Common use of Involuntary Termination Without Cause Clause in Contracts

Involuntary Termination Without Cause. NOT DUE TO A CHANGE OF CONTROL. In the event of the Executive’s Involuntary Termination not due to a Change of Control, the Executive shall be entitled to receive the compensation listed below, subject to his compliance with the terms and conditions of Section 5(f) (“Additional Terms”). (i) The Company shall pay or provide to the Executive the following payments and benefits: (A) Any Accrued Benefits payable as soon as practical after the Termination Date; (B) Continued payment of the Executive’s Base Salary for the applicable Severance Period payable in accordance with the Company’s standard payroll practices even though the Executive is no longer employed; (C) A lump sum equal to the Executive’s Target Bonus multiplied by the Severance Multiple payable on the Release Effective Date or as soon thereafter as is reasonably practicable; (D) Continuation of medical, prescription, dental and health care reimbursement benefits for the Benefits Continuation Period for the Executive and his family through the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, supplemented or substituted from time to time (“COBRA”), in accordance with the applicable plans, programs or policies of the Company, and on such terms applicable to comparably situated active employees during such period (which shall offset the Company’s COBRA obligation, if any), provided that the Executive shall continue to pay to the Company any applicable contribution amounts that the Executive would otherwise have to pay for such benefits if the Executive was still employed by the Company. Further, if the Executive fails to accept available coverage from another employer or fails to notify the Company within 30 days of Executive’s eligibility to receive coverage under another employer’s plan, the Executive’s coverage under this Section 5(c)(i)(D) shall immediately terminate and Executive shall cease to be entitled to any such benefits under this Agreement and shall be required within three (3) months after such failure to reimburse the Company for the greater of any premiums or any benefits paid after such failure. In addition, the Executive agrees that the Company may offset against or deduct from any payments due but not paid under this Section 5 in full or partial payment of such reimbursement; (E) The Company shall provide the Executive with professional outplacement services as determined in the Company’s sole discretion until the earliest of (w) six (6) months after the end of the Severance Period, (x) the date on which the Executive obtains another full-time job, (y) the date on which the Executive becomes self-employed, and (z) the date on which the Executive has received all services or benefits due under the applicable Company-sponsored outplacement program. The Company will not pay the Executive cash in lieu of professional outplacement services; (F) If the Executive is covered by any Company-sponsored executive life insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period, the Executive will have thirty-one days from the last day of the Severance Period to convert his life insurance coverage to an individual policy; (G) If the Executive is covered by any Company-sponsored supplemental long-term disability insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period the Executive shall be entitled to keep this policy if he continues to pay the annual premiums; and (H) Any benefits or rights to which the Executive is entitled under any of the Company’s stock or equity plans in accordance with the terms and conditions of those plans. (ii) If a Change of Control occurs and the Executive is already receiving severance pay and benefits under Section 5(c) of this Agreement as a result of his Involuntary Termination without Cause not due to a Change of Control, the Company shall pay to the Executive in a lump sum, within seven (7) calendar days after the Change of Control (or as soon thereafter as the payment can reasonably be determined), an amount (in lieu of future periodic payments) equal to the present value of all future cash payments due to the Executive under this Agreement using the prime commercial lending rate published by the Trustee at the time the Change of Control occurs. The Company and the Executive shall continue to be liable to each other for all of their other respective obligations under this Agreement. On the Termination Date or the last day of the month in which the Termination Date occurs (whichever applies under the plan terms), the Executive shall no longer be eligible to participate in any Company plan, program or policy, other that those described in Section 5(c)(i) including, but not limited to, the Company’s long-term incentive plan, short-term disability plan, long-term disability plan, employee stock purchase plan, and business travel accident plan.

Involuntary Termination Without Cause. NOT DUE TO A CHANGE OF CONTROL. In (a) The Executive shall be deemed to have been involuntarily terminated without Cause (as defined below) if one of the event following events occurs: (i) The Company terminates the Executive’s employment at anytime without Cause (as defined below); (ii) There occurs a reduction by the Company in the Executive’s responsibilities, authorities, powers and duties from the responsibilities, authorities, powers and duties exercised by the Executive just prior to such reduction but excluding such reduction effected with the Executive’s prior consent or for reasons arising out of the Executive’s Involuntary Termination not due gross negligence or willful misconduct; (iii) The Company requires the Executive to be based principally at any office or location which is outside of the Greater Boston area, unless the Executive consents to be based principally at such other office or location; (iv) The Company’s failure to (x) maintain the Executive’s eligibility for participation in existing benefit plans then being made available by the Company to other employees of the Company having substantially similar levels of responsibility as the Executive or (y) provide to the Executive substantially the same benefits or other perquisites then being provided or paid to the other employees of the Company having substantially similar levels of responsibility as the Executive; (v) There occurs a Change breach of Controlthis Agreement by the Company which continues for more than seven (7) business days after the Executive gives written notice to the Company, setting forth in reasonable detail the nature of such breach; or (vi) Causing or requiring the Executive to report to anyone other than the Chairman of the Board and/or the Board of Directors. (b) If the Executive’s employment is involuntarily terminated at any time without Cause (as defined below), the Executive shall be entitled to receive the compensation listed below, subject to his compliance with the terms and conditions of Section 5(f) (“Additional Terms”).to: (i) The Company shall pay or provide Salary and Benefits earned to the Executive the following payments and benefits: (A) Any Accrued Benefits payable as soon as practical after the Termination Date; (Bii) Continued payment of the Executive’s Base benefits pursuant to Section 6(d); and (iii) Continued Salary for a period of twelve months from the applicable Severance Period payable in accordance with the Company’s standard payroll practices even though the Executive is no longer employed; (C) A lump sum equal to the Executive’s Target Bonus multiplied by the Severance Multiple payable on the Release Effective Date or as soon thereafter as is reasonably practicable; (D) Continuation of medical, prescription, dental and health care reimbursement benefits for the Benefits Continuation Period for the Executive and his family through the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, supplemented or substituted from time to time (“COBRA”), in accordance with the applicable plans, programs or policies of the Company, and on such terms applicable to comparably situated active employees during such period (which shall offset the Company’s COBRA obligation, if any), provided that the Executive shall continue to pay to the Company any applicable contribution amounts that the Executive would otherwise have to pay for such benefits if the Executive was still employed by the Company. Further, if the Executive fails to accept available coverage from another employer or fails to notify the Company within 30 days of Executive’s eligibility to receive coverage under another employer’s plan, the Executive’s coverage under this Section 5(c)(i)(D) shall immediately terminate and Executive shall cease to be entitled to any such benefits under this Agreement and shall be required within three (3) months after such failure to reimburse the Company for the greater of any premiums or any benefits paid after such failureTermination Date. In addition, the Executive agrees that the Company may offset against or deduct from any payments due but not paid under this Section 5 in full or partial payment then-exercisable portion of such reimbursement; (E) The Company shall provide the Executive with professional outplacement services as determined in the Company’s sole discretion until the earliest of (w) six (6) months after the end each of the Severance Period, Initial Option and the Performance Option shall remain exercisable for a period of one (x1) the date on which the Executive obtains another full-time job, (y) the date on which the Executive becomes self-employed, and (z) the date on which the Executive has received all services or benefits due under the applicable Company-sponsored outplacement program. The Company will not pay the Executive cash in lieu of professional outplacement services; (F) If the Executive is covered by any Company-sponsored executive life insurance program as of year after the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period, the Executive will have thirty-one days from the last day of the Severance Period to convert his life insurance coverage to an individual policy; (G) If the Executive is covered by any Company-sponsored supplemental long-term disability insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period the Executive shall be entitled to keep this policy if he continues to pay the annual premiums; and (H) Any benefits or rights to which the Executive is entitled under any of the Company’s stock or equity plans in accordance with the terms and conditions of those plans. (ii) If a Change of Control occurs and the Executive is already receiving severance pay and benefits under Section 5(c) of this Agreement as a result of his Involuntary Termination without Cause not due to a Change of Control, the Company shall pay to the Executive in a lump sum, within seven (7) calendar days after the Change of Control (or as soon thereafter as the payment can reasonably be determined), an amount (in lieu of future periodic payments) equal to the present value of all future cash payments due to the Executive under this Agreement using the prime commercial lending rate published by the Trustee at the time the Change of Control occurs. The Company and the Executive shall continue to be liable to each other for all of their other respective obligations under this Agreement. On the Termination Date or the last day of the month in which the Termination Date occurs (whichever applies under the plan terms), the Executive shall no longer be eligible to participate in any Company plan, program or policy, other that those described in Section 5(c)(i) including, but not limited to, the Company’s long-term incentive plan, short-term disability plan, long-term disability plan, employee stock purchase plan, and business travel accident plan.

Involuntary Termination Without Cause. NOT DUE TO A CHANGE OF CONTROL. In the event of the Executive’s Involuntary Termination not due to a Change of Control, the Executive shall be entitled to receive the compensation listed below, subject to his compliance with the terms and conditions of Section 5(f) (“Additional Terms”). (i) The Company shall pay or provide Except to the Executive extent paragraph 7 applies, if your employment with or service to the following payments Company, a Subsidiary or an Affiliate is terminated involuntarily and benefits: (A) Any Accrued Benefits payable as soon as practical after without Cause and you are an eligible participant in the Termination Date; (B) Continued payment Severance/Change in Control Policy applicable to members of the Executive’s Base Salary for the applicable Severance Period payable in accordance with the Company’s standard payroll practices even though Executive Committee, this Stock Option shall vest on a prorated basis effective on your termination date. Such prorated vesting shall be calculated by multiplying the Executive is no longer employed; (C) A lump sum equal to the Executive’s Target Bonus multiplied by the Severance Multiple payable on the Release Effective Date or as soon thereafter as is reasonably practicable; (D) Continuation of medical, prescription, dental and health care reimbursement benefits for the Benefits Continuation Period for the Executive and his family through the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, supplemented or substituted from time to time (“COBRA”), in accordance with the applicable plans, programs or policies unvested portion of the CompanyStock Option by a fraction, the numerator of which is the number of days that have elapsed between the grant date and your termination date and the denominator of which is the number of days between the grant date and the date the Stock Option would have become fully vested, treating each separate vesting tranche of the Stock Option as a separate Stock Option award. The portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on such terms applicable to comparably situated active employees during such period (which your termination date and shall offset the Company’s COBRA obligation, if any), provided that the Executive shall continue to pay to the Company any applicable contribution amounts that the Executive would otherwise have to pay for such benefits if the Executive was still employed be canceled by the Company. Further, if the Executive fails to accept available coverage from another employer or fails to notify the Company within 30 days of Executive’s eligibility to receive coverage under another employer’s plan, the Executive’s coverage under this Section 5(c)(i)(D) shall immediately terminate and Executive shall cease to be entitled to any such benefits under this Agreement and shall be required within three (3) months after such failure to reimburse the Company for the greater of any premiums or any benefits paid after such failure. In addition, the Executive agrees that the Company may offset against or deduct from any payments due but not paid under this Section 5 in full or partial payment of such reimbursement; (E) The Company shall provide the Executive with professional outplacement services as determined in the Company’s sole discretion until the earliest of (w) six (6) months after the end prorated portion of the Severance Period, Stock Option that vests in accordance with such calculation may be exercised by you (xor your legal representative or similar person) the date on which the Executive obtains another full-time job, (y) the date on which the Executive becomes self-employed, and (z) the date on which the Executive has received all services or benefits due under the applicable Company-sponsored outplacement program. The Company will not pay the Executive cash in lieu of professional outplacement services; (F) If the Executive is covered by any Company-sponsored executive life insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of your severance period under such Policy or, if earlier, the Severance Period. At the end expiration date of the Severance Periodterm of this Stock Option. If your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are not an eligible participant in the Executive will have thirty-one days from the last day of the Severance Period Severance/Change in Control Policy applicable to convert his life insurance coverage to an individual policy; (G) If the Executive is covered by any Company-sponsored supplemental long-term disability insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period the Executive shall be entitled to keep this policy if he continues to pay the annual premiums; and (H) Any benefits or rights to which the Executive is entitled under any members of the Company’s stock Executive Committee on the date of such termination, this Stock Option shall cease to vest, and to the extent already vested, may thereafter be exercised by you (or equity plans in accordance with your legal representative or similar person) until the terms and conditions date which is three months after such involuntary termination, or if earlier, the expiration date of those plans. (ii) If a Change of Control occurs and the Executive is already receiving severance pay and benefits under Section 5(c) term of this Agreement as a result of his Involuntary Termination without Cause not due to a Change of Control, the Company shall pay to the Executive in a lump sum, within seven (7) calendar days after the Change of Control (or as soon thereafter as the payment can reasonably be determined), an amount (in lieu of future periodic payments) equal to the present value of all future cash payments due to the Executive under this Agreement using the prime commercial lending rate published by the Trustee at the time the Change of Control occurs. The Company and the Executive shall continue to be liable to each other for all of their other respective obligations under this Agreement. On the Termination Date or the last day of the month in which the Termination Date occurs (whichever applies under the plan terms), the Executive shall no longer be eligible to participate in any Company plan, program or policy, other that those described in Section 5(c)(i) including, but not limited to, the Company’s long-term incentive plan, short-term disability plan, long-term disability plan, employee stock purchase plan, and business travel accident planStock Option.

Involuntary Termination Without Cause. NOT DUE TO A CHANGE OF CONTROL. In the event of the Executive’s Involuntary Termination not due to a Change of Control, the Executive shall be entitled to receive the compensation listed below, subject to his compliance with the terms and conditions of Section 5(f) (“Additional Terms”). (i) The Company shall pay or provide Except to the Executive extent paragraph 3(f) applies, if your employment with or service to the following payments Company, a Subsidiary or an Affiliate is terminated involuntarily and benefits: (A) Any Accrued Benefits payable as soon as practical after without Cause and you are an eligible participant in the Termination Date; (B) Continued payment Severance/Change in Control Policy applicable to members of the Executive’s Base Salary for the applicable Severance Period payable in accordance with the Company’s standard payroll practices even though Executive Committee, this Stock Option shall vest on a prorated basis effective on your termination date. Such prorated vesting shall be calculated by multiplying the Executive is no longer employed; (C) A lump sum equal to the Executive’s Target Bonus multiplied by the Severance Multiple payable on the Release Effective Date or as soon thereafter as is reasonably practicable; (D) Continuation of medical, prescription, dental and health care reimbursement benefits for the Benefits Continuation Period for the Executive and his family through the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, supplemented or substituted from time to time (“COBRA”), in accordance with the applicable plans, programs or policies unvested portion of the CompanyStock Option by a fraction, the numerator of which is the number of days that have elapsed between the grant date and your termination date and the denominator of which is the number of days between the grant date and the date the Stock Option would have become fully vested, treating each separate vesting tranche of the Stock Option as a separate Stock Option award. The portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on such terms applicable to comparably situated active employees during such period (which your termination date and shall offset the Company’s COBRA obligation, if any), provided that the Executive shall continue to pay to the Company any applicable contribution amounts that the Executive would otherwise have to pay for such benefits if the Executive was still employed be canceled by the Company. Further, if the Executive fails to accept available coverage from another employer or fails to notify the Company within 30 days of Executive’s eligibility to receive coverage under another employer’s plan, the Executive’s coverage under this Section 5(c)(i)(D) shall immediately terminate and Executive shall cease to be entitled to any such benefits under this Agreement and shall be required within three (3) months after such failure to reimburse the Company for the greater of any premiums or any benefits paid after such failure. In addition, the Executive agrees that the Company may offset against or deduct from any payments due but not paid under this Section 5 in full or partial payment of such reimbursement; (E) The Company shall provide the Executive with professional outplacement services as determined in the Company’s sole discretion until the earliest of (w) six (6) months after the end prorated portion of the Severance Period, Stock Option that vests in accordance with such calculation may be exercised by you (xor your legal representative or similar person) the date on which the Executive obtains another full-time job, (y) the date on which the Executive becomes self-employed, and (z) the date on which the Executive has received all services or benefits due under the applicable Company-sponsored outplacement program. The Company will not pay the Executive cash in lieu of professional outplacement services; (F) If the Executive is covered by any Company-sponsored executive life insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of your severance period under such Policy or, if earlier, the Severance Period. At the end expiration date of the Severance Periodterm of this Stock Option. If your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are not an eligible participant in the Executive will have thirty-one days from the last day of the Severance Period Severance/Change in Control Policy applicable to convert his life insurance coverage to an individual policy; (G) If the Executive is covered by any Company-sponsored supplemental long-term disability insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period the Executive shall be entitled to keep this policy if he continues to pay the annual premiums; and (H) Any benefits or rights to which the Executive is entitled under any members of the Company’s stock Executive Committee on the date of such termination, this Stock Option shall cease to vest, and to the extent already vested, may thereafter be exercised by you (or equity plans in accordance with your legal representative or similar person) until the terms and conditions date which is three months after such involuntary termination, or if earlier, the expiration date of those plans. (ii) If a Change of Control occurs and the Executive is already receiving severance pay and benefits under Section 5(c) term of this Agreement as a result of his Involuntary Termination without Cause not due to a Change of Control, the Company shall pay to the Executive in a lump sum, within seven (7) calendar days after the Change of Control (or as soon thereafter as the payment can reasonably be determined), an amount (in lieu of future periodic payments) equal to the present value of all future cash payments due to the Executive under this Agreement using the prime commercial lending rate published by the Trustee at the time the Change of Control occurs. The Company and the Executive shall continue to be liable to each other for all of their other respective obligations under this Agreement. On the Termination Date or the last day of the month in which the Termination Date occurs (whichever applies under the plan terms), the Executive shall no longer be eligible to participate in any Company plan, program or policy, other that those described in Section 5(c)(i) including, but not limited to, the Company’s long-term incentive plan, short-term disability plan, long-term disability plan, employee stock purchase plan, and business travel accident planStock Option.

Involuntary Termination Without Cause. NOT DUE TO A CHANGE OF CONTROL. In Except to the event extent paragraph 3(f) applies, if your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are an eligible participant in the Severance/Change in Control Policy applicable to members of the ExecutiveCompany’s Involuntary Termination not due to a Change of Control, the Executive shall be entitled to receive the compensation listed belowCommittee, subject to his compliance with the terms of such policy, the unvested portion of this Stock Option shall vest on a prorated basis effective on your termination date. Such prorated vesting shall be calculated by multiplying the number of shares covered by the unvested portion of this Stock Option by a fraction, the numerator of which is the number of days that have elapsed between the grant date and conditions the effective date of Section 5(f) (“Additional Terms”). (i) The Company shall pay your termination of employment or provide to service and the Executive denominator of which is the following payments number of days between the grant date and benefits: (A) Any Accrued Benefits payable as soon as practical after the Termination Date; (B) Continued payment fourth anniversary of the Executive’s Base Salary for grant date. The unvested portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on your termination date and shall be canceled by the applicable Severance Period payable Company. The vested portion of this Stock Option, including any portion that had previously become vested and the prorated portion that vests effective on your termination date in accordance with the Company’s standard payroll practices even though the Executive is no longer employed; above calculation may be exercised by you (Cor your legal representative or similar person) A lump sum equal to the Executive’s Target Bonus multiplied by the Severance Multiple payable on the Release Effective Date or as soon thereafter as is reasonably practicable; (D) Continuation of medical, prescription, dental and health care reimbursement benefits for the Benefits Continuation Period for the Executive and his family through the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, supplemented or substituted from time to time (“COBRA”), in accordance with the applicable plans, programs or policies of the Company, and on such terms applicable to comparably situated active employees during such period (which shall offset the Company’s COBRA obligation, if any), provided that the Executive shall continue to pay to the Company any applicable contribution amounts that the Executive would otherwise have to pay for such benefits if the Executive was still employed by the Company. Further, if the Executive fails to accept available coverage from another employer or fails to notify the Company within 30 days of Executive’s eligibility to receive coverage under another employer’s plan, the Executive’s coverage under this Section 5(c)(i)(D) shall immediately terminate and Executive shall cease to be entitled to any such benefits under this Agreement and shall be required within three (3) months after such failure to reimburse the Company for the greater of any premiums or any benefits paid after such failure. In addition, the Executive agrees that the Company may offset against or deduct from any payments due but not paid under this Section 5 in full or partial payment of such reimbursement; (E) The Company shall provide the Executive with professional outplacement services as determined in the Company’s sole discretion until the earliest of (w) six (6) months after the end of the Severance Period, (x) the date on which the Executive obtains another full-time job, (y) the date on which the Executive becomes self-employed, and (z) the date on which the Executive has received all services or benefits due under the applicable Company-sponsored outplacement program. The Company will not pay the Executive cash in lieu of professional outplacement services; (F) If the Executive is covered by any Company-sponsored executive life insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of your severance period under such Policy or, if earlier, the Severance Period. At the end expiration date of the Severance Periodterm of this Stock Option. If your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are not an eligible participant in the Executive will have thirty-one days from the last day of the Severance Period Severance/Change in Control Policy applicable to convert his life insurance coverage to an individual policy; (G) If the Executive is covered by any Company-sponsored supplemental long-term disability insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period the Executive shall be entitled to keep this policy if he continues to pay the annual premiums; and (H) Any benefits or rights to which the Executive is entitled under any members of the Company’s stock Executive Committee on the date of such termination, this Stock Option shall cease to vest, and to the extent already vested, may thereafter be exercised by you (or equity plans in accordance with your legal representative or similar person) until the terms and conditions date which is three months after such involuntary termination, or if earlier, the expiration date of those plans. (ii) If a Change of Control occurs and the Executive is already receiving severance pay and benefits under Section 5(c) term of this Agreement as a result of his Involuntary Termination without Cause not due to a Change of ControlStock Option. Notwithstanding the foregoing, the Company shall pay to the Executive in a lump sumif, within seven (7) calendar days after the Change of Control (or as soon thereafter as the payment can reasonably be determined), an amount (in lieu of future periodic payments) equal to the present value of all future cash payments due to the Executive under this Agreement using the prime commercial lending rate published by the Trustee at the time of your termination of employment, you have satisfied the Change of Control occurs. The Company applicable age or age and the Executive shall continue to be liable to each other service requirement for all of their other respective obligations under this Agreement. On the Termination Date or the last day of the month in which the Termination Date occurs (whichever applies “Retirement” under the plan termsPlan, the provisions of paragraph 5(b) above, rather than this paragraph 5(d), shall be applicable to this Stock Option if at such time the Executive shall no longer be eligible provisions of paragraph 5(b) are more advantageous to participate in any Company plan, program or policy, other that those described in Section 5(c)(i) including, but not limited to, the Company’s long-term incentive plan, short-term disability plan, long-term disability plan, employee stock purchase plan, and business travel accident planyou.

Involuntary Termination Without Cause. NOT DUE TO A CHANGE OF CONTROLThe Executive’s employment by the Employer shall be at will. Employer may, upon ten (10) days prior written notice to Executive, terminate Executive’s employment and the Employment Period, and Executive’s rights to compensation and benefits hereunder, for any reason in its sole discretion (including for no reason whatsoever). In the event of that Executive’s employment is terminated by Employer pursuant to an involuntary termination without Cause, and such termination not due to the Executive’s Involuntary Termination not due death or Disability, provided that Executive satisfies the requirements of Section 4.9 related to a Change timely delivery of Controlan effective Release, the then Executive shall be entitled to receive the compensation listed below, subject to his compliance with the terms and conditions of Section 5(f) (“Additional Terms”). (i) The Company shall pay or provide to the Executive the following payments and severance benefits: (Aa) Any Accrued Benefits payable as soon as practical after Employer will continue to pay to Executive his Base Salary, in accordance with Employer’s normal payroll practices, for a period of twelve (12) months following the Termination Dateeffective date of the Release (the “Severance Benefit Period”); (Bb) Continued payment of the Executive’s Base Salary for the applicable Severance Period payable in accordance with the Company’s standard payroll practices even though Assuming the Executive is no longer employed; (C) A lump sum equal timely and accurately elects to the Executive’s Target Bonus multiplied by the Severance Multiple payable on the Release Effective Date or as soon thereafter as is reasonably practicable; (D) Continuation of continue his medical, prescription, dental and health care reimbursement vision insurance benefits for the Benefits Continuation Period for the Executive and his family through under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, supplemented or substituted from time to time 1985 (“COBRA”), in accordance with the applicable plans, programs or policies of the Company, and on such terms applicable to comparably situated active employees during such period (which shall offset the Company’s COBRA obligation, if any), provided that the Executive Employer shall continue to pay to the Company any applicable contribution amounts that same percentage of the COBRA premiums for the Executive would otherwise have to pay for such benefits if the Executive was still employed by the Company. Further, if the Executive fails to accept available coverage from another employer or fails to notify the Company within 30 days of and his qualified beneficiaries as it paid during Executive’s eligibility to receive coverage under another employer’s plan, the Executive’s coverage under this Section 5(c)(i)(D) shall immediately terminate and Executive shall cease to be entitled to any such benefits under this Agreement and shall be required within three (3) months after such failure to reimburse the Company for the greater of any premiums or any benefits paid after such failure. In addition, the Executive agrees that the Company may offset against or deduct from any payments due but not paid under this Section 5 in full or partial payment of such reimbursement; (E) The Company shall provide the Executive with professional outplacement services as determined in the Company’s sole discretion employment until the earliest of (wi) six (6) months after the end of the Severance Benefit Period, (xii) the expiration of the Executive’s continuation coverage under COBRA and any applicable state COBRA-like statute that provides mandated continuation coverage or (iii) the date on which the Executive obtains another full-time job, (y) the date on which the Executive becomes self-employedeligible for health insurance benefits of a subsequent employer. Executive agrees to immediately notify the Company in writing of any such eligibility. For purposes of this Section 4.4(b), and (z) the date on which references to COBRA premiums shall not include any amounts payable by the Executive has received all services or benefits due under the applicable Company-sponsored outplacement program. The Company will not pay the Executive cash in lieu of professional outplacement services; (F) If the Executive is covered by any Company-sponsored executive life insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period, the Executive will have thirty-one days from the last day of the Severance Period to convert his life insurance coverage to an individual policy; (G) If the Executive is covered by any Company-sponsored supplemental long-term disability insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period the Executive shall be entitled to keep this policy if he continues to pay the annual premiumsInternal Revenue Code Section 125 health care reimbursement plan; and (Hc) Any benefits or rights to which Employer will pay the Executive is entitled under any a single lump sum of a pro-rata amount of the Company’s stock or equity plans Bonus for the current fiscal year in accordance with which such notice of termination was given by Employer based on the terms and conditions number of those plans. (ii) If a Change days that have elapsed from the beginning of Control occurs and the Executive is already receiving severance pay and benefits under Section 5(c) of this Agreement as a result of his Involuntary Termination without Cause not due to a Change of Control, the Company shall pay such year to the Executive date such notice is given. Such payment shall be made in a lump sum, within seven (7) calendar days after the Change first payroll period following the effective date of Control (or as soon thereafter as the payment can reasonably be determined), an amount (in lieu Release required by Section 4.9 of future periodic payments) equal to the present value of all future cash payments due to the Executive under this Agreement using the prime commercial lending rate published by the Trustee at the time the Change of Control occurs. The Company and the Executive shall continue to be liable to each other for all of their other respective obligations under this Agreement. On the Termination Date or the last day The foregoing severance benefit payments are subject to any delay in payment required by Section 4.10 of the month in which the Termination Date occurs (whichever applies under the plan terms), the Executive shall no longer be eligible to participate in any Company plan, program or policy, other that those described in Section 5(c)(i) including, but not limited to, the Company’s long-term incentive plan, short-term disability plan, long-term disability plan, employee stock purchase plan, and business travel accident planthis Agreement.

Involuntary Termination Without Cause. NOT DUE TO A CHANGE OF CONTROL. In The Company may terminate Employee's employment, other than on account of death, Total Disability or for Cause, on 30 days written notice ("Termination Without Cause"), in which case Employee will have no rights or claims against the event of the Executive’s Involuntary Termination not due to a Change of Control, the Executive shall be entitled to receive the compensation listed below, subject to his compliance with the terms and conditions of Section 5(f) (“Additional Terms”).Company under this Agreement except as follows: (i) The Company Employee (or his estate or representative, asapplicable) shall pay or provide to the Executive the following payments and benefits: be paid (A) Any Accrued Benefits payable as soon as practical after any unpaid portion of his Base Salary computed on a pro rata basis through the Termination Datedate of his termination, and (B) any unreimbursed expenses properly incurred; (Bii) Continued payment All other of Employee's accrued but unpaid rights shall be as determined under any incentive compensation, stock option, retirement, employee welfare or other employee benefits plan and program of the Executive’s Base Salary for Company in which Employee is then participating at the applicable Severance Period payable in accordance with the Company’s standard payroll practices even though the Executive is no longer employedtime of his termination; (Ciii) A lump sum Subject to Employee's execution of a release satisfactory to the Company, Employee shall receive severance payments in the form of monthly payments of Employee's Base Salary (as in effect immediately prior to such termination) for a period of 6 months following the effective date of such termination or the remainder of the Term (such period of time, the "Severance Period"), not exceed 6 months; and. (iv) Subject to Employee's execution of a release satisfactory to the Company, the Company shall continue Employee's medical benefits coverage existing at the time of his termination for as long as permissible under the Company's health benefits policies (not to exceed 60 days) and the Company further agrees to pay Employee's COBRA premiums for a period of time equal to the Executive’s Target Bonus multiplied by Severance Period, with such premiums to provide for coverage at the Severance Multiple payable on same level and subject to the Release Effective Date same terms and conditions as in effect for Employee at the time of termination. For the avoidance of doubt, upon any Termination Without Cause, Employee will immediately be paid all accrued salary, all incentive compensation to the extent earned, severance compensation as provided above, vested deferred compensation (other than pension plan or as soon thereafter as is reasonably practicable; (D) Continuation of medicalprofit sharing plan benefits, prescription, dental and health care reimbursement benefits for the Benefits Continuation Period for the Executive and his family through the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, supplemented or substituted from time to time (“COBRA”), which will be paid in accordance with the applicable plans, programs or policies of the Companyplan), and on such terms applicable to comparably situated active employees during such period (which shall offset the Company’s COBRA obligationaccrued vacation pay, if any), provided that the Executive shall continue to pay all to the Company any applicable contribution amounts that the Executive would otherwise have to pay for such benefits if the Executive was still employed by the Company. Further, if the Executive fails to accept available coverage from another employer or fails to notify the Company within 30 days date of Executive’s eligibility to receive coverage under another employer’s plan, the Executive’s coverage under this Section 5(c)(i)(D) shall immediately terminate and Executive shall cease to be entitled to any such benefits under this Agreement and shall be required within three (3) months after such failure to reimburse the Company for the greater of any premiums or any benefits paid after such failure. In addition, the Executive agrees that the Company may offset against or deduct from any payments due but not paid under this Section 5 in full or partial payment of such reimbursement; (E) The Company shall provide the Executive with professional outplacement services as determined in the Company’s sole discretion until the earliest of (w) six (6) months after the end of the Severance Period, (x) the date on which the Executive obtains another full-time job, (y) the date on which the Executive becomes self-employed, and (z) the date on which the Executive has received all services or benefits due under the applicable Company-sponsored outplacement program. The Company will not pay the Executive cash in lieu of professional outplacement services; (F) If the Executive is covered by any Company-sponsored executive life insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period, the Executive will have thirty-one days from the last day of the Severance Period to convert his life insurance coverage to an individual policy; (G) If the Executive is covered by any Company-sponsored supplemental long-term disability insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period the Executive shall be entitled to keep this policy if he continues to pay the annual premiums; and (H) Any benefits or rights to which the Executive is entitled under any of the Company’s stock or equity plans in accordance with the terms and conditions of those planstermination. (ii) If a Change of Control occurs and the Executive is already receiving severance pay and benefits under Section 5(c) of this Agreement as a result of his Involuntary Termination without Cause not due to a Change of Control, the Company shall pay to the Executive in a lump sum, within seven (7) calendar days after the Change of Control (or as soon thereafter as the payment can reasonably be determined), an amount (in lieu of future periodic payments) equal to the present value of all future cash payments due to the Executive under this Agreement using the prime commercial lending rate published by the Trustee at the time the Change of Control occurs. The Company and the Executive shall continue to be liable to each other for all of their other respective obligations under this Agreement. On the Termination Date or the last day of the month in which the Termination Date occurs (whichever applies under the plan terms), the Executive shall no longer be eligible to participate in any Company plan, program or policy, other that those described in Section 5(c)(i) including, but not limited to, the Company’s long-term incentive plan, short-term disability plan, long-term disability plan, employee stock purchase plan, and business travel accident plan.

Involuntary Termination Without Cause. NOT DUE TO A CHANGE OF CONTROL. In Except to the event extent paragraph 3(f) applies, if your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are an eligible participant in the Severance/Change in Control Policy applicable to members of the ExecutiveCompany’s Involuntary Termination not due to a Change of Control, the Executive shall be entitled to receive the compensation listed belowCommittee, subject to his compliance with the terms of such policy, the unvested portion of this Stock Option shall vest on a prorated basis effective on your termination date. Such prorated vesting shall be calculated by multiplying the number of shares covered by the unvested portion of this Stock Option by a fraction, the numerator of which is the number of days that have elapsed between the grant date and conditions the effective date of Section 5(f) (“Additional Terms”). (i) The Company shall pay your termination of employment or provide to service and the Executive denominator of which is the following payments number of days between the grant date and benefits: (A) Any Accrued Benefits payable as soon as practical after the Termination Date; (B) Continued payment fourth anniversary of the Executive’s Base Salary for grant date. The unvested portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on your termination date and shall be canceled by the applicable Severance Period payable Company. The vested portion of this Stock Option, including any portion that had previously become vested and the prorated portion that vests effective on your termination date in accordance with the Company’s standard payroll practices even though the Executive is no longer employed; above calculation may be exercised by you (Cor your legal representative or similar person) A lump sum equal to the Executive’s Target Bonus multiplied by the Severance Multiple payable on the Release Effective Date or as soon thereafter as is reasonably practicable; (D) Continuation of medical, prescription, dental and health care reimbursement benefits for the Benefits Continuation Period for the Executive and his family through the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, supplemented or substituted from time to time (“COBRA”), in accordance with the applicable plans, programs or policies of the Company, and on such terms applicable to comparably situated active employees during such period (which shall offset the Company’s COBRA obligation, if any), provided that the Executive shall continue to pay to the Company any applicable contribution amounts that the Executive would otherwise have to pay for such benefits if the Executive was still employed by the Company. Further, if the Executive fails to accept available coverage from another employer or fails to notify the Company within 30 days of Executive’s eligibility to receive coverage under another employer’s plan, the Executive’s coverage under this Section 5(c)(i)(D) shall immediately terminate and Executive shall cease to be entitled to any such benefits under this Agreement and shall be required within three (3) months after such failure to reimburse the Company for the greater of any premiums or any benefits paid after such failure. In addition, the Executive agrees that the Company may offset against or deduct from any payments due but not paid under this Section 5 in full or partial payment of such reimbursement; (E) The Company shall provide the Executive with professional outplacement services as determined in the Company’s sole discretion until the earliest of (w) six (6) months after the end of the Severance Period, (x) the date on which the Executive obtains another full-time job, (y) the date on which the Executive becomes self-employed, and (z) the date on which the Executive has received all services or benefits due under the applicable Company-sponsored outplacement program. The Company will not pay the Executive cash in lieu of professional outplacement services; (F) If the Executive is covered by any Company-sponsored executive life insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of your severance period under such Policy or, if earlier, the Severance Period. At the end expiration date of the Severance Periodterm of this Stock Option. If your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are not an eligible participant in the Executive will have thirty-one days from the last day of the Severance Period Severance/Change in Control Policy applicable to convert his life insurance coverage to an individual policy; (G) If the Executive is covered by any Company-sponsored supplemental long-term disability insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period the Executive shall be entitled to keep this policy if he continues to pay the annual premiums; and (H) Any benefits or rights to which the Executive is entitled under any members of the Company’s stock or equity plans in accordance with Executive Committee on the terms date of such termination, this Stock Option shall cease to vest, and conditions of those plans. (ii) If a Change of Control occurs and the Executive is already receiving severance pay and benefits under Section 5(c) of this Agreement as a result of his Involuntary Termination without Cause not due to a Change of Control, the Company shall pay to the Executive in a lump sumextent already vested, within seven (7) calendar days after the Change of Control (or as soon thereafter as the payment can reasonably be determined), an amount (in lieu of future periodic payments) equal to the present value of all future cash payments due to the Executive under this Agreement using the prime commercial lending rate published by the Trustee at the time the Change of Control occurs. The Company and the Executive shall continue to be liable to each other for all of their other respective obligations under this Agreement. On the Termination Date or the last day of the month in which the Termination Date occurs (whichever applies under the plan terms), the Executive shall no longer be eligible to participate in any Company plan, program or policy, other that those described in Section 5(c)(i) including, but not limited to, the Company’s long-term incentive plan, short-term disability plan, long-term disability plan, employee stock purchase plan, and business travel accident plan.may

Involuntary Termination Without Cause. NOT DUE TO A CHANGE OF CONTROL. In the event that the Boards determine that this Agreement and the employment of Executive should be terminated before the Retirement Date for a reason other than death, Disability, voluntary separation from service by Executive, or for Cause (such reason is hereafter referred to as a “Termination Without Cause”): (1) Executive, or his designated beneficiary, shall be entitled to continue to receive the Base Salary he otherwise would have been entitled to receive (including but not limited to amounts earned but not paid) had he remained employed for a period of two (2) years, or through the Retirement Date, whichever is less. Such amounts shall begin to be paid as soon as practicable after Executive’s separation from service and shall continue for a period of two (2) years, or until December 31, 2015, whichever is less. (2) Executive, or his designated beneficiary, shall be entitled to receive a one-year bonus payment equal to the average of the annual aggregate bonus under the QPB Plan (or its successor) earned by Executive for each of the two calendar years immediately preceding the calendar year in which the Termination Without Cause occurs, plus the average of the amount earned under the LBP and the LTIP in place for each of the two calendar years immediately preceding the calendar year in which the Termination Without Cause occurs, payable in the form and at the time specified in such plans. (3) Any stock options granted to Executive shall vest on the termination date, notwithstanding any vesting schedule set forth in any outstanding option agreements with Executive’s Involuntary Termination not due to a Change , and shall be exercisable under the terms of Control, the plan. (4) Executive shall be entitled to receive from State Auto an amount equal to the compensation listed belowthen current monthly per employee cost of providing State Auto’s health insurance benefit multiplied by twenty-four (24) months, or the number of months from the date of termination until December 31, 2015, whichever is less, payable as a single lump sum payment as soon as practicable after separation from service, subject to his compliance with the terms and conditions provisions of Section 5(f(H) (“Additional Terms”). (i) The Company shall pay or provide below. Notwithstanding any provision to the Executive contrary, the following payments and benefits: benefits due to Executive under this Section (AE) Any Accrued Benefits payable as soon as practical of Article IV shall commence no later than 90 days after the Termination Date; (B) Continued payment of the Executive’s Base Salary for the applicable Severance Period payable in accordance with the Company’s standard payroll practices even though the Executive is no longer employed; (C) A lump sum equal to the Executive’s Target Bonus multiplied by the Severance Multiple payable on the Release Effective Date or as soon thereafter as is reasonably practicable; (D) Continuation of medical, prescription, dental and health care reimbursement benefits for the Benefits Continuation Period for the Executive and his family through the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, supplemented or substituted from time to time (“COBRA”), in accordance with the applicable plans, programs or policies of the Company, and on such terms applicable to comparably situated active employees during such period (which shall offset the Company’s COBRA obligation, if any)Termination Without Cause, provided that the Executive shall continue has executed a valid release of State Auto Mutual, State Auto P & C, and their respective officers, directors and employees, from any and all actions, suits, proceedings, claims and demands relating to pay to the Company any applicable contribution amounts that the Executive would otherwise have to pay for such benefits if the Executive was still employed by the Company. Further, if the Executive fails to accept available coverage from another employer or fails to notify the Company within 30 days of Executive’s eligibility to receive coverage under another employer’s plan, the Executive’s coverage under this Section 5(c)(i)(D) shall immediately terminate employment and Executive shall cease to be entitled to any such benefits under this Agreement and shall be required within three (3) months after such failure to reimburse the Company for the greater of any premiums or any benefits paid after such failure. In addition, the Executive agrees that the Company may offset against or deduct from any payments due but not paid under this Section 5 in full or partial payment of such reimbursement; (E) The Company shall provide the Executive with professional outplacement services as determined in the Company’s sole discretion until the earliest of (w) six (6) months after the end of the Severance Period, (x) the date on which the Executive obtains another full-time job, (y) the date on which the Executive becomes self-employedInvoluntary Termination Without Cause, and (z) the date on which the Executive has received all services or benefits due under the applicable Company-sponsored outplacement program. The Company will not pay the Executive cash in lieu of professional outplacement services; (F) If the Executive is covered by any Company-sponsored executive life insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period, the Executive will have thirty-one days from the last day of the Severance Period to convert his life insurance coverage to an individual policy; (G) If the Executive is covered by any Company-sponsored supplemental long-term disability insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period the Executive shall be entitled to keep revocation period has expired within this policy if he continues to pay the annual premiums; and (H) Any benefits or rights to which the Executive is entitled under any of the Company’s stock or equity plans in accordance with the terms and conditions of those plansperiod. (ii) If a Change of Control occurs and the Executive is already receiving severance pay and benefits under Section 5(c) of this Agreement as a result of his Involuntary Termination without Cause not due to a Change of Control, the Company shall pay to the Executive in a lump sum, within seven (7) calendar days after the Change of Control (or as soon thereafter as the payment can reasonably be determined), an amount (in lieu of future periodic payments) equal to the present value of all future cash payments due to the Executive under this Agreement using the prime commercial lending rate published by the Trustee at the time the Change of Control occurs. The Company and the Executive shall continue to be liable to each other for all of their other respective obligations under this Agreement. On the Termination Date or the last day of the month in which the Termination Date occurs (whichever applies under the plan terms), the Executive shall no longer be eligible to participate in any Company plan, program or policy, other that those described in Section 5(c)(i) including, but not limited to, the Company’s long-term incentive plan, short-term disability plan, long-term disability plan, employee stock purchase plan, and business travel accident plan.

Involuntary Termination Without Cause. NOT DUE TO A CHANGE OF CONTROL. In the event that the Boards determine that this Agreement and the employment of Executive should be terminated for a reason other than death, Disability, voluntary separation from service by Executive, or for Cause (such reason is hereafter referred to as a “Termination Without Cause”), Executive, or his designated beneficiary, shall be entitled to his then current Base Salary and benefits under Section (E) of Article III for the Executive’s Involuntary Termination not due to a Change lesser of Control24 months after separation from service or until Executive attains age 65. In addition, the Executive shall be entitled to receive a one-year bonus payment equal to the compensation listed average of the annual aggregate bonus under the QPB Plan (or its successor) earned by the Executive for each of the two calendar years immediately preceding the calendar year in which the Termination Without Cause occurs, plus the average of the amount earned under the LBP and the LTIP in place for each of the two calendar years immediately preceding the calendar year in which the Termination Without Cause occurs. If Executive shall attain age 65 within less than 12 months of the Termination Without Cause, such bonus payment shall be prorated for the number of months until Executive attains age 65. Subject to the provisions of Section (I) of Article IV of the Agreement below, subject to his compliance with the terms and conditions of Section 5(f) (“Additional Terms”). (i) The Company such payment shall pay or provide to the Executive the following payments and benefits: (A) Any Accrued Benefits payable be made as soon as practical practicable after the Termination Date; (B) Continued payment of the Executive’s Base Salary for the applicable Severance Period payable separation from service, but in accordance with the Company’s standard payroll practices even though the Executive is no longer employed; (C) A lump sum equal to the event later than 210 days following Executive’s Target Bonus multiplied by the Severance Multiple payable separation from service. Furthermore, in this event, any stock options granted to Executive shall vest on the Release Effective Date or as soon thereafter as is reasonably practicable; (D) Continuation of medicaltermination date, prescription, dental and health care reimbursement benefits for the Benefits Continuation Period for the Executive and his family through the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, supplemented or substituted from time to time (“COBRA”), notwithstanding any vesting schedule set forth in accordance any outstanding option agreements with the applicable plans, programs or policies of the Company, and on such terms applicable to comparably situated active employees during such period (which shall offset the Company’s COBRA obligation, if any), provided that the Executive shall continue to pay to the Company any applicable contribution amounts that the Executive would otherwise have to pay for such benefits if the Executive was still employed by the Company. Further, if the Executive fails to accept available coverage from another employer or fails to notify the Company within 30 days of Executive’s eligibility to receive coverage under another employer’s plan, the Executive’s coverage under this Section 5(c)(i)(D) shall immediately terminate and Executive shall cease to be entitled to any such benefits under this Agreement and shall be required within three (3) months after such failure to reimburse the Company for the greater of any premiums or any benefits paid after such failure. In addition, the in this event, Executive agrees that the Company may offset against or deduct from any payments due but not paid under this Section 5 in full or partial shall be entitled: (a) to receive payment of such reimbursement; any Base Salary accrued through the separation from service date and (b) to receive a pro-rated amount of compensation to which he may be entitled pursuant to the LBP, the QPB Plan, and the LTIP, per the terms of each plan as then in effect, based on the effective date of the separation from service described in this section (E) The Company shall provide ). In addition to the Executive with professional outplacement services as determined foregoing, in the Company’s sole discretion until the earliest event of (w) six (6) months after the end of the Severance PeriodTermination Without Cause, (x) the date on which the Executive obtains another full-time job, (y) the date on which the Executive becomes self-employed, and (z) the date on which the Executive has received all services or benefits due under the applicable Company-sponsored outplacement program. The Company will not pay the Executive cash in lieu of professional outplacement services; (F) If the Executive is covered by any Company-sponsored executive life insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period, the Executive will have thirty-one days from the last day of the Severance Period to convert his life insurance coverage to an individual policy; (G) If the Executive is covered by any Company-sponsored supplemental long-term disability insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period the Executive shall be entitled to keep this policy if he continues to pay the annual premiums; and (H) Any benefits or rights to which the Executive is entitled under any of the Company’s stock or equity plans in accordance with the terms and conditions of those plans. (ii) If a Change of Control occurs and the Executive is already receiving severance pay and benefits under Section 5(c) of this Agreement as a result of his Involuntary Termination without Cause not due to a Change of Control, the Company shall pay to the Executive in a lump sum, within seven (7) calendar days after the Change of Control (or as soon thereafter as the payment can reasonably be determined), receive from State Auto an amount (in lieu of future periodic payments) equal to the present value then current monthly per employee cost of all future cash payments providing State Auto’s health insurance benefit multiplied by the lesser of 24 or the number of months until Executive attains age 65, plus such additional amount that represents a gross-up of the taxes due for that particular amount of income. Such amounts shall be paid pursuant to the Executive under this Agreement using the prime commercial lending rate published by the Trustee at the time the Change provisions of Control occurs. The Company and the Executive shall continue to be liable to each other for all Section (I) of their other respective obligations under this Agreement. On the Termination Date or the last day Article IV of the month in which the Termination Date occurs (whichever applies under the plan terms), the Executive shall no longer be eligible to participate in any Company plan, program or policy, other that those described in Section 5(c)(i) including, but not limited to, the Company’s long-term incentive plan, short-term disability plan, long-term disability plan, employee stock purchase plan, and business travel accident planAgreement below.

Involuntary Termination Without Cause. NOT DUE TO A CHANGE OF CONTROL. In If the Company terminates your employment for reasons other than Cause, and you fulfill your obligations as set forth in this Agreement, you shall be paid the amounts set forth in this Section I.B. (which you acknowledge would not be due you in the absence of this Agreement) as soon as practicable after the Involuntary Termination Date but in no event later than 60 days after the Involuntary Termination Date; provided, that if you are, as of the Executive’s Involuntary Termination not due to Date, a Change “specified employee” within the meaning of Control409A as determined in accordance with the methodology duly adopted by the Company as in effect on the Involuntary Termination Date, then such amounts shall instead be paid on the Executive shall first business day following the date which is six months after the Involuntary Termination Date (the “Six-Month Delay Date”) (or if sooner, upon your death); and further provided that the amount payable under Section I.B(ii) will be entitled to receive paid in the compensation listed belowfiscal year following the fiscal year in which the Involuntary Termination Date occurs, if later than as otherwise specified herein. Payment of the amounts set forth in Section I.B are conditioned upon and subject to his compliance with the requirement that, on or after the Involuntary Termination Date, and at least 10 days prior to the Six-Month Delay Date or, if applicable, at least 10 days prior to the last day of the aforementioned 60 day period, (i) you execute and return to the Company the release agreement attached as Exhibit A (the “Release Agreement”) and (ii) any period within which you may revoke the Release Agreement pursuant to the terms and conditions of Section 5(f) (“Additional Terms”).thereof has expired without you having revoked the Release Agreement: (i) The Company shall pay or provide a lump sum amount equivalent to your annual base salary as of the Executive the following payments and benefits: (A) Any Accrued Benefits payable as soon as practical after the Involuntary Termination Date; (Bii) Continued payment a pro-rated annual bonus for the fiscal year in which the Involuntary Termination Date occurs, which lump sum amount shall be determined based on, for such fiscal year, the level of achievement of the Executive’s Base Salary for the applicable Severance Period payable in accordance with performance goals under the Company’s standard payroll practices even though Incentive Plan(s), the Executive is no longer employedbonus-eligible percentage of your annual base pay in effect and the amount of base pay actually paid to you prior to the Involuntary Termination Date; (Ciii) A if, on the Involuntary Termination Date, you are an active participant who is accruing benefits under any tax-qualified, supplemental or excess defined benefit pension plan maintained by the Company or any of its affiliates (a “DB Pension Plan”), pursuant to the DB Pension Plan terms, you will receive up to one year additional pension service; or (iv) if, on the Involuntary Termination Date, you are not an active participant who is accruing benefits under a DB Pension Plan, but are eligible to receive Employer Retirement Income Contributions (XXXX) under an Alcoa Savings Plan, a lump sum amount, in cash, equal to the Executive’s Target Bonus XXXX contribution percent in effect on the Involuntary Termination Date multiplied by the Severance Multiple payable sum of your annual base salary as of your Involuntary Termination Date plus your target annual variable compensation; or (v) if, on the Release Effective Date or as soon thereafter as Involuntary Termination Date, you are not an active participant who is reasonably practicable; (D) Continuation of medicalaccruing benefits under a DB Pension Plan, prescriptionbut are eligible to participate in the Global Pension Plan, dental and health care reimbursement benefits for the Benefits Continuation Period for the Executive and his family through the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, supplemented or substituted from time to time (“COBRA”)you will receive a lump sum amount, in accordance with the applicable planscash, programs or policies of the Company, and on such terms applicable to comparably situated active employees during such period (which shall offset the Company’s COBRA obligation, if any), provided that the Executive shall continue to pay equal to the Company any applicable Global Pension Plan annual percentage contribution amounts that in effect on the Executive would otherwise have to pay for such benefits if the Executive was still employed Involuntary Termination Date, multiplied by the Company. Further, if the Executive fails to accept available coverage from another employer or fails to notify the Company within 30 days sum of Executive’s eligibility to receive coverage under another employer’s plan, the Executive’s coverage under this Section 5(c)(i)(D) shall immediately terminate and Executive shall cease to be entitled to any such benefits under this Agreement and shall be required within three (3) months after such failure to reimburse the Company for the greater your annual base salary as of any premiums or any benefits paid after such failureyour Involuntary Termination Date plus your target annual variable compensation. In addition, for a period of one year after the Executive agrees that Involuntary Termination Date the Company may offset against or deduct from any payments due but shall arrange to provide you, and anyone entitled to claim through you, health (including medical, behavioral, prescription drug, dental and vision) benefits substantially similar to those provided to active employees as long as you pay the active employee contribution for the coverage. In order to comply with 409A, the following shall apply to the health care benefits provided pursuant to this paragraph, the costs of which are not fully paid under this Section 5 in full or partial payment by you (the “Health Benefits”). Any and all reimbursements of such reimbursement; (E) The Company eligible expenses made pursuant to the Health Benefits shall provide the Executive with professional outplacement services as determined in the Company’s sole discretion until the earliest of (w) six (6) months after be made no later than the end of the Severance Period, (x) calendar year next following the date on calendar year in which the Executive obtains another fullexpenses were incurred. The amount of expenses that are eligible for reimbursement or of in-time job, (y) kind benefits that are provided pursuant to the date on which Health Benefits in any given calendar year shall not affect the Executive becomes self-employed, and (z) the date on which the Executive has received all services expenses that are eligible for reimbursement or benefits due to be provided pursuant to the Health Benefits in any other calendar year, except as specifically permitted by Treasury Regulation Section 1.409A-3(i)(iv)(B). Your right to the Health Benefits may not be liquidated or exchanged for any other benefit. If your employment with the Company terminates pursuant to this Section I, upon and following the Involuntary Termination Date, your other compensation and benefits continue to be governed by the terms of the plans in which you participate; provided however, that payments and benefits under the applicable Company-sponsored outplacement program. The Company will not pay the Executive cash this Section I are in lieu of professional outplacement services; (F) If the Executive is covered by any Company-sponsored executive life insurance program as of the Termination Date, the Company shall continue other involuntary separation benefits or severance payments which you may be eligible to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period, the Executive will have thirty-one days receive from the last day of the Severance Period to convert his life insurance coverage to an individual policy; (G) If the Executive is covered by any Company-sponsored supplemental long-term disability insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period the Executive shall be entitled to keep this policy ; and if he continues to pay the annual premiums; and (H) Any benefits or rights to which the Executive is entitled under any of the Company’s stock or equity plans in accordance with the terms and conditions of those plans. (ii) If a Change of Control occurs and the Executive is already receiving you receive severance pay and benefits under Section 5(c) of this Agreement as a result of his Involuntary Termination without Cause not due to a the Company’s Change of Controlin Control Severance Plan, the Company shall pay to the Executive in a lump sumno payments will be made, within seven (7) calendar days after the Change of Control (or as soon thereafter as the payment can reasonably be determined)benefits provided, an amount (in lieu of future periodic payments) equal to the present value of all future cash payments due to the Executive under this Agreement using the prime commercial lending rate published by the Trustee at the time the Change of Control occurs. The Company and the Executive shall continue to be liable to each other for all of their other respective obligations under this Agreement. On In the event that, as of the Involuntary Termination Date, you are not a “specified employee” (as described above), and the 60 day period following your Involuntary Termination Date or the last day specified herein for payment of any of the month amounts due to you under this Section I.B. spans two calendar years, any such payment will be made in which the Termination Date occurs (whichever applies under the plan terms), the Executive shall no longer be eligible to participate in any Company plan, program or policy, other that those described in Section 5(c)(i) including, but not limited to, the Company’s long-term incentive plan, short-term disability plan, long-term disability plan, employee stock purchase plan, and business travel accident plansecond calendar year.

Involuntary Termination Without Cause. NOT DUE TO A CHANGE OF CONTROL. In If the event of the Executive’s Involuntary Termination not due to a Change of ControlCompany terminates your employment for reasons other than Cause, the Executive and you fulfill your obligations as set forth in this Agreement, you shall be paid the greater of (i) the amounts you would have been entitled to receive under the compensation listed belowLayoff, subject Job Elimination, and Dismissal of Salaried Employee Plan applicable to his compliance with your Canadian location (or successor plan) if you had been an eligible participant under such plan or (ii) the terms and conditions of amounts set forth below in this Section 5(f) (“Additional Terms”). (i) The Company shall pay or provide to the Executive the following payments and benefits: (A) Any Accrued Benefits payable I.B, in either case as soon as practical practicable after the Involuntary Termination Date but in no event later than 60 days after the Involuntary Termination Date; (B) Continued payment ; provided, that if you are, as of the Executive’s Base Salary for Involuntary Termination Date, a “specified employee” within the applicable Severance Period payable meaning of 409A as determined in accordance with the Company’s standard payroll practices even though the Executive is no longer employed; (C) A lump sum equal to the Executive’s Target Bonus multiplied methodology duly adopted by the Severance Multiple payable Company as in effect on the Release Effective Involuntary Termination Date, then such amounts shall instead be paid on the first business day following the date which is six months after the Involuntary Termination Date (the “Six-Month Delay Date”) (or as soon thereafter as is reasonably practicable; (D) Continuation of medicalif sooner, prescription, dental upon your death); and health care reimbursement benefits for the Benefits Continuation Period for the Executive and his family through the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, supplemented or substituted from time to time (“COBRA”), in accordance with the applicable plans, programs or policies of the Company, and on such terms applicable to comparably situated active employees during such period (which shall offset the Company’s COBRA obligation, if any), further provided that the Executive shall continue to pay amount payable under Section I.B(ii), if applicable, will be paid in the fiscal year following the fiscal year in which the Involuntary Termination Date occurs, if later than as otherwise specified herein. Payment of the amounts set forth in Section I.B are conditioned upon and subject to the Company any applicable contribution amounts that the Executive would otherwise have to pay for such benefits if the Executive was still employed by the Company. Furtherrequirement that, if the Executive fails to accept available coverage from another employer on or fails to notify the Company within 30 days of Executive’s eligibility to receive coverage under another employer’s plan, the Executive’s coverage under this Section 5(c)(i)(D) shall immediately terminate and Executive shall cease to be entitled to any such benefits under this Agreement and shall be required within three (3) months after such failure to reimburse the Company for the greater of any premiums or any benefits paid after such failure. In addition, the Executive agrees that the Company may offset against or deduct from any payments due but not paid under this Section 5 in full or partial payment of such reimbursement; (E) The Company shall provide the Executive with professional outplacement services as determined in the Company’s sole discretion until the earliest of (w) six (6) months after the end of the Severance Period, (x) the date on which the Executive obtains another full-time job, (y) the date on which the Executive becomes self-employed, and (z) the date on which the Executive has received all services or benefits due under the applicable Company-sponsored outplacement program. The Company will not pay the Executive cash in lieu of professional outplacement services; (F) If the Executive is covered by any Company-sponsored executive life insurance program as of the Involuntary Termination Date, and at least 10 days prior to the Company shall continue Six-Month Delay Date or, if applicable, at least 10 days prior to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period, the Executive will have thirty-one days from the last day of the Severance Period aforementioned 60 day period, (i) you execute and return to convert his life insurance coverage the Company, to an individual policy;the extent permitted by law, the release agreement attached as Exhibit A (the “Release Agreement”) (or any equivalent form in accordance with local law of your location), and (ii) only to the extent required by applicable law, any period within which you may revoke the Release Agreement (or any equivalent form in accordance with local law of your location) pursuant to the terms thereof has expired without you having revoked the Release Agreement: (Gi) If the Executive is covered by any Company-sponsored supplemental long-term disability insurance program a lump sum amount equivalent to your annual base salary as of the Involuntary Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period the Executive shall be entitled to keep this policy if he continues to pay the annual premiums; and (Hii) Any benefits or rights to a pro-rated annual bonus for the fiscal year in which the Executive is entitled Involuntary Termination Date occurs, which lump sum amount shall be determined based on, for such fiscal year, the level of achievement of the applicable performance goals under any of the Company’s stock or equity plans Incentive Plan(s), the bonus-eligible percentage of your annual base pay in accordance with effect and the terms and conditions amount of those plans.base pay actually paid to you prior to the Involuntary Termination Date; and (iiiii) If access to reasonable outplacement services suitable to the Executive’s position for a Change period of Control occurs and 12 months or, if earlier, until the first acceptance by the Executive is already receiving severance pay and benefits under Section 5(c) of this Agreement as a result an offer of his Involuntary Termination without Cause not due to a Change of Control, the Company shall pay employment (to the Executive in a lump sumextent of reimbursement for such outplacement services, within seven (7) calendar days after the Change of Control (or as soon thereafter as the payment can reasonably be determined), an amount (in lieu of future periodic payments) equal such reimbursement shall occur prior to the present value of all future cash payments due to the Executive under this Agreement using the prime commercial lending rate published by the Trustee at the time the Change of Control occurs. The Company and the Executive shall continue to be liable to each other for all of their other respective obligations under this Agreement. On the Termination Date or the last day of the 15th month in following the Involuntary Termination Date); and (iv) (A) if, on the Involuntary Termination Date, you are an active participant who is accruing benefits under any tax-qualified, supplemental or excess defined benefit pension plan maintained by the Company or any of its affiliates (a “DB Pension Plan”), pursuant to the DB Pension Plan terms, you will receive additional pension service through the earlier of (i) the one year anniversary of your Involuntary Termination Date, and (ii) the date upon which the Termination Date occurs (whichever applies benefit accruals for active employees cease under the plan terms), terms of the Executive shall no longer be eligible to participate in any Company plan, program or policy, other that those described in Section 5(c)(i) including, but not limited to, the Company’s long-term incentive plan, short-term disability plan, long-term disability plan, employee stock purchase plan, and business travel accident plan.DB Pension Plan; or

Involuntary Termination Without Cause. NOT DUE TO A CHANGE OF CONTROL. In the event that the Boards determine that this Agreement and the employment of Executive should be terminated before the end of the Employment Term for a reason other than death, Disability, voluntary separation from service by Executive, or for Cause (such reason is hereafter referred to as a “Termination Without Cause”), subject to the provisions of Section (I) below: (1) Executive, or the Beneficiary, shall be entitled to continue to receive the Base Salary Executive otherwise would have been entitled to receive (including but not limited to amounts earned but not paid) had he remained employed for a period of twenty-four (24) months. Such amounts shall begin to be paid as soon as practicable after Executive’s Involuntary separation from service and shall continue for a period of twenty-four (24) months. Notwithstanding the preceding provisions of this paragraph (1), in the event that Executive’s Termination not due Without Cause occurs less than twenty-four (24) months prior to a Change the end of Controlthe calendar year in which Executive attains age 65, the payments required hereunder will end on the last day of the calendar year in which Executive attains age 65. (2) Executive, or the Beneficiary, shall be entitled to receive a one-year bonus payment equal to the average of the amount earned under the LBP and the LTIP in place for each of the two calendar years immediately preceding the calendar year in which the Termination Without Cause occurs, payable in the form and at the time specified in such plans. (3) Any stock options granted to Executive shall vest on the termination date, notwithstanding any vesting schedule set forth in any outstanding option agreements with Executive, and shall be exercisable under the terms of the plan. (4) Executive shall be entitled to receive the compensation listed below, subject to his compliance with the terms and conditions of Section 5(f) (“Additional Terms”). (i) The Company shall pay or provide from State Auto an amount equal to the Executive the following payments and benefits: then current monthly per employee cost of providing State Auto’s health insurance benefit multiplied by twenty-four (A24) Any Accrued Benefits months, payable as a single lump sum payment as soon as practical practicable after the Termination Date; (B) Continued payment of the Executive’s Base Salary for the applicable Severance Period payable in accordance with the Company’s standard payroll practices even though the Executive is no longer employed; (C) A lump sum equal separation from service. Notwithstanding any provision to the Executive’s Target Bonus multiplied by the Severance Multiple payable on the Release Effective Date or as soon thereafter as is reasonably practicable; (D) Continuation of medical, prescription, dental and health care reimbursement benefits for the Benefits Continuation Period for the Executive and his family through the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, supplemented or substituted from time to time (“COBRA”), in accordance with the applicable plans, programs or policies of the Company, and on such terms applicable to comparably situated active employees during such period (which shall offset the Company’s COBRA obligation, if any), provided that the Executive shall continue to pay to the Company any applicable contribution amounts that the Executive would otherwise have to pay for such benefits if the Executive was still employed by the Company. Further, if the Executive fails to accept available coverage from another employer or fails to notify the Company within 30 days of Executive’s eligibility to receive coverage under another employer’s plancontrary, the Executive’s coverage payments and benefits due to Executive under this Section 5(c)(i)(D(E) shall immediately terminate and Executive shall cease to be entitled to any such benefits under this Agreement and of Article V shall be required contingent upon Executive’s execution of a valid release of State Auto and their respective officers, directors, agents and employees, from any and all actions, suits, proceedings, claims and demands relating to Executive’s employment and Termination Without Cause. Provided such release is executed and not revoked within three (3) months after such failure to reimburse the Company for the greater of any premiums or any benefits paid after such failure. In additionrevocation period provided by applicable law, the Executive agrees that the Company may offset against or deduct from any payments payment and benefits due but not paid under this Section 5 in full or partial payment of such reimbursement; (E) The Company of Article V shall provide commence no later than 90 days after Executive’s Termination Without Cause. In the Executive with professional outplacement services as determined event that the time period required by applicable law to obtain a valid release (including the expiration of any revocation period) begins in one calendar year and ends in another calendar year, notwithstanding the Company’s sole discretion until the earliest of (w) six (6) months after the end provisions of the Severance Periodprevious sentence, (x) the date on which the Executive obtains another full-time job, (y) the date on which the Executive becomes self-employed, payments and (z) the date on which the Executive has received all services or benefits due under the applicable Company-sponsored outplacement program. The Company will not pay the Executive cash in lieu of professional outplacement services; (F) If the Executive is covered by any Company-sponsored executive life insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period, the Executive will have thirty-one days from the last day of the Severance Period to convert his life insurance coverage to an individual policy; (G) If the Executive is covered by any Company-sponsored supplemental long-term disability insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period the Executive shall be entitled to keep this policy if he continues to pay the annual premiums; and (H) Any benefits or rights to which the Executive is entitled under any of the Company’s stock or equity plans in accordance with the terms and conditions of those plans. (ii) If a Change of Control occurs and the Executive is already receiving severance pay and benefits under Section 5(c) of this Agreement as a result of his Involuntary Termination without Cause not due to a Change of Control, the Company shall pay to the Executive in a lump sum, within seven (7) calendar days after the Change of Control (or as soon thereafter as the payment can reasonably be determined), an amount (in lieu of future periodic payments) equal to the present value of all future cash payments due to the Executive under this Agreement using Section (E) of Article V shall commence in the prime commercial lending rate published by the Trustee at the time the Change of Control occurs. The Company and the Executive shall continue to be liable to each other for all of their other respective obligations under this Agreement. On the Termination Date or the last day of the month in which the Termination Date occurs (whichever applies under the plan terms), the Executive shall no longer be eligible to participate in any Company plan, program or policy, other that those described in Section 5(c)(i) including, but not limited to, the Company’s long-term incentive plan, short-term disability plan, long-term disability plan, employee stock purchase plan, and business travel accident plansecond calendar year.

Involuntary Termination Without Cause. NOT DUE TO A CHANGE OF CONTROL. In the event The Company may terminate Employee’s employment, other than on account of the Executive’s Involuntary Termination not due to a Change of Controldeath, the Executive shall be entitled to receive the compensation listed belowTotal Disability or for Cause, subject to his compliance with the terms and conditions of Section 5(f) on 30 days written notice (“Additional TermsTermination Without Cause”)., in which case Employee will have no rights or claims against the Company under this Agreement except as follows: (i) The Company Employee (or his estate or representative, as applicable) shall pay or provide to the Executive the following payments and benefits: be paid (A) Any Accrued Benefits payable as soon as practical after any unpaid portion of his Base Salary computed on a pro rata basis through the Termination Datedate of his termination, and (B) any unreimbursed expenses properly incurred; (Bii) Continued payment All other of Employee’s accrued but unpaid rights shall be as determined under any incentive compensation, stock option, retirement, employee welfare or other employee benefits plan and program of the ExecutiveCompany in which Employee is then participating at the time of his termination; (iii) Subject to Employee’s execution of a release satisfactory to the Company, Employee shall receive severance payments in the form of monthly payments of Employee’s Base Salary (as in effect immediately prior to such termination) for a period of 6 months following the applicable effective date of such termination or the remainder of the Term (such period of time, the “Severance Period payable in accordance with Period”), not exceed 6 months; and, (iv) Subject to Employee’s execution of a release satisfactory to the Company, the Company shall continue Employee’s medical benefits coverage existing at the time of his termination for as long as permissible under the Company’s standard payroll practices even though health benefits policies (not to exceed 60 days) and the Executive is no longer employed; (C) A lump sum Company further agrees to pay Employee’s COBRA premiums for a period of time equal to the Executive’s Target Bonus multiplied by Severance Period, with such premiums to provide for coverage at the Severance Multiple payable on same level and subject to the Release Effective Date same terms and conditions as in effect for Employee at the time of termination. For the avoidance of doubt, upon any Termination Without Cause, Employee will immediately be paid all accrued salary, all incentive compensation to the extent earned, severance compensation as provided above, vested deferred compensation (other than pension plan or as soon thereafter as is reasonably practicable; (D) Continuation of medicalprofit sharing plan benefits, prescription, dental and health care reimbursement benefits for the Benefits Continuation Period for the Executive and his family through the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, supplemented or substituted from time to time (“COBRA”), which will be paid in accordance with the applicable plans, programs or policies of the Companyplan), and on such terms applicable to comparably situated active employees during such period (which shall offset the Company’s COBRA obligationaccrued vacation pay, if any), provided that the Executive shall continue to pay all to the Company any applicable contribution amounts that the Executive would otherwise have to pay for such benefits if the Executive was still employed by the Company. Further, if the Executive fails to accept available coverage from another employer or fails to notify the Company within 30 days date of Executive’s eligibility to receive coverage under another employer’s plan, the Executive’s coverage under this Section 5(c)(i)(D) shall immediately terminate and Executive shall cease to be entitled to any such benefits under this Agreement and shall be required within three (3) months after such failure to reimburse the Company for the greater of any premiums or any benefits paid after such failure. In addition, the Executive agrees that the Company may offset against or deduct from any payments due but not paid under this Section 5 in full or partial payment of such reimbursement; (E) The Company shall provide the Executive with professional outplacement services as determined in the Company’s sole discretion until the earliest of (w) six (6) months after the end of the Severance Period, (x) the date on which the Executive obtains another full-time job, (y) the date on which the Executive becomes self-employed, and (z) the date on which the Executive has received all services or benefits due under the applicable Company-sponsored outplacement program. The Company will not pay the Executive cash in lieu of professional outplacement services; (F) If the Executive is covered by any Company-sponsored executive life insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period, the Executive will have thirty-one days from the last day of the Severance Period to convert his life insurance coverage to an individual policy; (G) If the Executive is covered by any Company-sponsored supplemental long-term disability insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period the Executive shall be entitled to keep this policy if he continues to pay the annual premiums; and (H) Any benefits or rights to which the Executive is entitled under any of the Company’s stock or equity plans in accordance with the terms and conditions of those planstermination. (ii) If a Change of Control occurs and the Executive is already receiving severance pay and benefits under Section 5(c) of this Agreement as a result of his Involuntary Termination without Cause not due to a Change of Control, the Company shall pay to the Executive in a lump sum, within seven (7) calendar days after the Change of Control (or as soon thereafter as the payment can reasonably be determined), an amount (in lieu of future periodic payments) equal to the present value of all future cash payments due to the Executive under this Agreement using the prime commercial lending rate published by the Trustee at the time the Change of Control occurs. The Company and the Executive shall continue to be liable to each other for all of their other respective obligations under this Agreement. On the Termination Date or the last day of the month in which the Termination Date occurs (whichever applies under the plan terms), the Executive shall no longer be eligible to participate in any Company plan, program or policy, other that those described in Section 5(c)(i) including, but not limited to, the Company’s long-term incentive plan, short-term disability plan, long-term disability plan, employee stock purchase plan, and business travel accident plan.

Involuntary Termination Without Cause. NOT DUE TO A CHANGE OF CONTROL. In If the event Company terminates your employment for reasons other than Cause, and you fulfill your obligations as set forth in this Agreement, you shall be paid the following amounts (which you acknowledge would not be due you in the absence of this Agreement) on the Executive’s Six-Month Delay Date (or if sooner, upon your death) or, with respect to the amount payable under Section II.B(ii), if later, in the fiscal year following the fiscal year in which the Involuntary Termination not due Date occurs, provided that, on or after the Involuntary Termination Date, and at least 10 days prior to a Change of Controlthe Six-Month Delay Date, (i) you execute and return to the Executive shall be entitled Company the Release Agreement and (ii) any period within which you may revoke the Release Agreement pursuant to receive the compensation listed below, subject to his compliance with the terms and conditions of Section 5(f) (“Additional Terms”).thereof has expired without you having revoked the Release Agreement: (i) The Company shall pay or provide a lump sum amount equivalent to two times your annual base salary as of the Executive the following payments and benefits: (A) Any Accrued Benefits payable as soon as practical after the Involuntary Termination Date; (Bii) Continued payment a pro-rated annual bonus for the fiscal year in which the Involuntary Termination Date occurs, which lump sum amount shall be determined based on, for such fiscal year, the level of achievement of the Executive’s Base Salary for the applicable Severance Period payable in accordance with performance goals under the Company’s standard payroll practices even though Incentive Plan(s), the Executive is no longer employedbonus-eligible percentage of your annual base pay in effect and the amount of base pay actually paid to you prior to the Involuntary Termination Date; (Ciii) A $50,000 in consideration of execution and delivery of the Release Agreement as provided above; (iv) if, on the Involuntary Termination Date, you are an active participant who is accruing benefits under any tax-qualified, supplemental or excess defined benefit pension plan maintained by the Company or any of its affiliates or any other defined benefit plan or agreement entered into between you and the Company or any of its affiliates which is designed to provide you with supplemental defined benefit retirement benefits (a “DB Pension Plan”), a lump sum amount equal to the Executive’s Target Bonus multiplied by excess of (I) the Severance Multiple payable on the Release Effective Date or as soon thereafter as is reasonably practicable; (D) Continuation of medical, prescription, dental and health care reimbursement benefits for the Benefits Continuation Period for the Executive and his family through the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, supplemented or substituted from time to time (“COBRA”), in accordance with the applicable plans, programs or policies actuarial equivalent of the Company, and on such terms applicable to comparably situated active employees during such period (which shall offset aggregate retirement pension as if you had been credited with an additional 24 months of service following the Company’s COBRA obligation, if any), provided that the Executive shall continue to pay to the Company any applicable contribution amounts that the Executive would otherwise have to pay for such benefits if the Executive was still employed by the Company. Further, if the Executive fails to accept available coverage from another employer or fails to notify the Company within 30 days of Executive’s eligibility to receive coverage under another employer’s plan, the Executive’s coverage under this Section 5(c)(i)(D) shall immediately terminate and Executive shall cease to be entitled to any such benefits under this Agreement and shall be required within three (3) months after such failure to reimburse the Company for the greater of any premiums or any benefits paid after such failure. In addition, the Executive agrees that the Company may offset against or deduct from any payments due but not paid under this Section 5 in full or partial payment of such reimbursement; (E) The Company shall provide the Executive with professional outplacement services as determined in the Company’s sole discretion until the earliest of (w) six (6) months after the end of the Severance Period, (x) the date on which the Executive obtains another full-time job, (y) the date on which the Executive becomes self-employed, and (z) the date on which the Executive has received all services or benefits due under the applicable Company-sponsored outplacement program. The Company will not pay the Executive cash in lieu of professional outplacement services; (F) If the Executive is covered by any Company-sponsored executive life insurance program as of the Involuntary Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period, the Executive will have thirty-one days from the last day of the Severance Period to convert his life insurance coverage to an individual policy; (G) If the Executive is covered by any Company-sponsored supplemental long-term disability insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period the Executive shall be entitled to keep this policy if he continues to pay the annual premiums; and (H) Any benefits or rights to which the Executive is entitled under any of the Company’s stock or equity plans in accordance with the terms and conditions of those plans. (ii) If a Change of Control occurs and the Executive is already receiving severance pay and benefits under Section 5(c) of this Agreement as a result of his Involuntary Termination without Cause not due to a Change of Control, the Company shall pay to the Executive in a lump sum, within seven (7) calendar days after the Change of Control (or as soon thereafter as the payment can reasonably be determined), an amount (in lieu of future periodic payments) equal to the present value of all future cash payments due to the Executive under this Agreement using the prime commercial lending rate published by the Trustee at the time the Change of Control occurs. The Company and the Executive shall continue to be liable to each other for all of their other respective obligations under this Agreement. On the Termination Date or the last day of the month in which the Termination Date occurs (whichever applies under the plan terms), the Executive shall no longer be eligible to participate in any Company plan, program or policy, other that those described in Section 5(c)(i) including, but not limited to, the Company’s long-term incentive plan, short-term disability plan, long-term disability plan, employee stock purchase plan, and business travel accident plan.over

Involuntary Termination Without Cause. NOT DUE TO A CHANGE OF CONTROL. In Except to the event extent paragraph 7 applies, if your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are an eligible participant in the Severance/Change in Control Policy applicable to members of the ExecutiveCompany’s Involuntary Termination not due to a Change of Control, the Executive shall be entitled to receive the compensation listed belowCommittee, subject to his compliance with the terms of such policy, the unvested portion of this Stock Option shall vest on a prorated basis effective on your termination date. Such prorated vesting shall be calculated by multiplying the number of shares covered by the unvested portion of this Stock Option by a fraction, the numerator of which is the number of days that have elapsed between the grant date and conditions the effective date of Section 5(f) (“Additional Terms”). (i) The Company shall pay your termination of employment or provide to service and the Executive denominator of which is the following payments number of days between the grant date and benefits: (A) Any Accrued Benefits payable as soon as practical after the Termination Date; (B) Continued payment fourth anniversary of the Executive’s Base Salary for grant date. The unvested portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on your termination date and shall be canceled by the applicable Severance Period payable Company. The vested portion of this Stock Option, including any portion that had previously become vested and the prorated portion that vests effective on your termination date in accordance with the Company’s standard payroll practices even though the Executive is no longer employed; above calculation, may be exercised by you (Cor your legal representative or similar person) A lump sum equal to the Executive’s Target Bonus multiplied by the Severance Multiple payable on the Release Effective Date or as soon thereafter as is reasonably practicable; (D) Continuation of medical, prescription, dental and health care reimbursement benefits for the Benefits Continuation Period for the Executive and his family through the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, supplemented or substituted from time to time (“COBRA”), in accordance with the applicable plans, programs or policies of the Company, and on such terms applicable to comparably situated active employees during such period (which shall offset the Company’s COBRA obligation, if any), provided that the Executive shall continue to pay to the Company any applicable contribution amounts that the Executive would otherwise have to pay for such benefits if the Executive was still employed by the Company. Further, if the Executive fails to accept available coverage from another employer or fails to notify the Company within 30 days of Executive’s eligibility to receive coverage under another employer’s plan, the Executive’s coverage under this Section 5(c)(i)(D) shall immediately terminate and Executive shall cease to be entitled to any such benefits under this Agreement and shall be required within three (3) months after such failure to reimburse the Company for the greater of any premiums or any benefits paid after such failure. In addition, the Executive agrees that the Company may offset against or deduct from any payments due but not paid under this Section 5 in full or partial payment of such reimbursement; (E) The Company shall provide the Executive with professional outplacement services as determined in the Company’s sole discretion until the earliest of (w) six (6) months after the end of the Severance Period, (x) the date on which the Executive obtains another full-time job, (y) the date on which the Executive becomes self-employed, and (z) the date on which the Executive has received all services or benefits due under the applicable Company-sponsored outplacement program. The Company will not pay the Executive cash in lieu of professional outplacement services; (F) If the Executive is covered by any Company-sponsored executive life insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of your severance period under such Policy or, if earlier, the Severance Period. At the end expiration date of the Severance Periodterm of this Stock Option. If your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are not an eligible participant in the Executive will have thirty-one days from the last day of the Severance Period Severance/Change in Control Policy applicable to convert his life insurance coverage to an individual policy; (G) If the Executive is covered by any Company-sponsored supplemental long-term disability insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period the Executive shall be entitled to keep this policy if he continues to pay the annual premiums; and (H) Any benefits or rights to which the Executive is entitled under any members of the Company’s stock Executive Committee on the date of such termination, this Stock Option shall cease to vest, and to the extent already vested, may thereafter be exercised by you (or equity plans in accordance with your legal representative or similar person) until the terms and conditions date which is three months after such involuntary termination, or if earlier, the expiration date of those plans. (ii) If a Change of Control occurs and the Executive is already receiving severance pay and benefits under Section 5(c) term of this Agreement as a result of his Involuntary Termination without Cause not due to a Change of ControlStock Option. Notwithstanding the foregoing, the Company shall pay to the Executive in a lump sumif, within seven (7) calendar days after the Change of Control (or as soon thereafter as the payment can reasonably be determined), an amount (in lieu of future periodic payments) equal to the present value of all future cash payments due to the Executive under this Agreement using the prime commercial lending rate published by the Trustee at the time of your termination of employment, you have satisfied the Change of Control occurs. The Company applicable age or age and the Executive shall continue to be liable to each other service requirement for all of their other respective obligations under this Agreement. On the Termination Date or the last day of the month in which the Termination Date occurs (whichever applies “Retirement” under the plan termsPlan, the provisions of paragraph 5(b) above, rather than this paragraph 5(d), shall be applicable to this Stock Option if at such time the Executive shall no longer be eligible provisions of paragraph 5(b) are more advantageous to participate in any Company plan, program or policy, other that those described in Section 5(c)(i) including, but not limited to, the Company’s long-term incentive plan, short-term disability plan, long-term disability plan, employee stock purchase plan, and business travel accident planyou.

Involuntary Termination Without Cause. NOT DUE TO A CHANGE OF CONTROL. In If the event of the Executive’s Involuntary Termination not due to a Change of ControlCompany terminates your employment for reasons other than Cause, the Executive and you fulfill your obligations as set forth in this Agreement, you shall be paid the greater of (i) the amounts you would have been entitled to receive under the compensation listed belowAlcoa USA Corp. Involuntary Separation Plan (or successor plan) if you had been an eligible participant under such plan or (ii) the amounts set forth below in this Section II.B, subject in either case on the Six-Month Delay Date (or if sooner, upon your death) or, with respect to his compliance with the amount payable under Section II.B(ii), if later and applicable, in the fiscal year following the fiscal year in which the Involuntary Termination Date occurs, provided that, on or after the Involuntary Termination Date, and at least 10 days prior to the Six-Month Delay Date, (i) you execute and return to the Company the Release Agreement and (ii) any period within which you may revoke the Release Agreement pursuant to the terms and conditions of Section 5(f) (“Additional Terms”).thereof has expired without you having revoked the Release Agreement: (i) The Company shall pay or provide a lump sum amount equivalent to two times your annual base salary as of the Executive the following payments and benefits: (A) Any Accrued Benefits payable as soon as practical after the Involuntary Termination Date; (Bii) Continued payment a pro-rated annual bonus for the fiscal year in which the Involuntary Termination Date occurs, which lump sum amount shall be determined based on, for such fiscal year, the level of achievement of the Executive’s Base Salary for the applicable Severance Period payable in accordance with performance goals under the Company’s standard payroll practices even though Incentive Plan(s), the Executive is no longer employedbonus-eligible percentage of your annual base pay in effect and the amount of base pay actually paid to you prior to the Involuntary Termination Date; (Ciii) A lump sum equal access to reasonable outplacement services suitable to the Executive’s Target Bonus multiplied position for a period of 12 months or, if earlier, until the first acceptance by the Severance Multiple payable on the Release Effective Date or as soon thereafter as is reasonably practicable; Executive of an offer of employment (D) Continuation of medical, prescription, dental and health care reimbursement benefits for the Benefits Continuation Period for the Executive and his family through the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, supplemented or substituted from time to time (“COBRA”), in accordance with the applicable plans, programs or policies of the Company, and on such terms applicable to comparably situated active employees during such period (which shall offset the Company’s COBRA obligation, if any), provided that the Executive shall continue to pay to the Company any applicable contribution amounts that the Executive would otherwise have to pay extent of reimbursement for such benefits if the Executive was still employed by the Company. Further, if the Executive fails to accept available coverage from another employer or fails to notify the Company within 30 days of Executive’s eligibility to receive coverage under another employer’s plan, the Executive’s coverage under this Section 5(c)(i)(D) shall immediately terminate and Executive shall cease to be entitled to any such benefits under this Agreement and shall be required within three (3) months after such failure to reimburse the Company for the greater of any premiums or any benefits paid after such failure. In addition, the Executive agrees that the Company may offset against or deduct from any payments due but not paid under this Section 5 in full or partial payment of such reimbursement; (E) The Company shall provide the Executive with professional outplacement services as determined in the Company’s sole discretion until the earliest of (w) six (6) months after the end of the Severance Period, (x) the date on which the Executive obtains another full-time job, (y) the date on which the Executive becomes self-employed, and (z) the date on which the Executive has received all services or benefits due under the applicable Company-sponsored outplacement program. The Company will not pay the Executive cash in lieu of professional outplacement services; (F) If the Executive is covered by any Company-sponsored executive life insurance program as of the Termination Date, the Company such reimbursement shall continue occur prior to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period, the Executive will have thirty-one days from the last day of the Severance Period to convert his life insurance coverage to an individual policy15th month following the Involuntary Termination Date); (Giv) If the Executive is covered by any Company-sponsored supplemental long-term disability insurance program as $50,000 in consideration of execution and delivery of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period the Executive shall be entitled to keep this policy if he continues to pay the annual premiumsRelease Agreement as provided above; and (H) Any benefits or rights to which the Executive is entitled under any of the Company’s stock or equity plans in accordance with the terms and conditions of those plans. (ii) If a Change of Control occurs and the Executive is already receiving severance pay and benefits under Section 5(c) of this Agreement as a result of his Involuntary Termination without Cause not due to a Change of Control, the Company shall pay to the Executive in a lump sum, within seven (7) calendar days after the Change of Control (or as soon thereafter as the payment can reasonably be determined), an amount (in lieu of future periodic payments) equal to the present value of all future cash payments due to the Executive under this Agreement using the prime commercial lending rate published by the Trustee at the time the Change of Control occurs. The Company and the Executive shall continue to be liable to each other for all of their other respective obligations under this Agreement. On the Termination Date or the last day of the month in which the Termination Date occurs (whichever applies under the plan terms), the Executive shall no longer be eligible to participate in any Company plan, program or policy, other that those described in Section 5(c)(i) including, but not limited to, the Company’s long-term incentive plan, short-term disability plan, long-term disability plan, employee stock purchase plan, and business travel accident plan.

Involuntary Termination Without Cause. NOT DUE TO A CHANGE OF CONTROL. In Except to the event of extent paragraph 3(f) applies, if your employment with or service to the Executive’s Involuntary Termination not due to Company, a Subsidiary or an Affiliate terminates involuntarily and without Cause and at such time you are an eligible participant in the Severance/Change of Control, in Control Policy (Executive Committee Level) (the “Executive shall be entitled to receive the compensation listed belowSeverance Policy”), subject to his compliance with the terms your timely execution of an agreement and conditions of Section 5(f) (“Additional Terms”). (i) The Company shall pay or provide release in a form acceptable to the Company which will include restrictive covenants and a comprehensive release of all claims, the unvested portion of this Stock Option shall vest on a prorated basis effective on your termination date. Notwithstanding anything to the contrary in the Executive Severance Policy, such prorated vesting shall be calculated by multiplying the following payments and benefits: (A) Any Accrued Benefits payable total number of shares covered by this Stock Option as soon as practical after the Termination Date; (B) Continued payment of the Executive’s Base Salary for grant date by a fraction, the applicable Severance Period payable numerator of which is the number of days between the grant date and the effective date of your termination of employment or service and the denominator of which is the number of days between the grant date and the date of Full Vesting of this Award as defined in paragraph 3, less the portion of this Stock Option which has previously vested (or based on such other proration methodology selected by the Company which the Company determines in its sole discretion yields substantially the same results as the foregoing proration methodology). The unvested portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on your termination date and shall be canceled by the Company. The vested portion of this Stock Option, including any portion that had previously become vested and the prorated portion that vests effective on your termination date in accordance with the Company’s standard payroll practices even though the Executive is no longer employed; above calculation may be exercised by you (Cor your legal representative or similar person) A lump sum equal to the Executive’s Target Bonus multiplied by the Severance Multiple payable on the Release Effective Date or as soon thereafter as is reasonably practicable; (D) Continuation of medical, prescription, dental and health care reimbursement benefits for the Benefits Continuation Period for the Executive and his family through the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, supplemented or substituted from time to time (“COBRA”), in accordance with the applicable plans, programs or policies of the Company, and on such terms applicable to comparably situated active employees during such period (which shall offset the Company’s COBRA obligation, if any), provided that the Executive shall continue to pay to the Company any applicable contribution amounts that the Executive would otherwise have to pay for such benefits if the Executive was still employed by the Company. Further, if the Executive fails to accept available coverage from another employer or fails to notify the Company within 30 days of Executive’s eligibility to receive coverage under another employer’s plan, the Executive’s coverage under this Section 5(c)(i)(D) shall immediately terminate and Executive shall cease to be entitled to any such benefits under this Agreement and shall be required within three (3) months after such failure to reimburse the Company for the greater of any premiums or any benefits paid after such failure. In addition, the Executive agrees that the Company may offset against or deduct from any payments due but not paid under this Section 5 in full or partial payment of such reimbursement; (E) The Company shall provide the Executive with professional outplacement services as determined in the Company’s sole discretion until the earliest of (w) six (6) months after the end of the Severance Period, (x) the date on which the Executive obtains another full-time job, (y) the date on which the Executive becomes self-employed, and (z) the date on which the Executive has received all services or benefits due under the applicable Company-sponsored outplacement program. The Company will not pay the Executive cash in lieu of professional outplacement services; (F) If the Executive is covered by any Company-sponsored executive life insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of your severance period under such Policy or, if earlier, the Severance Period. At the end expiration date of the term of this Stock Option. If your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are not an eligible participant in the Executive Severance PeriodPolicy on the date of such termination, this Stock Option shall cease to vest, and to the extent already vested, may thereafter be exercised by you (or your legal representative or similar person) until the date which is three months after such involuntary termination, or if earlier, the Executive will have thirty-one days from the last day expiration date of the Severance Period to convert his life insurance coverage to an individual policy; (G) If the Executive is covered by any Company-sponsored supplemental long-term disability insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period the Executive shall be entitled to keep this policy if he continues to pay the annual premiums; and (H) Any benefits or rights to which the Executive is entitled under any of the Company’s stock or equity plans in accordance with the terms and conditions of those plans. (ii) If a Change of Control occurs and the Executive is already receiving severance pay and benefits under Section 5(c) of this Agreement as a result of his Involuntary Termination without Cause not due to a Change of ControlStock Option. Notwithstanding the foregoing, the Company shall pay to the Executive in a lump sumif, within seven (7) calendar days after the Change of Control (or as soon thereafter as the payment can reasonably be determined), an amount (in lieu of future periodic payments) equal to the present value of all future cash payments due to the Executive under this Agreement using the prime commercial lending rate published by the Trustee at the time of your termination of employment, you have satisfied the Change of Control occurs. The Company applicable age or age and the Executive shall continue to be liable to each other service requirement for all of their other respective obligations under this Agreement. On the Termination Date or the last day of the month in which the Termination Date occurs (whichever applies “Retirement” under the plan termsPlan, the provisions of paragraph 5(b) above, rather than this paragraph 5(d), shall be applicable to this Stock Option if at such time the Executive shall no longer be eligible provisions of paragraph 5(b) are more advantageous to participate in any Company plan, program or policy, other that those described in Section 5(c)(i) including, but not limited to, the Company’s long-term incentive plan, short-term disability plan, long-term disability plan, employee stock purchase plan, and business travel accident planyou.

Involuntary Termination Without Cause. NOT DUE TO A CHANGE OF CONTROL. In If the event of the Executive’s Involuntary Termination not due to a Change of ControlCompany terminates your employment for reasons other than Cause, the Executive and you fulfill your obligations as set forth in this Agreement, you shall be paid the greater of (i) the amounts you would have been entitled to receive under the compensation listed belowAlcoa USA Corp. Involuntary Separation Plan (or successor plan) if you had been an eligible participant under such plan or (ii) the amounts set forth below in this Section I.B, subject to his compliance with the terms and conditions of Section 5(f) (“Additional Terms”). (i) The Company shall pay or provide to the Executive the following payments and benefits: (A) Any Accrued Benefits payable in either case as soon as practical practicable after the Involuntary Termination Date but in no event later than 60 days after the Involuntary Termination Date; (B) Continued payment ; provided, that if you are, as of the Executive’s Base Salary for Involuntary Termination Date, a “specified employee” within the applicable Severance Period payable meaning of 409A as determined in accordance with the Company’s standard payroll practices even though the Executive is no longer employed; (C) A lump sum equal to the Executive’s Target Bonus multiplied methodology duly adopted by the Severance Multiple payable Company as in effect on the Release Effective Involuntary Termination Date, then such amounts shall instead be paid on the first business day following the date which is six months after the Involuntary Termination Date (the “Six-Month Delay Date”) (or as soon thereafter as is reasonably practicable; (D) Continuation of medicalif sooner, prescription, dental upon your death); and health care reimbursement benefits for the Benefits Continuation Period for the Executive and his family through the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, supplemented or substituted from time to time (“COBRA”), in accordance with the applicable plans, programs or policies of the Company, and on such terms applicable to comparably situated active employees during such period (which shall offset the Company’s COBRA obligation, if any), further provided that the Executive shall continue to pay amount payable under Section I.B(ii), if applicable, will be paid in the fiscal year following the fiscal year in which the Involuntary Termination Date occurs, if later than as otherwise specified herein. Payment of the amounts set forth in Section I.B are conditioned upon and subject to the Company any applicable contribution amounts that the Executive would otherwise have to pay for such benefits if the Executive was still employed by the Company. Furtherrequirement that, if the Executive fails to accept available coverage from another employer on or fails to notify the Company within 30 days of Executive’s eligibility to receive coverage under another employer’s plan, the Executive’s coverage under this Section 5(c)(i)(D) shall immediately terminate and Executive shall cease to be entitled to any such benefits under this Agreement and shall be required within three (3) months after such failure to reimburse the Company for the greater of any premiums or any benefits paid after such failure. In addition, the Executive agrees that the Company may offset against or deduct from any payments due but not paid under this Section 5 in full or partial payment of such reimbursement; (E) The Company shall provide the Executive with professional outplacement services as determined in the Company’s sole discretion until the earliest of (w) six (6) months after the end of the Severance Period, (x) the date on which the Executive obtains another full-time job, (y) the date on which the Executive becomes self-employed, and (z) the date on which the Executive has received all services or benefits due under the applicable Company-sponsored outplacement program. The Company will not pay the Executive cash in lieu of professional outplacement services; (F) If the Executive is covered by any Company-sponsored executive life insurance program as of the Involuntary Termination Date, and at least 10 days prior to the Company shall continue Six-Month Delay Date or, if applicable, at least 10 days prior to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period, the Executive will have thirty-one days from the last day of the Severance Period aforementioned 60 day period, (i) you execute and return to convert his life insurance coverage the Company the release agreement attached as Exhibit A (the “Release Agreement”) and (ii) any period within which you may revoke the Release Agreement pursuant to an individual policy;the terms thereof has expired without you having revoked the Release Agreement: (Gi) If the Executive is covered by any Company-sponsored supplemental long-term disability insurance program a lump sum amount equivalent to your annual base salary as of the Involuntary Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period the Executive shall be entitled to keep this policy if he continues to pay the annual premiums; and (Hii) Any benefits or rights to a pro-rated annual bonus for the fiscal year in which the Executive is entitled Involuntary Termination Date occurs, which lump sum amount shall be determined based on, for such fiscal year, the level of achievement of the applicable performance goals under any of the Company’s stock or equity plans Incentive Plan(s), the bonus-eligible percentage of your annual base pay in accordance with effect and the terms and conditions amount of those plans.base pay actually paid to you prior to the Involuntary Termination Date; and (iiiii) If access to reasonable outplacement services suitable to the Executive’s position for a Change period of Control occurs and 12 months or, if earlier, until the first acceptance by the Executive is already receiving severance pay and benefits under Section 5(c) of this Agreement as a result an offer of his Involuntary Termination without Cause not due to a Change of Control, the Company shall pay employment (to the Executive in a lump sumextent of reimbursement for such outplacement services, within seven (7) calendar days after the Change of Control (or as soon thereafter as the payment can reasonably be determined), an amount (in lieu of future periodic payments) equal such reimbursement shall occur prior to the present value of all future cash payments due to the Executive under this Agreement using the prime commercial lending rate published by the Trustee at the time the Change of Control occurs. The Company and the Executive shall continue to be liable to each other for all of their other respective obligations under this Agreement. On the Termination Date or the last day of the 15th month in following the Involuntary Termination Date); and (iv) (A) if, on the Involuntary Termination Date, you are an active participant who is accruing benefits under any tax-qualified, supplemental or excess defined benefit pension plan maintained by the Company or any of its affiliates (a “DB Pension Plan”), pursuant to the DB Pension Plan terms, you will receive additional pension service through the earlier of (i) the one year anniversary of your Involuntary Termination Date, and (ii) the date upon which the Termination Date occurs (whichever applies benefit accruals for active employees cease under the plan terms), terms of the Executive shall no longer be eligible to participate in any Company plan, program or policy, other that those described in Section 5(c)(i) including, but not limited to, the Company’s long-term incentive plan, short-term disability plan, long-term disability plan, employee stock purchase plan, and business travel accident plan.DB Pension Plan; or

Involuntary Termination Without Cause. NOT DUE TO A CHANGE OF CONTROL. In Except to the event extent paragraph 3(f) applies, if your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are an eligible participant in the Severance/Change in Control Policy applicable to members of the ExecutiveCompany’s Involuntary Termination not due to a Change of Control, the Executive shall be entitled to receive the compensation listed belowCommittee, subject to his compliance with the terms and conditions of Section 5(f) (“Additional Terms”). (i) The Company such policy, the unvested portion of this Stock Option shall pay or provide to vest on a prorated basis effective on your termination date. Such prorated vesting shall be calculated by multiplying the Executive the following payments and benefits: (A) Any Accrued Benefits payable as soon as practical after the Termination Date; (B) Continued payment unvested portion of the Executive’s Base Salary for Stock Option by a fraction, the applicable Severance Period payable numerator of which is the number of days that have elapsed between the grant date and your termination date and the denominator of which is the number of days between the grant date and the date the Stock Option would have become fully vested, treating each separate vesting tranche of the Stock Option as a separate Stock Option award. The unvested portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on your termination date and shall be canceled by the Company. The vested portion of this Stock Option, including any portion that had previously become vested and the prorated portion that vests effective on your termination date in accordance with the Company’s standard payroll practices even though the Executive is no longer employed; above calculation may be exercised by you (Cor your legal representative or similar person) A lump sum equal to the Executive’s Target Bonus multiplied by the Severance Multiple payable on the Release Effective Date or as soon thereafter as is reasonably practicable; (D) Continuation of medical, prescription, dental and health care reimbursement benefits for the Benefits Continuation Period for the Executive and his family through the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, supplemented or substituted from time to time (“COBRA”), in accordance with the applicable plans, programs or policies of the Company, and on such terms applicable to comparably situated active employees during such period (which shall offset the Company’s COBRA obligation, if any), provided that the Executive shall continue to pay to the Company any applicable contribution amounts that the Executive would otherwise have to pay for such benefits if the Executive was still employed by the Company. Further, if the Executive fails to accept available coverage from another employer or fails to notify the Company within 30 days of Executive’s eligibility to receive coverage under another employer’s plan, the Executive’s coverage under this Section 5(c)(i)(D) shall immediately terminate and Executive shall cease to be entitled to any such benefits under this Agreement and shall be required within three (3) months after such failure to reimburse the Company for the greater of any premiums or any benefits paid after such failure. In addition, the Executive agrees that the Company may offset against or deduct from any payments due but not paid under this Section 5 in full or partial payment of such reimbursement; (E) The Company shall provide the Executive with professional outplacement services as determined in the Company’s sole discretion until the earliest of (w) six (6) months after the end of the Severance Period, (x) the date on which the Executive obtains another full-time job, (y) the date on which the Executive becomes self-employed, and (z) the date on which the Executive has received all services or benefits due under the applicable Company-sponsored outplacement program. The Company will not pay the Executive cash in lieu of professional outplacement services; (F) If the Executive is covered by any Company-sponsored executive life insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of your severance period under such Policy or, if earlier, the Severance Period. At the end expiration date of the Severance Periodterm of this Stock Option. If your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are not an eligible participant in the Executive will have thirty-one days from the last day of the Severance Period Severance/Change in Control Policy applicable to convert his life insurance coverage to an individual policy; (G) If the Executive is covered by any Company-sponsored supplemental long-term disability insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period the Executive shall be entitled to keep this policy if he continues to pay the annual premiums; and (H) Any benefits or rights to which the Executive is entitled under any members of the Company’s stock Executive Committee on the date of such termination, this Stock Option shall cease to vest, and to the extent already vested, may thereafter be exercised by you (or equity plans in accordance with your legal representative or similar person) until the terms and conditions date which is three months after such involuntary termination, or if earlier, the expiration date of those plans. (ii) If a Change of Control occurs and the Executive is already receiving severance pay and benefits under Section 5(c) term of this Agreement as a result of his Involuntary Termination without Cause not due to a Change of ControlStock Option. Notwithstanding the foregoing, the Company shall pay to the Executive in a lump sumif, within seven (7) calendar days after the Change of Control (or as soon thereafter as the payment can reasonably be determined), an amount (in lieu of future periodic payments) equal to the present value of all future cash payments due to the Executive under this Agreement using the prime commercial lending rate published by the Trustee at the time of your termination of employment, you have satisfied the Change of Control occurs. The Company applicable age or age and the Executive shall continue to be liable to each other service requirement for all of their other respective obligations under this Agreement. On the Termination Date or the last day of the month in which the Termination Date occurs (whichever applies “Retirement” under the plan terms)Plan, the Executive Committee (Austria) provisions of paragraph 5(b) above, rather than this paragraph 5(d), shall no longer be eligible applicable to participate in any Company plan, program or policy, other that those described in Section 5(c)(i) including, but not limited to, the Company’s long-term incentive plan, short-term disability plan, long-term disability plan, employee stock purchase plan, and business travel accident planthis Stock Option.

Involuntary Termination Without Cause. NOT DUE TO A CHANGE OF CONTROL. In Except to the event extent paragraph 7 applies, if your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are an eligible participant in the Severance/Change in Control Policy applicable to members of the ExecutiveCompany’s Involuntary Termination not due to a Change of Control, the Executive shall be entitled to receive the compensation listed belowCommittee, subject to his compliance with the terms of such policy, the unvested portion of this Stock Option shall vest on a prorated basis effective on your termination date. Such prorated vesting shall be calculated by multiplying the number of shares covered by the unvested portion of this Stock Option by a fraction, the numerator of which is the number of days that have elapsed between the grant date and conditions the effective date of Section 5(f) (“Additional Terms”). (i) The Company shall pay your termination of employment or provide to service and the Executive denominator of which is the following payments number of days between the grant date and benefits: (A) Any Accrued Benefits payable as soon as practical after the Termination Date; (B) Continued payment fourth anniversary of the Executive’s Base Salary for grant date. The unvested portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on your termination date and shall be canceled by the applicable Severance Period payable Company. The vested portion of this Stock Option, including any portion that had previously become vested and the prorated portion that vests effective on your termination date in accordance with the Company’s standard payroll practices even though the Executive is no longer employed; above calculation, may be exercised by you (Cor your legal representative or similar person) A lump sum equal to the Executive’s Target Bonus multiplied by the Severance Multiple payable on the Release Effective Date or as soon thereafter as is reasonably practicable; (D) Continuation of medical, prescription, dental and health care reimbursement benefits for the Benefits Continuation Period for the Executive and his family through the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, supplemented or substituted from time to time (“COBRA”), in accordance with the applicable plans, programs or policies of the Company, and on such terms applicable to comparably situated active employees during such period (which shall offset the Company’s COBRA obligation, if any), provided that the Executive shall continue to pay to the Company any applicable contribution amounts that the Executive would otherwise have to pay for such benefits if the Executive was still employed by the Company. Further, if the Executive fails to accept available coverage from another employer or fails to notify the Company within 30 days of Executive’s eligibility to receive coverage under another employer’s plan, the Executive’s coverage under this Section 5(c)(i)(D) shall immediately terminate and Executive shall cease to be entitled to any such benefits under this Agreement and shall be required within three (3) months after such failure to reimburse the Company for the greater of any premiums or any benefits paid after such failure. In addition, the Executive agrees that the Company may offset against or deduct from any payments due but not paid under this Section 5 in full or partial payment of such reimbursement; (E) The Company shall provide the Executive with professional outplacement services as determined in the Company’s sole discretion until the earliest of (w) six (6) months after the end of the Severance Period, (x) the date on which the Executive obtains another full-time job, (y) the date on which the Executive becomes self-employed, and (z) the date on which the Executive has received all services or benefits due under the applicable Company-sponsored outplacement program. The Company will not pay the Executive cash in lieu of professional outplacement services; (F) If the Executive is covered by any Company-sponsored executive life insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of your severance period under such Policy or, if earlier, the Severance Period. At the end expiration date of the Severance Periodterm of this Stock Option. If your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are not an eligible participant in the Executive will have thirty-one days from the last day of the Severance Period Severance/Change in Control Policy applicable to convert his life insurance coverage to an individual policy; (G) If the Executive is covered by any Company-sponsored supplemental long-term disability insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period the Executive shall be entitled to keep this policy if he continues to pay the annual premiums; and (H) Any benefits or rights to which the Executive is entitled under any members of the Company’s stock Executive Committee on the date of such termination, this Stock Option shall cease to vest, and to the extent already vested, may thereafter be exercised by you (or equity plans in accordance with your legal representative or similar person) until the terms and conditions date which is three months after such involuntary termination, or if earlier, the expiration date of those plans. (ii) If a Change of Control occurs and the Executive is already receiving severance pay and benefits under Section 5(c) term of this Agreement as a result of his Involuntary Termination without Cause not due to a Change of ControlStock Option. Notwithstanding the foregoing, the Company shall pay to the Executive in a lump sumif, within seven (7) calendar days after the Change of Control (or as soon thereafter as the payment can reasonably be determined), an amount (in lieu of future periodic payments) equal to the present value of all future cash payments due to the Executive under this Agreement using the prime commercial lending rate published by the Trustee at the time of your termination of employment, you have satisfied the Change of Control occurs. The Company applicable age or age and the Executive shall continue to be liable to each other service requirement for all of their other respective obligations under this Agreement. On the Termination Date or the last day of the month in which the Termination Date occurs (whichever applies “Retirement” under the plan termsPlan, the provisions of paragraph 5(b) above, rather than this paragraph 5(d), the Executive shall no longer be eligible applicable to participate in any Company plan, program or policy, other that those described in Section 5(c)(i) including, but not limited to, the Company’s long-term incentive plan, short-term disability plan, long-term disability plan, employee stock purchase plan, and business travel accident planthis Stock Option.

Involuntary Termination Without Cause. NOT DUE TO A CHANGE OF CONTROL. In Except to the event extent paragraph 7 applies, if your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are an eligible participant in the Severance/Change in Control Policy applicable to members of the ExecutiveCompany’s Involuntary Termination not due to a Change of Control, the Executive shall be entitled to receive the compensation listed belowCommittee, subject to his compliance with the terms and conditions of Section 5(f) (“Additional Terms”). (i) The Company such policy, the unvested portion of this Stock Option shall pay or provide to vest on a prorated basis effective on your termination date. Such prorated vesting shall be calculated by multiplying the Executive the following payments and benefits: (A) Any Accrued Benefits payable as soon as practical after the Termination Date; (B) Continued payment unvested portion of the Executive’s Base Salary for Stock Option by a fraction, the applicable Severance Period payable numerator of which is the number of days that have elapsed between the grant date and your termination date and the denominator of which is the number of days between the grant date and the date the Stock Option would have become fully vested, treating each separate vesting tranche of the Stock Option as a separate Stock Option award. The unvested portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on your termination date and shall be canceled by the Company. The vested portion of this Stock Option, including any portion that had previously become vested and the prorated portion that vests effective on your termination date in accordance with the Company’s standard payroll practices even though the Executive is no longer employed; above calculation, may be exercised by you (Cor your legal representative or similar person) A lump sum equal to the Executive’s Target Bonus multiplied by the Severance Multiple payable on the Release Effective Date or as soon thereafter as is reasonably practicable; (D) Continuation of medical, prescription, dental and health care reimbursement benefits for the Benefits Continuation Period for the Executive and his family through the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, supplemented or substituted from time to time (“COBRA”), in accordance with the applicable plans, programs or policies of the Company, and on such terms applicable to comparably situated active employees during such period (which shall offset the Company’s COBRA obligation, if any), provided that the Executive shall continue to pay to the Company any applicable contribution amounts that the Executive would otherwise have to pay for such benefits if the Executive was still employed by the Company. Further, if the Executive fails to accept available coverage from another employer or fails to notify the Company within 30 days of Executive’s eligibility to receive coverage under another employer’s plan, the Executive’s coverage under this Section 5(c)(i)(D) shall immediately terminate and Executive shall cease to be entitled to any such benefits under this Agreement and shall be required within three (3) months after such failure to reimburse the Company for the greater of any premiums or any benefits paid after such failure. In addition, the Executive agrees that the Company may offset against or deduct from any payments due but not paid under this Section 5 in full or partial payment of such reimbursement; (E) The Company shall provide the Executive with professional outplacement services as determined in the Company’s sole discretion until the earliest of (w) six (6) months after the end of the Severance Period, (x) the date on which the Executive obtains another full-time job, (y) the date on which the Executive becomes self-employed, and (z) the date on which the Executive has received all services or benefits due under the applicable Company-sponsored outplacement program. The Company will not pay the Executive cash in lieu of professional outplacement services; (F) If the Executive is covered by any Company-sponsored executive life insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of your severance period under such Policy or, if earlier, the Severance Period. At the end expiration date of the Severance Periodterm of this Stock Option. If your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are not an eligible participant in the Executive will have thirty-one days from the last day of the Severance Period Severance/Change in Control Policy applicable to convert his life insurance coverage to an individual policy; (G) If the Executive is covered by any Company-sponsored supplemental long-term disability insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period the Executive shall be entitled to keep this policy if he continues to pay the annual premiums; and (H) Any benefits or rights to which the Executive is entitled under any members of the Company’s stock Executive Committee on the date of such termination, this Stock Option shall cease to vest, and to the extent already vested, may thereafter be exercised by you (or equity plans in accordance with your legal representative or similar person) until the terms and conditions date which is three months after such involuntary termination, or if earlier, the expiration date of those plans. (ii) If a Change of Control occurs and the Executive is already receiving severance pay and benefits under Section 5(c) term of this Agreement as a result of his Involuntary Termination without Cause not due to a Change of ControlStock Option. Notwithstanding the foregoing, the Company shall pay to the Executive in a lump sumif, within seven (7) calendar days after the Change of Control (or as soon thereafter as the payment can reasonably be determined), an amount (in lieu of future periodic payments) equal to the present value of all future cash payments due to the Executive under this Agreement using the prime commercial lending rate published by the Trustee at the time of your termination of employment, you have satisfied the Change of Control occurs. The Company applicable age or age and the Executive shall continue to be liable to each other service requirement for all of their other respective obligations under this Agreement. On the Termination Date or the last day of the month in which the Termination Date occurs (whichever applies “Retirement” under the plan termsPlan, the provisions of paragraph 5(b) above, rather than this paragraph 5(d), the Executive shall no longer be eligible applicable to participate in any Company plan, program or policy, other that those described in Section 5(c)(i) including, but not limited to, the Company’s long-term incentive plan, short-term disability plan, long-term disability plan, employee stock purchase plan, and business travel accident planthis Stock Option.