Executive Vice Chairman a lump sum equal to (x) twelve (12) months of Base Compensation (without giving effect to any salary reduction program currently in effect), plus (y) an amount equal to one half (50%) of the Five Year Average Amount (as defined in Section 5)Compensation. (B) At the time that the Company makes payments to other executive officers under the Short Term Plan that is in effect during the calendar year in which the Termination Date occurs, the Company shall pay the Executive a pro-rata portion of the amount he would have earned under such plan had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan and the number of full months elapsed prior to the Termination Date. (C) If at the Termination Date, payment has not been made under the Short Term Plan that was in effect during the 2011 calendar year prior to the year in which the Termination Date occurs, the Company shall pay the ExecutiveVice Chairman, not later than March 15th of the year in which the Termination Date occurs15, 2012, the full amount he would have earned under such prior-year plan (based on the performance results achieved under such plan), as if his employment had not been terminated. (DC) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Plan prior to the Termination Date, then the Executive The Vice Chairman will receive the benefits he qualifies for under the Executive Retiree Medical Benefit Plan, or if such plan has been terminated prior to the Termination Date, within ten (10) days following the Termination Date, Date the Company shall pay the Executive Vice Chairman the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Plan prior to the Termination Date, within ten (10) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive would be required to pay for the COBRA benefits selected by Executive for twelve (12) months after the Executive’s Termination Date. (ED) For any stock options/RSUs granted to the Executive Vice Chairman twelve (12) months or more before the Termination Date, a number of shares shall vest (and for stock options, become exercisable as of the Termination Date) such that the total number of shares vested on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule)5schedule) 3. Unless the grant was made prior to the effective date of this Agreement, the The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms terms, or unless they are exchanged for cash in connection with any Change in Control. For options granted prior to the effective date of this Agreement, the grant’s award agreement shall control its exercisability. The Company will issue the shares underlying the RSUs to the Executive Vice Chairman within ten (10) days following the Termination Date. In addition, the Compensation Committee independent members of the Board may, in its their discretion, accelerate the vesting of additional stock options or RSUs held by the Executive. 5 For example, if a stock option has a four (4) year vesting schedule where 25% of the options vest on each anniversary of the grant date, an Executive whose Termination Date is twenty seven (27) months and a day after grant will already have vested in 50% of the total option, and will vest in an additional 6.25% (3/48) of the total option by virtue of this section. No additional vesting shall occur beyond this additional amountVice Chairman. (FE) Any 2011/2012 Long Term Cash Plan awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to the Executive Vice Chairman within ten (10) days following the Termination Date.

Involuntary Termination Severance Benefits. (A) Within ten sixty (1060) days following the Termination Date, the Company shall pay the Executive a lump sum equal to (x) twelve (12) months of Base Compensation (without giving effect to any salary reduction program currently then in effect), plus (y) an amount equal to one half fifty percent (50%) of the Five Five-Year Average Amount (as defined in Section 5). (B) At the time that the Company makes payments to other executive officers under the Short Short-Term Plan Program that is in effect during the calendar year in which the Termination Date occurs, the Company shall pay the Executive a pro-rata portion of the amount he would have earned under such plan program had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan program and the number of full calendar months elapsed prior to the Termination Date. (C) If at the Termination Date, payment has not been made under the Short Short-Term Plan Program that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan program (based on the performance results achieved under such planprogram), as if his employment had not been terminated. (D) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Health Plan prior to the Termination Date, then the Executive will receive the benefits he qualifies for under the Executive Retiree Medical Benefit Health Plan, or if such plan has been terminated prior to the Termination Date, within ten sixty (1060) days following the Termination Date, the Company shall pay the Executive the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Health Plan prior to the Termination Date, within ten sixty (1060) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive would be required to pay for the COBRA benefits selected by Executive for twelve (12) months after the Executive’s Termination DateDate if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) or more years of service to the Company. All Company 401(k) Plan benefits, Elective Deferred Compensation Plan benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with the terms of such plans and benefits. (E) For Except as provided in Section 6(b)(ii)(G) below, for any stock options/RSUs RSUs, which are solely service based, that are granted to the Executive twelve (12) months or more before the Termination Date, a number of shares shall vest (and for stock options, become exercisable as of the Termination Date) such that the total number of shares vested on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule)5schedule)2. Unless the grant was made prior to the effective date of this Agreement, the The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms or unless they are exchanged for cash in connection with any Change in Control. For options granted prior to the effective date of this Agreement, the grant’s award agreement shall control its exercisability. The Company will issue the shares underlying the RSUs to the Executive within ten sixty (1060) days following the Termination Date. In addition, the Compensation Committee may, in its discretion, accelerate the vesting of additional stock options or RSUs held by the Executive. (F) Any Long-Term Cash Program awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to the Executive within sixty (60) days following the Termination Date. 5 For ____________ 2For example, if a stock option has a four (4) year vesting schedule where 25% of the options vest on each anniversary of the grant date, an Executive whose Termination Date is twenty twenty- seven (27) months and a day after grant will already have vested in 50% of the total option, and will vest in an additional 6.25% (3/48) of the total option by virtue of this section. No additional vesting shall occur beyond this additional amount. For the avoidance of doubt, a “full month worked” for a date of grant occurring on the 15th day of a month will occur when service is provided through the 14th day of the following month. Any fractional shares will be rounded down to the nearest whole share. (FG) Any Long Term In the event of an Involuntary Termination prior to the end of the mPRSU/PRSU Performance Period (as defined in the mPRSU/PRSU Award Agreement), a portion of the mPRSUs/PRSUs shall convert into a cash payment (the “Cash Plan awards, which are accrued Payment”). The Cash Payment shall be determined by multiplying the Target Number of mPRSUs/PRSUs (as set forth in the mPRSU/PRSU Award Agreement) by the total number of days from the Grant Date (as defined in the mPRSU/PRSU Award Agreement) until the Termination Date divided by the number of days in the Performance Period (as defined in the mPRSU/PRSU Award Agreement) (the “Termination Target Shares”). The Company’s performance under the Vesting Formula (as set forth in the mPRSU/PRSU Award Agreement) from the first day of the Performance Period until the Termination Date shall be applied to the Termination Target Shares to determine the number of shares to convert into the Cash Payment. This number of shares shall be multiplied by the closing price of the Company’s common stock as of the last full completed quarter prior Termination Date to determine the Termination Date, shall dollar amount of the Cash Payment. The Cash Payment will be paid to the Executive within ten sixty (1060) days following the Termination Date. Any remaining portion of the mPRSUs/PRSUs that are not converted into a Cash Payment shall be cancelled. For the avoidance of doubt, mPRSUs/PRSUs shall not receive the treatment outlined in Section 6(b)(ii)(E) of the Employment Agreement, which applies to stock options and RSUs that are solely service based.

Involuntary Termination Severance Benefits. (A) Within ten sixty (1060) days following the Termination Date, the Company shall pay the Executive a lump sum equal to (x) twelve (12) months of Base Compensation (without giving effect to any salary reduction program currently then in effect), plus (y) an amount equal to one half fifty percent (50%) of the Five Five-Year Average Amount (as defined in Section 5). (B) At the time that the Company makes payments to other executive officers under the Short Short-Term Plan Program that is in effect during the calendar year in which the Termination Date occurs, the Company shall pay the Executive a pro-rata portion of the amount he would have earned under such plan program had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan program and the number of full calendar months elapsed prior to the Termination Date. (C) If at the Termination Date, payment has not been made under the Short Short-Term Plan Program that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan program (based on the performance results achieved under such planprogram), as if his employment had not been terminated. (D) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Health Plan prior to the Termination Date, then the Executive will receive the benefits he qualifies for under the Executive Retiree Medical Benefit Health Plan, or if such plan has been terminated prior to the Termination Date, within ten sixty (1060) days following the Termination Date, the Company shall pay the Executive the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Health Plan prior to the Termination Date, within ten sixty (1060) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive would be required to pay for the COBRA benefits selected by Executive for twelve (12) months after the Executive’s Termination DateDate if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) or more years of service to the Company. For this purpose, years of service shall include service with Novellus. All Company 401(k) Plan benefits, Elective Deferred Compensation Plan benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with the terms of such plans and benefits. (E) For Except as provided in Section 6(b)(ii)(G) below, for any stock options/RSUs RSUs, which are solely service based, that are granted to the Executive twelve (12) months or more before the Termination Date, a number of shares shall vest (and for stock options, become exercisable as of the Termination Date) such that the total number of shares vested on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule)5schedule) 2. Unless the grant was made prior to the effective date of this Agreement, the The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms or unless they are exchanged for cash in connection with any Change in Control. For options granted prior to the effective date of this Agreement, the grant’s award agreement shall control its exercisability. The Company will issue the shares underlying the RSUs to the Executive within ten sixty (1060) days following the Termination Date. In addition, the Compensation Committee may, in its discretion, accelerate the vesting of additional stock options or RSUs held by the Executive. 5 For ____________ 2For example, if a stock option has a four (4) year vesting schedule where 25% of the options vest on each anniversary of the grant date, an Executive whose Termination Date is twenty twenty-seven (27) months and a day after grant will already have vested in 50% of the total option, and will vest in an additional 6.25% (3/48) of the total option by virtue of this section. No additional vesting shall occur beyond this additional amount. For the avoidance of doubt, a “full month worked” for a date of grant occurring on the 15th day of a month will occur when service is provided through the 14th day of the following month. Any fractional shares will be rounded down to the nearest whole share. (F) Any Long Long-Term Cash Plan Program awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to the Executive within ten sixty (1060) days following the Termination Date. (G) In the event of an Involuntary Termination prior to the end of the mPRSU/PRSU Performance Period (as defined in the mPRSU/PRSU Award Agreement), a portion of the mPRSUs/PRSUs shall convert into a cash payment (the “Cash Payment”). The Cash Payment shall be determined by multiplying the Target Number of mPRSUs/PRSUs (as set forth in the mPRSU/PRSU Award Agreement) by the total number of days from the Grant Date (as defined in the mPRSU/PRSU Award Agreement) until the Termination Date divided by the number of days in the Performance Period (as defined in the mPRSU/PRSU Award Agreement) (the “Termination Target Shares”). The Company’s performance under the Vesting Formula (as set forth in the mPRSU/PRSU Award Agreement) from the first day of the Performance Period until the Termination Date shall be applied to the Termination Target Shares to determine the number of shares to convert into the Cash Payment. This number of shares shall be multiplied by the closing price of the Company’s common stock as of the Termination Date to determine the dollar amount of the Cash Payment. The Cash Payment will be paid to the Executive within sixty (60) days following the Termination Date. Any remaining portion of the mPRSUs/PRSUs that are not converted into a Cash Payment shall be cancelled. For the avoidance of doubt, mPRSUs/PRSUs shall not receive the treatment outlined in Section 6(b)(ii)(E) of the Employment Agreement, which applies to stock options and RSUs that are solely service based.

Involuntary Termination Severance Benefits. (A) Within ten sixty (1060) days following the Termination Date, the Company shall pay Executive a lump sum equal to (x) twelve (12) months of Base Compensation (without giving effect to any salary reduction program currently then in effect), plus (y) an amount equal to one half fifty percent (50%) of the Five Year Average Amount (as defined in Section 5). (B) At the time that the Company makes payments to other executive officers under the Short Term Plan Program that is in effect during the calendar year in which the Termination Date occurs, the Company shall pay the Executive a pro-rata portion of the amount he would have earned under such plan program had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan program and the number of full months elapsed prior to the Termination Date. (C) If at the Termination Date, payment has not been made under the Short Term Plan Program that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan program (based on the performance results achieved under such planprogram), as if his employment had not been terminated. (D) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Plan prior to the Termination Date, then the Executive will receive the benefits he qualifies for under the Executive Retiree Medical Benefit Plan, or if such plan has been terminated prior to the Termination Date, within ten Within sixty (10) days following the Termination Date, the Company shall pay the Executive the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Plan prior to the Termination Date, within ten (1060) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive would be required to pay for the COBRA benefits selected by Executive for twelve (12) months after the Executive’s Termination DateDate if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) or more years of service to the Company. All Company 401(k) Plan benefits, Elective Deferred Compensation Plan benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with the terms of such plans and benefits. (E) For Except as provided in Section 6(b)(ii)(G) below, for any stock options/RSUs RSUs, which are solely service based, that are granted to the Executive twelve (12) months or more before the Termination Date, a number of shares shall vest (and for stock options, become exercisable as of the Termination Date) such that the total number of shares vested on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule)5schedule)4. Unless the grant was made prior to the effective date of this Agreement, the The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms or unless they are exchanged for cash in connection with any Change in Control. For options granted prior to the effective date of this Agreement, the grant’s award agreement shall control its exercisability. The Company will issue the shares underlying the RSUs to the Executive within ten sixty (1060) days following the Termination Date. In addition, the Compensation Committee of the Board may, in its discretion, accelerate the vesting of additional stock options or RSUs held by the Executive. (F) Any Long Term Cash Program awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to the Executive within sixty (60) days following the Termination Date. (G) In the event of an Involuntary Termination prior to the end of the mPRSU/PRSU Performance Period (as defined in the mPRSU/PRSU Award Agreement), a portion of the mPRSUs/PRSUs shall convert into a cash payment (the “Cash Payment”). 5 The Cash Payment shall be determined by multiplying the Target Number of mPRSUs/PRSUs (as set forth in the mPRSU/PRSU Award Agreement) by the total number of days from the Grant Date (as defined in the mPRSU/PRSU Award Agreement) until the Termination Date divided by the number of days in the Performance Period (as defined in the mPRSU/PRSU Award Agreement) (the “Termination Target Shares”). The Company’s performance under the Vesting Formula (as set forth in the mPRSU/PRSU Award Agreement) from the first day of the Performance Period until the Termination Date shall be applied to the Termination Target Shares to determine the number of shares to convert into the Cash Payment. This number of shares shall be multiplied by the closing price of the Company’s common stock as of the Termination Date to determine the dollar amount of the Cash Payment. The Cash Payment will be paid to the Executive within sixty (60) days following the Termination Date. Any remaining portion of the mPRSUs/PRSUs that are not converted into a Cash Payment shall be cancelled. 4 For example, if a stock option has a four (4) year vesting schedule where 25% of the options vest on each anniversary of the grant date, an Executive whose Termination Date is twenty seven (27) months and a day after grant will already have vested in 50% of the total option, and will vest in an additional 6.25% (3/48) of the total option by virtue of this section. No additional vesting shall occur beyond this additional amount. (F. For the avoidance of doubt, mPRSUs/PRSUs shall not receive the treatment outlined in Section 6(b)(ii)(E) Any Long Term Cash Plan awardsof the Employment Agreement, which applies to stock options and RSUs that are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to the Executive within ten (10) days following the Termination Dateservice based.

Involuntary Termination Severance Benefits. (A) Within ten sixty (1060) days following the Termination Date, the Company shall pay Executive a lump sum equal to (x) twelve (12) months of Base Compensation (without giving effect to any salary reduction program currently then in effect), plus (y) an amount equal to one half fifty percent (50%) of the Five Year Average Amount (as defined in Section 5). (B) At the time that the Company makes payments to other executive officers under the Short Term Plan Program that is in effect during the calendar year in which the Termination Date occurs, the Company shall pay the Executive a pro-rata portion of the amount he would have earned under such plan program had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan program and the number of full months elapsed prior to the Termination Date. (C) If at the Termination Date, payment has not been made under the Short Term Plan Program that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan program (based on the performance results achieved under such planprogram), as if his employment had not been terminated. (D) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Health Plan prior to the Termination Date, then the Executive will receive the benefits he qualifies for under the Executive Retiree Medical Benefit Health Plan, or if such plan has been terminated prior to the Termination Date, within ten sixty (1060) days following the Termination Date, the Company shall pay the Executive the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Health Plan prior to the Termination Date, within ten sixty (1060) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive would be required to pay for the COBRA benefits selected by Executive for twelve (12) months after the Executive’s Termination DateDate if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) or more years of service to the Company. All Company 401(k) Plan benefits, Elective Deferred Compensation Plan benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with the terms of such plans and benefits. (E) For Except as provided in Section 6(b)(ii)(G) below, for any stock options/RSUs RSUs, which are solely service based, that are granted to the Executive twelve (12) months or more before the Termination Date, a number of shares shall vest (and for stock options, become exercisable as of the Termination Date) such that the total number of shares vested on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule)5schedule)3. Unless the grant was made prior to the effective date of this Agreement, the The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms or unless they are exchanged for cash in connection with any Change in Control. For options granted prior to the effective date of this Agreement, the grant’s award agreement shall control its exercisability. The Company will issue the shares underlying the RSUs to the Executive within ten sixty (1060) days following the Termination Date. In addition, the Compensation Committee may, in its discretion, accelerate the vesting of additional stock options or RSUs held by the Executive. (F) Any Long Term Cash Program awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to the Executive within sixty (60) days following the Termination Date. (G) In the event of an Involuntary Termination prior to the end of the mPRSU/PRSU Performance Period (as defined in the mPRSU/PRSU Award Agreement), a portion of the mPRSUs/PRSUs shall convert into a cash payment (the “Cash Payment”). 5 The Cash Payment shall be determined by multiplying the Target Number of mPRSUs/PRSUs (as set forth in the mPRSU/PRSU Award Agreement) by the total number of days from the Grant Date (as defined in the mPRSU/PRSU Award Agreement) until the Termination Date divided by the number of days in the Performance Period (as defined in the mPRSU/PRSU Award Agreement) (the “Termination Target Shares”). The Company’s performance under the Vesting Formula (as set forth in the mPRSU/PRSU Award Agreement) from the first day of the Performance Period until the Termination Date shall be applied to the Termination Target Shares to determine the number of shares to convert into the Cash Payment. This number of shares shall be multiplied by the closing price of the Company’s common stock as of the Termination Date to determine the dollar amount of the Cash Payment. The Cash Payment will be paid to the Executive within sixty (60) days following the Termination Date. Any remaining portion of the mPRSUs/PRSUs that are not converted into a Cash Payment shall be cancelled. 3 For example, if a stock option has a four (4) year vesting schedule where 25% of the options vest on each anniversary of the grant date, an Executive whose Termination Date is twenty seven (27) months and a day after grant will already have vested in 50% of the total option, and will vest in an additional 6.25% (3/48) of the total option by virtue of this section. No additional vesting shall occur beyond this additional amount. (F. For the avoidance of doubt, mPRSUs/PRSUs shall not receive the treatment outlined in Section 6(b)(ii)(E) Any Long Term Cash Plan awardsof the Employment Agreement, which applies to stock options and RSUs that are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to the Executive within ten (10) days following the Termination Datesolely service based.

Involuntary Termination Severance Benefits. (A) Within ten (10) days following the Termination Date, the Company shall pay Executive a lump sum equal to (x) twelve (12) months of Base Compensation (without giving effect to any salary reduction program currently then in effect), plus (y) an amount equal to one half fifty percent (50%) of the Five Year Average Amount (as defined in Section 5). (B) At the time that the Company makes payments to other executive officers under the Short Term Plan that is in effect during the calendar year in which the Termination Date occurs, the Company shall pay the Executive a pro-rata portion of the amount he would have earned under such plan had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan and the number of full months elapsed prior to the Termination Date. (C) If at the Termination Date, payment has not been made under the Short Term Plan that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan (based on the performance results achieved under such plan), as if his employment had not been terminated. (D) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Plan prior to the Termination Date, then the Executive will receive the benefits he qualifies for under the Executive Retiree Medical Benefit Plan, or if such plan has been terminated prior to the Termination Date, within ten (10) days following the Termination Date, the Company shall pay the Executive the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Plan prior to the Termination Date, within Within ten (10) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive would be required to pay for the COBRA benefits selected by Executive for twelve (12) months after the Executive’s Termination Date. (E) For any stock options/RSUs granted to the Executive twelve (12) months or more before the Termination Date, a number of shares shall vest (and for stock options, become exercisable as of the Termination Date) such that the total number of shares vested on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule)5schedule) 4. Unless the grant was made prior to the effective date of this Agreement, the stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms or unless they are exchanged for cash in connection with any Change in Control. For options granted prior to the effective date of this Agreement, the grant’s award agreement shall control its exercisability. The Company will issue the shares underlying the RSUs to the Executive within ten (10) days following the Termination Date. In addition, the Compensation Committee may, in its discretion, accelerate the vesting of additional stock options or RSUs held by the Executive. 5 4 For example, if a stock option has a four (4) year vesting schedule where 25% of the options vest on each anniversary of the grant date, an Executive whose Termination Date is twenty seven (27) months and a day after grant will already have vested in 50% of the total option, and will vest in an additional 6.25% (3/48) of the total option by virtue of this section. No additional vesting shall occur beyond this additional amount. The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms or unless they are exchanged for cash in connection with any Change in Control. The Company will issue the shares underlying the RSUs to the Executive within ten (10) days following the Termination Date. In addition, the Compensation Committee may, in its discretion, accelerate the vesting of additional stock options or RSUs held by the Executive. (F) Any Long Term Cash Plan awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to the Executive within ten (10) days following the Termination Date. (G) The provisions of Exhibit B relative to acceleration of vesting also will apply.

Involuntary Termination Severance Benefits. (A) Within ten (10) days following the Termination Date, the Company shall pay Executive a lump sum equal to (x) twelve eighteen (1218) months of Base Compensation (without giving effect to any salary reduction program currently then in effect), plus (y) an amount equal to one half (50%) of the Five Year Average Amount (as defined in Section 5). (B) At the time that the Company makes payments to other executive officers under the Short Term Plan that is in effect during the calendar year in which the Termination Date occurs, the Company shall pay the Executive a pro-rata portion of the amount he would have earned under such plan had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan and the number of full months elapsed prior to the Termination Date. (C) If at the Termination Date, payment has not been made under the Short Term Plan that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan (based on the performance results achieved under such plan), as if his employment had not been terminated. (D) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Plan prior to the Termination Date, then the Executive will receive the benefits he qualifies for under the Executive Retiree Medical Benefit Plan, or if such plan has been terminated prior to the Termination Date, within ten (10) days following the Termination Date, the Company shall pay the Executive the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Plan prior to the Termination Date, within ten (10) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive would be required to pay for the COBRA benefits selected by Executive for twelve (12) months after the Executive’s Termination Date. (E) For any stock options/RSUs granted to the Executive twelve (12) months or more before the Termination Date, a number of shares shall vest (and for stock options, become exercisable as of the Termination Date) such that the total number of shares vested on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule)5schedule) 4. Unless the grant was made prior to the effective date of this AgreementJuly 1, 2009, the stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms or unless they are exchanged for cash in connection with any Change in Control. For options granted prior to the effective date of this AgreementJuly 1, 2009, the grant’s award agreement shall control its exercisabilityhow long the options shall remain exercisable. The Company will issue the shares underlying the RSUs to the Executive within ten (10) days following the Termination Date. In addition, the Compensation Committee independent members of the Board may, in its their discretion, accelerate the vesting of additional stock options or RSUs held by the Executive. 5 4 For example, if a stock option has a four (4) year vesting schedule where 25% of the options vest on each anniversary of the grant date, an Executive whose Termination Date is twenty seven (27) months and a day after grant will already have vested in 50% of the total option, and will vest in an additional 6.25% (3/48) of the total option by virtue of this section. No additional vesting shall occur beyond this additional amount. (F) Any Long Term Cash Plan awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to the Executive within ten (10) days following the Termination Date.

Involuntary Termination Severance Benefits. (A) Within ten sixty (1060) days following the Termination Date, the Company shall pay the Executive a lump sum equal to (x) twelve eighteen (1218) months of Base Compensation (without giving effect to any salary reduction program currently then in effect), plus (y) an amount equal to one half (50%) of the Five Five-Year Average Amount (as defined in Section 5). (B) At the time that the Company makes payments to other executive officers under the Short Short-Term Plan Program that is in effect during the calendar year in which the Termination Date occurs, the Company shall pay the Executive a pro-rata portion of the amount he would have earned under such plan program had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan program and the number of full calendar months elapsed prior to the Termination Date. (C) If at the Termination Date, payment has not been made under the Short Short-Term Plan Program that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan program (based on the performance results achieved under such planprogram), as if his employment had not been terminated. (D) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Health Plan prior to the Termination Date, then the Executive will receive the benefits he qualifies for under the Executive Retiree Medical Benefit Health Plan, or if such plan has been terminated prior to the Termination Date, within ten sixty (1060) days following the Termination Date, the Company shall pay the Executive the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Health Plan prior to the Termination Date, within ten sixty (1060) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive would be required to pay for the COBRA benefits selected by Executive for twelve (12) months after the Executive’s Termination DateDate if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) or more years of service to the Company. All Company 401(k) Plan benefits, Elective Deferred Compensation Plan benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with the terms of such plans and benefits. (E) For Except as provided in Section 6(b)(ii)(G) below, for any stock options/RSUs RSUs, which are solely service based, that are granted to the Executive twelve (12) months or more before the Termination Date, a number of shares shall vest (and for stock options, become exercisable as of the Termination Date) such that the total number of shares vested on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule)5schedule)2. Unless the grant was made prior to the effective date of this Agreement, the The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms or unless they are exchanged for cash in connection with any Change in Control. For options granted prior to the effective date of this Agreement, the grant’s award agreement shall control its exercisability. The Company will issue the shares underlying the RSUs to the Executive within ten sixty (1060) days following the Termination Date. In addition, the Compensation Committee independent members of the Board may, in its their discretion, accelerate the vesting of additional stock options or RSUs held by the Executive. (F) Any Long-Term Cash Program awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to the Executive within sixty (60) days following the Termination Date. (G) In the event of an Involuntary Termination prior to the end of the mPRSU/PRSU Performance Period (as defined in the mPRSU/PRSU Award Agreement), a portion of the mPRSUs/PRSUs shall convert into a cash payment (the “Cash Payment”). 5 For The Cash Payment shall be determined by multiplying the Target Number of mPRSUs/PRSUs (as set forth in the mPRSU/PRSU Award Agreement) by the total number of days from the Grant Date ____________ 2For example, if a stock option has a four (4) year vesting schedule where 25% of the options vest on each anniversary of the grant date, an Executive whose Termination Date is twenty seven (27) months and a day after grant will already have vested in 50% of the total option, and will vest in an additional 6.25% (3/48) of the total option by virtue of this section. No additional vesting shall occur beyond this additional amount. . For the avoidance of doubt, a “full month worked” for a date of grant occurring on the 15th day of a month will occur when service is provided through the 14th day of the following month. Any fractional shares will be rounded down to the nearest whole share. (Fas defined in the mPRSU/PRSU Award Agreement) Any Long Term until the Termination Date divided by the number of days in the Performance Period (as defined in the mPRSU/PRSU Award Agreement) (the “Termination Target Shares”). The Company’s performance under the Vesting Formula (as set forth in the mPRSU/PRSU Award Agreement from the first day of the Performance Period until the Termination Date shall be applied to the Termination Target Shares to determine the number of shares to convert into the Cash Plan awards, which are accrued Payment. This number of shares shall be multiplied by the closing price of the Company’s common stock as of the last full completed quarter prior Termination Date to determine the Termination Date, shall dollar amount of the Cash Payment. The Cash Payment will be paid to the Executive within ten sixty (1060) days following the Termination Date. Any remaining portion of the mPRSUs/PRSUs that are not converted into a Cash Payment shall be cancelled. For the avoidance of doubt, mPRSUs/PRSUs shall not receive the treatment outlined in Section 6(b)(ii)(E) of the Employment Agreement, which applies to stock options and RSUs that are solely service based.

Involuntary Termination Severance Benefits. (A) Within ten sixty (1060) days following the Termination Date, the Company shall pay the Executive a lump sum equal to (x) twelve (12) months of Base Compensation (without giving effect to any salary reduction program currently then in effect), plus (y) an amount equal to one half fifty percent (50%) of the Five Five-Year Average Amount (as defined in Section 5). (B) At the time that the Company makes payments to other executive officers under the Short Short-Term Plan Program that is in effect during the calendar year in which the Termination Date occurs, the Company shall pay the Executive a pro-rata portion of the amount he would have earned under such plan program had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan program and the number of full calendar months elapsed prior to the Termination Date. (C) If at the Termination Date, payment has not been made under the Short Short-Term Plan Program that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan program (based on the performance results achieved under such planprogram), as if his employment had not been terminated. (D) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Health Plan prior to the Termination Date, then the Executive will receive the benefits he qualifies for under the Executive Retiree Medical Benefit Health Plan, or if such plan has been terminated prior to the Termination Date, within ten sixty (1060) days following the Termination Date, the Company shall pay the Executive the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Health Plan prior to the Termination Date, within ten sixty (1060) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive would be required to pay for the COBRA benefits selected by Executive for twelve (12) months after the Executive’s Termination DateDate if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) or more years of service to the Company. All Company 401(k) Plan benefits, Elective Deferred Compensation Plan benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with the terms of such plans and benefits. (E) For Except as provided in Section 6(b)(ii)(G) below, for any stock options/RSUs RSUs, which are solely service based, that are granted to the Executive twelve (12) months or more before the Termination Date, a number of shares shall vest (and for stock options, become exercisable as of the Termination Date) such that the total number of shares vested on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule)5schedule)2. Unless the grant was made prior to the effective date of this Agreement, the The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms or unless they are exchanged for cash in connection with any Change in Control. For options granted prior to the effective date of this Agreement, the grant’s award agreement shall control its exercisability. The Company will issue the shares underlying the RSUs to the Executive within ten sixty (1060) days following the Termination Date. In addition, the Compensation Committee may, in its discretion, accelerate the vesting of additional stock options or RSUs held by the Executive. (F) Any Long-Term Cash Program awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to the Executive within sixty (60) days following the Termination Date. (G) In the event of an Involuntary Termination prior the Performance Vesting Date (as defined in the mPRSU/PRSU Award Agreement), a portion of the mPRSUs/PRSUs shall convert into a cash payment (the “Cash Payment”). 5 The Cash Payment shall be determined by multiplying the Target Number of mPRSUs/PRSUs (as set forth in the mPRSU/PRSU Award Agreement) by the total number of days from the first day of the Performance Period (as defined in the mPRSU/PRSU Award Agreement) until the earlier of (i) the Termination Date or (ii) the last day of the Performance Period, divided by the number of days in the Performance Period (as defined in the mPRSU/PRSU Award Agreement) (the 2 For example, if a stock option has a four (4) year vesting schedule where 25% of the options vest on each anniversary of the grant date, an Executive whose Termination Date is twenty twenty- seven (27) months and a day after grant will already have vested in 50% of the total option, and will vest in an additional 6.25% (3/48) of the total option by virtue of this section. No additional vesting shall occur beyond this additional amount. . For the avoidance of doubt, a “full month worked” for a date of grant occurring on the 15th day of a month will occur when service is provided through the 14th day of the following month. Any fractional shares will be rounded down to the nearest whole share. “Termination Target Shares”). The Company’s performance under the Vesting Formula (Fas set forth in the mPRSU/PRSU Award Agreement) Any Long Term from the first day of the Performance Period until the earlier of (i) the Termination Date or (ii) the last day of the Performance Period shall be applied to the Termination Target Shares to determine the number of shares to convert into the Cash Plan awards, which are accrued Payment. This number of shares shall be multiplied by the closing price of the Company’s common stock as of the last full completed quarter prior Termination Date to determine the Termination Date, shall dollar amount of the Cash Payment. The Cash Payment will be paid to the Executive within ten sixty (1060) days following the Termination Date. Any remaining portion of the mPRSUs/PRSUs that are not converted into a Cash Payment shall be cancelled. For the avoidance of doubt, mPRSUs/PRSUs shall not receive the treatment outlined in Section 6(b)(ii)(E) of the Employment Agreement, which applies to stock options and RSUs that are solely service based.

Involuntary Termination Severance Benefits. (A) Within ten sixty (1060) days following the Termination Date, the Company shall pay Executive a lump sum equal to (x) twelve (12) months of Base Compensation (without giving effect to any salary reduction program currently then in effect), plus (y) an amount equal to one half fifty percent (50%) of the Five Year Average Amount (as defined in Section 5). (B) At the time that the Company makes payments to other executive officers under the Short Term Plan Program that is in effect during the calendar year in which the Termination Date occurs, the Company shall pay the Executive a pro-rata portion of the amount he would have earned under such plan program had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan program and the number of full months elapsed prior to the Termination Date. (C) If at the Termination Date, payment has not been made under the Short Term Plan Program that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan program (based on the performance results achieved under such planprogram), as if his employment had not been terminated. (D) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Health Plan prior to the Termination Date, then the Executive will receive the benefits he qualifies for under the Executive Retiree Medical Benefit Health Plan, or if such plan has been terminated prior to the Termination Date, within ten sixty (1060) days following the Termination Date, the Company shall pay the Executive the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Health Plan prior to the Termination Date, within ten sixty (1060) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive would be required to pay for the COBRA benefits selected by Executive for twelve (12) months after the Executive’s Termination DateDate if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) or more years of service to the Company. For this purpose, years of service shall include service with Novellus. All Company 401(k) Plan benefits, Elective Deferred Compensation Plan benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with the terms of such plans and benefits. (E) For Except as provided in Section 6(b)(ii)(G) below, for any stock options/RSUs RSUs, which are solely service based, that are granted to the Executive twelve (12) months or more before the Termination Date, a number of shares shall vest (and for stock options, become exercisable as of the Termination Date) such that the total number of shares vested on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule)5schedule)3. Unless the grant was made prior to the effective date of this Agreement, the The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms or unless they are exchanged for cash in connection with any Change in Control. For options granted prior to the effective date of this Agreement, the grant’s award agreement shall control its exercisability. The Company will issue the shares underlying the RSUs to the Executive within ten sixty (1060) days following the Termination Date. In addition, the Compensation Committee may, in its discretion, accelerate the vesting of additional stock options or RSUs held by the Executive. (F) Any Long Term Cash Program awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to the Executive within sixty (60) days following the Termination Date. (G) In the event of an Involuntary Termination prior to the end of the mPRSU/PRSU Performance Period (as defined in the mPRSU/PRSU Award Agreement), a portion of the mPRSUs/PRSUs shall convert into a cash payment (the “Cash Payment”). 5 The Cash Payment shall be determined by multiplying the Target Number of mPRSUs/PRSUs (as set forth in the mPRSU/PRSU Award Agreement) by the total number of days from the Grant Date (as defined in the mPRSU/PRSU Award Agreement) until the Termination Date divided by the number of days in the Performance Period (as defined in the mPRSU/PRSU Award Agreement) (the “Termination Target Shares”). The Company’s performance under the Vesting Formula (as set forth in the mPRSU/PRSU Award Agreement) from the first day of the Performance Period until the Termination Date shall be applied to the Termination Target Shares to determine the number of shares to convert into the Cash Payment. This number of shares shall be multiplied by the closing price of the Company’s common stock as of the Termination Date to determine 3 For example, if a stock option has a four (4) year vesting schedule where 25% of the options vest on each anniversary of the grant date, an Executive whose Termination Date is twenty seven (27) months and a day after grant will already have vested in 50% of the total option, and will vest in an additional 6.25% (3/48) of the total option by virtue of this section. No additional vesting shall occur beyond this additional amount. (F) Any Long Term Cash Plan awards, which are accrued as . the dollar amount of the last full completed quarter prior to the Termination Date, shall Cash Payment. The Cash Payment will be paid to the Executive within ten sixty (1060) days following the Termination Date. Any remaining portion of the mPRSUs/PRSUs that are not converted into a Cash Payment shall be cancelled. For the avoidance of doubt, mPRSUs/PRSUs shall not receive the treatment outlined in Section 6(b)(ii)(E) of the Employment Agreement, which applies to stock options and RSUs that are service based.

Involuntary Termination Severance Benefits. (A) Within ten sixty (1060) days following the Termination Date, the Company shall pay the Executive a lump sum equal to (x) twelve (12) months of Base Compensation (without giving effect to any salary reduction program currently then in effect), plus (y) an amount equal to one half fifty percent (50%) of the Five Five-Year Average Amount (as defined in Section 5). (B) At the time that the Company makes payments to other executive officers under the Short Term Plan Program that is in effect during the calendar year in which the Termination Date occurs, the Company shall pay the Executive a pro-rata portion of the amount he would have earned under such plan program had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan program and the number of full calendar months elapsed prior to the Termination Date. (C) If at the Termination Date, payment has not been made under the Short Term Plan Program that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan program (based on the performance results achieved under such planprogram), as if his employment had not been terminated. (D) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Plan prior to the Termination Date, then the Executive will receive the benefits he qualifies for under the Executive Retiree Medical Benefit Plan, or if such plan has been terminated prior to the Termination Date, within ten Within sixty (10) days following the Termination Date, the Company shall pay the Executive the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Plan prior to the Termination Date, within ten (1060) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive would be required to pay for the COBRA benefits selected by Executive for twelve (12) months after the Executive’s Termination DateDate if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) or more years of service to the Company. All Company 401(k) Plan benefits, Elective Deferred Compensation Plan benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with the terms of such plans and benefits. (E) For Except as provided in Section 6(b)(ii)(G) below, for any stock options/RSUs RSUs, which are solely service based, that are granted to the Executive twelve (12) months or more before the Termination Date, a number of shares shall vest (and for stock options, become exercisable as of the Termination Date) such that the total number of shares vested on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule)5schedule)3. Unless the grant was made prior to the effective date of this Agreement, the The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms or unless they are exchanged for cash in connection with any Change in Control. For options granted prior to the effective date of this Agreement, the grant’s award agreement shall control its exercisability. The Company will issue the shares underlying the RSUs to the Executive within ten sixty (1060) days following the Termination Date. In addition, the Compensation Committee of the Board may, in its discretion, accelerate the vesting of additional stock options or RSUs held by the Executive. (F) Any Long Term Cash Program awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to the Executive within sixty (60) days following the Termination Date. (G) In the event of an Involuntary Termination prior to the end of the mPRSU/PRSU Performance Period (as defined in the mPRSU/PRSU Award Agreement), a portion of the mPRSUs/PRSUs shall convert into a cash payment (the “Cash Payment”). 5 For The Cash Payment shall be determined by multiplying the Target Number of mPRSUs/PRSUs (as set forth in the mPRSU/PRSU Award Agreement) by the total number of days from the Grant Date (as defined in the mPRSU/PRSU Award Agreement) until the Termination Date divided by the number of days in the Performance Period (as defined in the mPRSU/PRSU Award Agreement) (the “Termination Target Shares”). The Company’s performance under the Vesting Formula (as set forth in the mPRSU/PRSU Award Agreement) from the first day of the Performance Period ____________ 3For example, if a stock option has a four (4) year vesting schedule where 25% of the options vest on each anniversary of the grant date, an Executive whose Termination Date is twenty twenty-seven (27) months and a day after grant will already have vested in 50% of the total option, and will vest in an additional 6.25% (3/48) of the total option by virtue of this section. No additional vesting shall occur beyond this additional amount. (F) . For the avoidance of doubt, a “full month worked” for a date of grant occurring on the 15th day of a month will occur when service is provided through the 14th day of the following month. Any Long Term fractional shares will be rounded down to the nearest whole share. until the Termination Date shall be applied to the Termination Target Shares to determine the number of shares to convert into the Cash Plan awards, which are accrued Payment. This number of shares shall be multiplied by the closing price of the Company’s common stock as of the last full completed quarter prior Termination Date to determine the Termination Date, shall dollar amount of the Cash Payment. The Cash Payment will be paid to the Executive within ten sixty (1060) days following the Termination Date. Any remaining portion of the mPRSUs/PRSUs that are not converted into a Cash Payment shall be cancelled. For the avoidance of doubt, mPRSUs/PRSUs shall not receive the treatment outlined in Section 6(b)(ii)(E) of the Employment Agreement, which applies to stock options and RSUs that are solely service based.

Involuntary Termination Severance Benefits. (A) Within ten (10) days following the Termination Date, the Company shall pay Executive a lump sum equal to (x) twelve (12) months of Base Compensation (without giving effect to any salary reduction program currently then in effect, if any), plus (y) an amount equal to one half fifty percent (50%) of the Five Year Average Amount (as defined in Section 5). (B) At the time that the Company makes payments to other executive officers under the Short Term Plan that is in effect during the calendar year in which the Termination Date occurs, the Company shall pay the Executive a pro-rata portion of the amount he would have earned under such plan had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan and the number of full months elapsed prior to the Termination Date. (C) If at the Termination Date, payment has not been made under the Short Term Plan that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan (based on the performance results achieved under such plan), as if his employment had not been terminated. (D) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Plan (or a comparable benefit) prior to the Termination Date, then the Executive will receive the benefits he qualifies for under the Executive Retiree Medical Benefit Plan, or if such plan has been terminated prior to the Termination Date, within ten (10) days following the Termination Date, the Company shall pay the Executive the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Plan prior to the Termination Date, within ten (10) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive would be required to pay for the COBRA benefits selected by Executive for twelve (12) months after the Executive’s Termination DateDate if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) or more years of service to the Company. For this purpose, years of service shall include service with Novellus. (E) For any stock options/RSUs granted to the Executive twelve (12) months or more before the Termination Date, except for those awards which are listed in Appendix A, a number of shares shall vest (and for stock options, become exercisable as of the Termination Date) such that the total number of shares vested on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule)5schedule)3. Unless the grant was made prior to the effective date of this Agreement, the The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms or unless they are exchanged for cash in connection with any Change in Control. For options granted prior to the effective date of this Agreement, the grant’s award agreement shall control its exercisability. The Company will issue the shares underlying the RSUs to the Executive within ten (10) days following the Termination Date. In addition, the Compensation Committee may, in its discretion, accelerate the vesting of additional stock options or RSUs held by the Executive. 5 For example, if a stock option has a four (4) year vesting schedule where 25% of the options vest on each anniversary of the grant date, an Executive whose Termination Date is twenty seven (27) months and a day after grant will already have vested in 50% of the total option, and will vest in an additional 6.25% (3/48) of the total option by virtue of this section. No additional vesting shall occur beyond this additional amount. (F) Any Long Term Cash Plan awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to the Executive within ten (10) days following the Termination Date.

Involuntary Termination Severance Benefits. (A) Within ten (10) days following the Termination Date, the Company shall pay Executive a lump sum equal to (x) twelve eighteen (1218) months of Base Compensation (without giving effect to any salary reduction program currently in effect), plus (y) an amount equal to one half (50%) of the Five Year Average Amount (as defined in Section 5). (B) At the time that the Company makes payments to other executive officers under the Short Term Plan that is in effect during the calendar year in which the Termination Date occurs, the Company shall pay the Executive a pro-rata portion of the amount he would have earned under such plan had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan and the number of full months elapsed prior to the Termination Date. (C) If at the Termination Date, payment has not been made under the Short Term Plan that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan (based on the performance results achieved under such plan), as if his employment had not been terminated. (D) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Plan prior to the Termination Date, then the The Executive will receive the benefits he qualifies for under the Executive Retiree Medical Benefit Plan, or if such plan has been terminated prior to the Termination Date, Date within ten (10) days following the Termination Date, Date the Company shall pay the Executive the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Plan prior to the Termination Date, within ten (10) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive would be required to pay for the COBRA benefits selected by Executive for twelve (12) months after the Executive’s Termination Date. (E) For any stock options/RSUs granted to the Executive twelve (12) months or more before the Termination Date, a number of shares shall vest (and for stock options, become exercisable as of the Termination Date) such that the total number of shares vested on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule)5schedule)3. Unless the grant was made prior to the effective date of this Agreement, the The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms terms, or unless they are exchanged for cash in connection with any Change in Control. For options granted prior to the effective date of this Agreement, the grant’s award agreement shall control its exercisability. The Company will issue the shares underlying the RSUs to the Executive within ten (10) days following the Termination Date. In addition, the Compensation Committee independent members of the Board may, in its their discretion, accelerate the vesting of additional stock options or RSUs held by the Executive. 5 For example, if a stock option has a four (4) year vesting schedule where 25% of the options vest on each anniversary of the grant date, an Executive whose Termination Date is twenty seven (27) months and a day after grant will already have vested in 50% of the total option, and will vest in an additional 6.25% (3/48) of the total option by virtue of this section. No additional vesting shall occur beyond this additional amount. (F) Any Long Term Cash Plan awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to the Executive within ten (10) days following the Termination Date.