Common use of Lump Sum Payments Clause in Contracts

Lump Sum Payments. The Company shall pay to the Executive, at the times determined below, the following amounts: (A) the Executive's Earned Salary; (B) a cash amount (the "Severance Amount") equal to three times the sum of (1) the Executive's annual rate of Base Salary as then in effect; (2) the average of the annual bonuses awarded or granted to the Executive under the Annual Variable Incentive Plan (or any successor plan thereto), and any other Annual Bonus, for the each of the three fiscal years of the Company (or, if less, the number of prior fiscal years during which Executive was an employee of the Company or an Affiliate) ended immediately prior to the Effective Date for which an annual bonus amount had been determined by the Board (or any committee thereof) prior to the Effective Date. If the Executive was employed by the Company or Affiliates (taken as a whole) for only a portion of any fiscal year included in the period for which the average referred to in the immediately preceding sentence is determined and the bonus awarded or granted for such fiscal year took into account such partial period of employment, such bonus for such fiscal year shall be annualized for purposes of calculating such average; and (3) if the Effective Date is on or prior to December 31, 2003, the average of the long-term incentive compensation amounts awarded or granted to the Executive with respect to each of the last three performance periods (or, if the Executive participated in the long-term compensation program in respect to a lesser number of such performance periods, such lesser number) ended prior to the Effective Date for which the amount awarded or granted had been determined by the Board (or any committee thereof) prior to the Effective Date; provided, however, that, the amount determined under this subclause (3) shall be reduced (but not below zero) by the "Determined Value" (as defined below) of any vested stock options, restricted stock or similar equity-based award or grant relating to the Company's common equity on the earlier to occur of the Executive's Date of Termination or the date on which a Change of Control occurs. For purposes of this Agreement, Determined Value shall mean the excess of the "Equity Value" over the price, if any, payable by the Executive in respect of such stock option or other award and Equity Value shall be determined to be (x) in the case of a Change of Control occurring by reason of a merger, recapitalization or similar transaction or as a result of a tender offer, the value received by the Company's equity holders in such transaction or the price paid in such tender offer (with the value of any non-cash consideration to be determined in good faith by the Compensation Committee of the Board as constituted immediately prior to the Effective Date) and (y) in the case of any other Change of Control or where the date as of which such Determined Value is measured is the Executive's Date of Termination, the average of the high and low reported sales prices of such equity on the principal securities market on which such equity is traded on the relevant date; and

Lump Sum Payments. The Company Subject to the provisions of Section 9 hereof, if during the Employment Period the Corporation terminates the Executive’s employment other than for Cause or Disability, or the Executive terminates his employment for Good Reason, the Corporation shall pay to the Executive, at Executive in a lump sum in cash within 15 days after the times determined below, Date of Termination the aggregate of the following amounts: (A) if not therefore paid, the Executive's Earned Salary’s Base Salary through the Date of Termination; (B) a cash amount (the "Severance Amount") equal to three two times the sum of (1) the The Executive's ’s annual rate of Base Salary as then at the rate specified in effect;Section 5(d)(i)(A); and (2) The Average MIC Payment as defined in Section 5(b). (C) a cash amount equal to the average present value of the annual bonuses awarded incremental retirement benefits (including, without limitation, any pension, retiree life or granted retiree medical benefits) that would have been payable or available to the Executive under any Qualified Plan, or under any supplemental retirement, life or medical plan or arrangement, whether or not qualified, maintained by the Annual Variable Incentive Plan (Corporation or any successor plan thereto), a Subsidiary based on the age and any other Annual Bonus, for service the each Executive would have attained or completed had the Executive continued in the Corporation’s employ until the expiration of the three fiscal years Employment Period, determined using, where compensation at the Date of Termination, with such present value being calculated using the Company Discount Rate (or, if less, the number of prior fiscal years during which Executive was an employee of the Company or an Affiliate) ended immediately prior to the Effective Date for which an annual bonus amount had been determined by the Board (or any committee thereof) prior to the Effective Date. If the Executive was employed by the Company or Affiliates (taken as a whole) for only a portion of any fiscal year included in the period for which the average referred to in the immediately preceding sentence is determined and the bonus awarded or granted for such fiscal year took into account such partial period of employment, such bonus for such fiscal year shall be annualized for purposes of calculating such average; and (3) if the Effective Date is on or prior to December 31, 2003, the average of the long-term incentive compensation amounts awarded or granted to the Executive with respect to each of the last three performance periods (or, if the Executive participated in the long-term compensation program in respect to a lesser number of such performance periods, such lesser number) ended prior to the Effective Date for which the amount awarded or granted had been determined by the Board (or any committee thereof) prior to the Effective Datedefined below); provided, however, thatthat in lieu of any cash payment in respect of retirees life or medical coverage for which the Executive would have qualified by remaining in the Corporation’s employ until the expiration of the Employment Period, the amount determined under this subclause Corporation may arrange for such coverage to continue for the executive (3or may secure equivalent conversion coverage) and shall be reduced (but not below zero) by pay the "Determined Value" (as defined below) cost of any vested stock options, restricted stock or similar equity-based award or grant relating to the Company's common equity on the earlier to occur of the Executive's Date of Termination or the date on which a Change of Control occurssuch coverage. For purposes of this Agreement, Determined Value the Discount Rate shall mean the excess of the "Equity Value" over the price, if any, payable by the Executive in respect of such stock option or other award and Equity Value shall be determined to be (x) in the case of a Change of Control occurring by reason of a merger, recapitalization or similar transaction or as a result of a tender offer, the value received by the Company's equity holders in such transaction or the price paid in such tender offer (with the value of any non-cash consideration to be determined in good faith by the Compensation Committee of the Board as constituted immediately prior to the Effective Date) and (y) in the case of any other Change of Control or where the date as of which such Determined Value is measured is the Executive's Date of Termination, the average of the rate payable on U.S. Treasury notes having a term of one year and the rate payable on high and low quality corporate bonds having a term of not more than 10 years as reported sales prices of such equity on the principal securities market on Xxxxxxx Xxxxx Xxxx indexes (or other comparable indexes); (D) a cash amount equal to the present value (determined using the Discount Rate) of any supplemental retirement benefits with respect to which such equity is traded on the relevant dateExecutive had not become vested prior to the Date of Termination; and (E) a cash amount equal to any amounts (other than amounts payable to Executive under any Qualified Plans) described in Sections 7(a)(ii) and (iii).

Lump Sum Payments. The Company Subject to the provisions of Section 9 hereof, if during the Employment Period the Corporation terminates the Executive’s employment other than for Cause or Disability, or the Executive terminates his employment for Good Reason, the Corporation shall pay to the Executive, at Executive in a lump sum in cash within 15 days after the times determined below, Date of Termination the aggregate of the following amounts: (A) if not therefore paid, the Executive's Earned Salary’s Base Salary through the Date of Termination; (B) a cash amount (the "Severance Amount") equal to three two times the sum of (1) the Executive's ’s annual rate of Base Salary as then at the rate specified in effect;Section 5(d)(i)(A); and (2) the average Average MIC Payment as defined in Section 5(b). (C) a cash amount equal to the present value of the annual bonuses awarded incremental retirement benefits (including, without limitation, any pension, retiree life or granted retiree medical benefits) that would have been payable or available to the Executive under any Qualified Plan, or under any supplemental retirement, life or medical plan or arrangement, whether or not qualified, maintained by the Annual Variable Incentive Plan (Corporation or any successor plan thereto), a Subsidiary based on the age and any other Annual Bonus, for service the each Executive would have attained or completed had the Executive continued in the Corporation’s employ until the expiration of the three fiscal years Employment Period, determined using, where compensation at the Date of Termination, with such present value being calculated using the Company Discount Rate (or, if less, the number of prior fiscal years during which Executive was an employee of the Company or an Affiliate) ended immediately prior to the Effective Date for which an annual bonus amount had been determined by the Board (or any committee thereof) prior to the Effective Date. If the Executive was employed by the Company or Affiliates (taken as a whole) for only a portion of any fiscal year included in the period for which the average referred to in the immediately preceding sentence is determined and the bonus awarded or granted for such fiscal year took into account such partial period of employment, such bonus for such fiscal year shall be annualized for purposes of calculating such average; and (3) if the Effective Date is on or prior to December 31, 2003, the average of the long-term incentive compensation amounts awarded or granted to the Executive with respect to each of the last three performance periods (or, if the Executive participated in the long-term compensation program in respect to a lesser number of such performance periods, such lesser number) ended prior to the Effective Date for which the amount awarded or granted had been determined by the Board (or any committee thereof) prior to the Effective Datedefined below); provided, however, thatthat in lieu of any cash payment in respect of retirees life or medical coverage for which the Executive would have qualified by remaining in the Corporation’s employ until the expiration of the Employment Period, the amount determined under this subclause Corporation may arrange for such coverage to continue for the Executive (3or may secure equivalent conversion coverage) and shall be reduced (but not below zero) by pay the "Determined Value" (as defined below) cost of any vested stock options, restricted stock or similar equity-based award or grant relating to the Company's common equity on the earlier to occur of the Executive's Date of Termination or the date on which a Change of Control occurssuch coverage. For purposes of this Agreement, Determined Value the Discount Rate shall mean the excess of the "Equity Value" over the price, if any, payable by the Executive in respect of such stock option or other award and Equity Value shall be determined to be (x) in the case of a Change of Control occurring by reason of a merger, recapitalization or similar transaction or as a result of a tender offer, the value received by the Company's equity holders in such transaction or the price paid in such tender offer (with the value of any non-cash consideration to be determined in good faith by the Compensation Committee of the Board as constituted immediately prior to the Effective Date) and (y) in the case of any other Change of Control or where the date as of which such Determined Value is measured is the Executive's Date of Termination, the average of the rate payable on U.S. Treasury notes having a term of one year and the rate payable on high and low quality corporate bonds having a term of not more than 10 years as reported sales prices of such equity on the principal securities market on Xxxxxxx Xxxxx Xxxx Indexes (or other comparable indexes); (D) a cash amount equal to the present value (determined using the Discount Rate) of any supplemental retirement benefits with respect to which such equity is traded on the relevant dateExecutive had not become vested prior to the Date of Termination; and (E) a cash amount equal to any amounts (other than amounts payable to Executive under any Qualified Plans) described in Sections 7(a)(ii) and (iii).

Lump Sum Payments. The If either (a) the Company terminates Executive’s employment other than for Cause on or prior to the second anniversary of the Effective Date (the “Protection Period”) or (b) Executive terminates employment for Good Reason at any time during the Protection Period, then the Company shall pay to the Executive, at the times determined below, Executive the following amounts: (A) the Executive's Executives Earned Salary; (B) a A cash amount (the "“Severance Amount"”) equal to three (3) times the sum of (1) the Executive's ’s annual rate of Base Salary as then in effect;m effect immediately following the Effective Date; and (2) the greater of (i) the average of the annual bonuses awarded or granted bonus amount payable (including any amounts payable under the AIP)to Executive (including any amounts the receipt of which Executive elected to defer) with respect to the three fiscal years of the Company, as applicable (or, if fewer, the number of such fiscal years in which Executive was an employee of the Company or its affiliates) immediately before the Effective Date (including, for this purpose, any AIP Payout (as defined in Section 6(c)(i)(C)) or (ii) the average of the bonus amount payable (including any amounts payable under the Annual Variable Incentive Plan AIP) to Executive (or including any successor plan thereto), and any other Annual Bonus, for amounts the each receipt of which Executive elected to defer) with respect to the three fiscal years of the Company (or, if lessfewer, the number of prior such fiscal years during in which Executive was an employee of the Company or an Affiliateits affiliates) ended immediately prior to before the Effective Date (including, for which an annual bonus amount had been determined by the Board (or this purpose, any committee thereof) prior to the Effective Date. If the Executive was employed by the Company or Affiliates (taken as a whole) for only a portion of any fiscal year included in the period for which the average referred to in the immediately preceding sentence is determined and the bonus awarded or granted for such fiscal year took into account such partial period of employment, such bonus for such fiscal year shall be annualized for purposes of calculating such averageAIP Payout); and (3) if the amount determined by dividing (i) the sum of the Grant Values (as defined below) for the Regular Grants (as defined below) made in the calendar year in which the Effective Date is on or prior to December 31, 2003, occurred and in the average of the long-term incentive compensation amounts awarded or granted to the Executive with respect to each of the last three performance periods previous two calendar years (or, if the Effective Date occurred in a calendar year in which Executive participated and other similarly-situated senior executives have not received a Regular Grant, the Regular Grants made in the three calendar years preceding the calendar year in which the Effective Date occurred); provided that any calendar year in which Executive was not an employee of the Company or its affiliates shall be disregarded, by (ii) the number of calendar years taken into account pursuant to clause (i) above. A Regular Grant shall mean any grant or award of performance shares, stock appreciation rights, restricted stock, stock options, or other long-term compensation program in respect to a lesser number of such performance periods, such lesser number) ended prior to the Effective Date for which the amount awarded stock-based incentives; provided that any “special” or granted had been “one time” grant or award (as determined by the Board Committee) shall not be deemed a Regular Grant. The Grant Value of any Regular Grant means (a) the value of each such Regular Grant as of the date of grant (as determined or any committee thereofapproved by the Committee), or (b) prior to if no such value has been established by the Committee, the value of each such Regular Grant as of the date of grant as determined by application of the Black-Scholes pricing model or such valuation methodology as may have been regularly used by the Company or its independent compensation consultant before the Effective Date; provided, however, that, . (C) if Executive has an annual cash bonus opportunity (including a cash bonus opportunity under the amount determined under this subclause (3AIP) shall be reduced (but not below zero) by the "Determined Value" (outstanding and unpaid as defined below) of any vested stock options, restricted stock or similar equity-based award or grant relating to the Company's common equity on the earlier to occur of the Executive's Date of Termination or the date on which a Change of Control occurs. For purposes of this Agreement, Determined Value shall mean the excess of the "Equity Value" over the price, if any, payable by the Executive in respect of such stock option or other award and Equity Value shall be determined to be (x) in the case of a Change of Control occurring by reason of a merger, recapitalization or similar transaction or as a result of a tender offer, the value received by the Company's equity holders in such transaction or the price paid in such tender offer (with the value of any non-cash consideration to be determined in good faith by the Compensation Committee of the Board as constituted immediately prior to the Effective Date) and (y) in the case of any other Change of Control or where the date as of which such Determined Value is measured is the Executive's Date of Termination, a cash payment (the average “AIP Payout”) equal to (1) if the Date of Termination is before December 31 of the high fiscal year of the Company to which such bonus opportunity relates, an amount equal to Executive’s target bonus opportunity under such bonus plan for such fiscal year, and low reported sales prices (2) if the Date of Termination is on or after December 31 of the fiscal year of the Company to which such bonus opportunity relates, an amount equal to the amount Executive would have received under such bonus plan for such fiscal year based on actual achievement of the performance goals with respect thereto (assuming, for this purpose, that all subjective performance measures are achieved at a level equal to the greater of the level determined by the Company pursuant to the terms of such equity on bonus plan and 100%). Payment of the principal securities market on which such equity is traded on AIP Payout shall be in lieu of payment of any annual cash bonus opportunity otherwise due and payable with respect to the relevant date; andfiscal year of the Company referred to in this Section 6(c)(i)(C).

Lump Sum Payments. The If either (a) the Company terminates Executive’s employment other than for Cause during the Employment Period or (b) Executive terminates employment for Good Reason at any time during the Employment Period, then the Company shall pay to the Executive, at the times determined below, Executive the following amounts: (A) the Executive's ’s Earned Salary; (B) a cash amount (the "“Severance Amount"”) equal to three (3) times the sum of (1) the Executive's ’s annual rate of Base Salary as then in effect;Salary; and (2) the greater of (i) the average of the annual bonuses awarded or granted to the Executive bonus amount payable (including any amounts payable under the Annual Variable Incentive Plan AIP) to Executive (or including any successor plan thereto), and any other Annual Bonus, for amounts the each receipt of which Executive elected to defer) with respect to the three fiscal years of the Company (or, if lessfewer, the number of prior such fiscal years during in which Executive was an employee of the Company or an Affiliateits affiliates) ended immediately prior before the Change in Control (including, for this purpose, any AIP Payout (as defined in Section 7(c)(i)(C)) or (ii) the average of the bonus amount payable (including any amounts payable under the AIP) to Executive (including any amounts the receipt of which Executive elected to defer) with respect to the Effective Date for three fiscal years of the Company (or, if fewer, the number of such fiscal years in which an annual bonus amount had been determined by the Board (or any committee thereof) prior to the Effective Date. If the Executive was employed by an employee of the Company or Affiliates its affiliates) immediately before the Date of Termination (taken as a whole) including, for only a portion of this purpose, any fiscal year included in the period for which the average referred to in the immediately preceding sentence is determined and the bonus awarded or granted for such fiscal year took into account such partial period of employment, such bonus for such fiscal year shall be annualized for purposes of calculating such averageAIP Payout); and (3) if the Effective Date is on or prior to December 31, 2003, amount determined by dividing (i) the average sum of the long-term incentive compensation amounts awarded or granted to Grant Values (as defined below) for the Executive with respect to each Regular Grants (as defined below) made in the calendar year in which the Change of Control occurred and in the last three performance periods previous two calendar years (or, if the Change of Control occurred in a calendar year in which Executive participated and other similarly-situated senior executives have not received a Regular Grant, the Regular Grants made in the three calendar years preceding the calendar year in which the Change of Control occurred); provided that any calendar year in which Executive was not an employee of the Company or its affiliates shall be disregarded, by (ii) the number of calendar years taken into account pursuant to clause (i) above. A Regular Grant shall mean any grant or award of performance shares, stock appreciation rights, restricted stock, stock options or other long-term compensation program in respect to a lesser number of such performance periods, such lesser number) ended prior to the Effective Date for which the amount awarded stock-based incentives; provided that any “special” or granted had been “one-time” grant or award (as determined by the Board (or any committee thereof) prior to the Effective Date; provided, however, that, the amount determined under this subclause (3Committee) shall not be reduced deemed a Regular Grant. The Grant Value of any Regular Grant means (but not below zeroa) the value of each such Regular Grant as of the date of grant (as determined or approved by the "Determined Value" Committee), or (as defined belowb) of any vested stock options, restricted stock or similar equity-based award or grant relating to the Company's common equity on the earlier to occur of the Executive's Date of Termination or the date on which a Change of Control occurs. For purposes of this Agreement, Determined Value shall mean the excess of the "Equity Value" over the price, if any, payable no such value has been established by the Executive in respect of such stock option or other award and Equity Value shall be determined to be (x) in the case of a Change of Control occurring by reason of a merger, recapitalization or similar transaction or as a result of a tender offerCommittee, the value received of each such Regular Grant as of the date of grant as determined by application of the Black-Scholes pricing model or such valuation methodology as may have been regularly used by the Company's equity holders Company or its independent compensation consultant before the Change of Control. Notwithstanding the foregoing, (a) the Grant Value of Executive’s Regular Grants in such transaction or 2006 shall be $ ; (b) the price paid Grant Value of Executive’s Regular Grants in such tender offer 2007 shall be $ ; and (with c) the value Grant Value of any non-Executive’s Regular Grants in 2008 shall be $ . (C) if Executive has an annual cash consideration to be determined in good faith by bonus opportunity (including a cash bonus opportunity under the Compensation Committee AIP) outstanding and unpaid as of the Board as constituted immediately prior to the Effective Date) and (y) in the case of any other Change of Control or where the date as of which such Determined Value is measured is the Executive's Date of Termination, a cash payment (the average “AIP Payout”) equal to (1) if the Date of Termination is before December 31 of the high fiscal year of the Company to which such bonus opportunity relates, an amount equal to Executive’s target bonus opportunity under such bonus plan for such fiscal year, and low reported sales prices (2) if the Date of Termination is on or after December 31 of the fiscal year of the Company to which such bonus opportunity relates, an amount equal to the amount Executive would have received under such bonus plan for such fiscal year based on actual achievement of the performance goals with respect thereto (assuming, for this purpose, that all subjective performance measures are achieved at a level equal to the greater of the level determined by the Company pursuant to the terms of such equity on bonus plan and 100%). Payment of the principal securities market on AIP Payout shall be in lieu of payment of any annual cash bonus opportunity otherwise due and payable with respect to the fiscal year of the Company referred to in this Section 7(c)(i)(C). (D) the Accrued Obligations. Subject to Section 7(f), the Earned Salary and Severance Amount shall be paid in cash in a single lump sum as soon as practicable, but in no event more than 10 business days (or such earlier date required by law), following the Date of Termination. Subject to Section 7(f), the AIP Payout shall be paid in cash in a single lump sum (a) if payable under Section 7(c)(i)(C)(1), as soon as practicable, but in no event more than 10 business days (or such earlier date required by law), following the Date of Termination, and (b) if payable under Section 7(c)(i)(C)(2), as soon as practicable, but in no event later than the earlier of (i) 30 business days (or such earlier date required by law) following the Date of Termination and (ii) March 15 of the year following the calendar year for which such equity the AIP Payout is traded on payable. Accrued Obligations shall be paid in accordance with the relevant date; andterms of the applicable plan, policy, program or arrangement.

Lump Sum Payments. The If (x) the Company terminates the Executive's employment other than for Cause during the Employment Period, (y) the Executive terminates his employment at any time during the Employment Period for Good Reason or (z) the Executive terminates his employment with or without Good Reason during the Special Window Period, the Company shall pay to the Executive, at the times determined below, the following amounts: (A) the Executive's Earned Salary; (B) a cash amount (the "Severance Amount") equal to three times the sum of (1) three times the Executive's annual rate of Base Salary as then in effect; (2) three times the average of the annual bonuses awarded or granted payable to the Executive under the Annual Variable Incentive Plan (or any successor plan thereto), and any other Annual Bonus, ) for the each of the three fiscal years of the Company (or, if less, the number of prior fiscal years during which Executive was an employee of the Company or an Affiliate) ended immediately prior to the Effective Date for which an annual bonus amount had been determined by the Board (or any committee thereof) prior to the Effective Date. If the Executive was employed by the Company or Affiliates (taken as a whole) for only a portion of any fiscal year included in the period for which the average referred to in the immediately preceding sentence is determined and the bonus awarded or granted payable for such fiscal year took into account such partial period of employment, such bonus for such fiscal year shall be annualized for purposes of calculating such average; and (3) if the Effective Date is on or prior to December 31, 2003, three times the average of the long-term incentive compensation amounts awarded or granted payable to the Executive with respect to each of the last three performance periods (or, if the Executive participated in the long-term compensation program in respect to a lesser number of such performance periods, such lesser number) ended prior to the Effective Date for which the amount awarded or granted payable had been determined by the Board (or any committee thereof) prior to the Effective Date; provided, however, that, the amount determined under this subclause (3) shall be reduced (but not below zero) by the "Determined Value" (as defined below) of any vested stock options, restricted stock or similar equity-based award or grant relating to the Company's common equity on the earlier to occur of the Executive's Date of Termination or the date on which a Change of Control occurs. For purposes of this Agreement, Determined Value shall mean the excess of the "Equity Value" over the price, if any, payable by the Executive in respect of such stock option or other award and Equity Value shall be determined to be (x) in the case of a Change of Control occurring by reason of a merger, recapitalization or similar transaction or as a result of a tender offer, the value received by the Company's equity holders in such transaction or the price paid in such tender offer (with the value of any non-cash consideration to be determined in good faith by the Compensation Committee of the Board as constituted immediately prior to the Effective Date) and (y) in the case of any other Change of Control or where the date as of which such Determined Value is measured is the Executive's Date of Termination, the average of the high and low reported sales prices of such equity on the principal securities market on which such equity is traded on the relevant date; andEffective

Lump Sum Payments. The If, during the Employment Period, the Company terminates the Executive's employment other than for Cause, or following a Change of Control the Executive terminates his employment for Good Reason, the Company shall pay to the Executive, at the times determined below, Executive the following amounts: : (A) the Executive's Earned Salary; ; (B) a cash amount (the "Severance Amount") equal to three two times the sum of of (1) the Executive's annual rate of Base Salary as then in effect; Salary; and (2) the higher of (x) the Minimum Bonus Amount and (y) the average of the annual bonuses awarded or granted payable to the Executive under the Annual Variable Incentive Plan (or any successor plan thereto), and any other Annual Bonus, for the each of the three fiscal years of the Company (or, if less, the number of prior fiscal years during which Executive was an employee of the Company or an Affiliate) ended ending immediately prior to the Effective Date for which an annual bonus of Termination; (C) a cash amount had been determined by (the Board (or any committee thereof"Incremental Retirement Benefit") prior equal to the Effective Date. If present value, calculated using a discount rate equal to the Executive was employed by the Company or Affiliates (taken then prevailing applicable Federal rate as a wholedetermined under Section 1274(d) for only a portion of any fiscal year included in the period for which the average referred to in the immediately preceding sentence is determined and the bonus awarded or granted for such fiscal year took into account such partial period of employment, such bonus for such fiscal year shall be annualized for purposes of calculating such average; and (3) if the Effective Date is on or prior to December 31, 2003, the average of the long-term incentive compensation amounts awarded Code, of the additional retirement benefits (including, without limitation, any pension, retiree life or granted retiree medical benefits) that would have been payable or available to the Executive with respect to each under any employee benefit plan qualified (a "Qualified Plan") under Section 401(a) of the last three performance periods Internal Revenue Code of 1986, as amended (orthe "Code") and under the SRP, if based on (x) the age and service the Executive participated would have attained or completed had the Executive continued in the long-term compensation program in respect to a lesser number of such performance periods, such lesser number) ended prior to the Effective Date for which the amount awarded or granted had been determined by the Board (or any committee thereof) prior to the Effective Date; provided, however, that, the amount determined under this subclause (3) shall be reduced (but not below zero) by the "Determined Value" (as defined below) of any vested stock options, restricted stock or similar equity-based award or grant relating to the Company's common equity on employ until the earlier to occur expiration of the Executive's Date of Termination or the date on which a Change of Control occurs. For purposes of this AgreementEmployment Period, Determined Value shall mean the excess of the "Equity Value" over the price, if any, payable by the Executive in respect of such stock option or other award and Equity Value shall be determined to be (x) in the case of a Change of Control occurring by reason of a merger, recapitalization or similar transaction or as a result of a tender offer, the value received by the Company's equity holders in such transaction or the price paid in such tender offer (with the value of any non-cash consideration to be determined in good faith by the Compensation Committee of the Board as constituted immediately prior to the Effective Date) and (y) in where applicable, the case of any other Change of Control or IC Accrual Rate, and (z) where compensation is a relevant factor, his pensionable compensation at the date as of which such Determined Value is measured is the Executive's Date of Termination; (D) the Pro-Rated Bonus; (E) the Pro-Rated Long Term Incentive; (F) the Additional IC Retirement Benefit; (G) the Accrued Obligations. Any Earned Salary, Severance Amount, Incremental Retirement Benefit, Pro-Rated Bonus and Pro-Rated Long Term Incentive shall be paid in cash in a single lump sum as soon as practicable, but in no event more than 30 days (or at such earlier date required by law), following the average Date of Termination. Accrued Obligations shall be paid in accordance with the terms of the high and low reported sales prices applicable plan, program or arrangement. The Additional IC Retirement Benefit shall be payable in accordance with the terms of such equity on the principal securities market on which such equity is traded on the relevant date; andSRP.

Lump Sum Payments. The If either (a) the Company terminates Executive’s employment other than for Cause during the Employment Period or (b) Executive terminates employment for Good Reason at any time during the Employment Period, then the Company shall pay to the Executive, at the times determined below, Executive the following amounts: (A) the Executive's ’s Earned Salary; (B) a cash amount (the "“Severance Amount"”) equal to three (3) times the sum of (1) the Executive's ’s annual rate of Base Salary as then in effect;Salary; and (2) the greater of (i) the average of the annual bonuses awarded or granted to the Executive bonus amount payable (including any amounts payable under the Annual Variable Incentive Plan AIP) to Executive (or including any successor plan thereto), and any other Annual Bonus, for amounts the each receipt of which Executive elected to defer) with respect to the three fiscal years of the Company (or, if lessfewer, the number of prior such fiscal years during in which Executive was an employee of the Company or an Affiliateits affiliates) ended immediately prior before the Change in Control (including, for this purpose, any AIP Payout (as defined in Section 7(c)(i)(C)) or (ii) the average of the bonus amount payable (including any amounts payable under the AIP) to Executive (including any amounts the receipt of which Executive elected to defer) with respect to the Effective Date for three fiscal years of the Company (or, if fewer, the number of such fiscal years in which an annual bonus amount had been determined by the Board (or any committee thereof) prior to the Effective Date. If the Executive was employed by an employee of the Company or Affiliates its affiliates) immediately before the Date of Termination (taken as a whole) including, for only a portion of this purpose, any fiscal year included in the period for which the average referred to in the immediately preceding sentence is determined and the bonus awarded or granted for such fiscal year took into account such partial period of employment, such bonus for such fiscal year shall be annualized for purposes of calculating such averageAIP Payout); and (3) if the Effective Date is on or prior to December 31, 2003, amount determined by dividing (i) the average sum of the long-term incentive compensation amounts awarded or granted to Grant Values (as defined below) for the Executive with respect to each Regular Grants (as defined below) made in the calendar year in which the Change of Control occurred and in the last three performance periods previous two calendar years (or, if the Change of Control occurred in a calendar year in which Executive participated and other similarly-situated senior executives have not received a Regular Grant, the Regular Grants made in the three calendar years preceding the calendar year in which the Change of Control occurred); provided that any calendar year in which Executive was not an employee of the Company or its affiliates shall be disregarded, by (ii) the number of calendar years taken into account pursuant to clause (i) above. A Regular Grant shall mean any grant or award of performance shares, stock appreciation rights, restricted stock, stock options or other long-term compensation program in respect to a lesser number of such performance periods, such lesser number) ended prior to the Effective Date for which the amount awarded stock-based incentives; provided that any “special” or granted had been “one-time” grant or award (as determined by the Board (or any committee thereof) prior to the Effective Date; provided, however, that, the amount determined under this subclause (3Committee) shall not be reduced deemed a Regular Grant. The Grant Value of any Regular Grant means (but not below zeroa) the value of each such Regular Grant as of the date of grant (as determined or approved by the "Determined Value" Committee), or (as defined belowb) of any vested stock options, restricted stock or similar equity-based award or grant relating to the Company's common equity on the earlier to occur of the Executive's Date of Termination or the date on which a Change of Control occurs. For purposes of this Agreement, Determined Value shall mean the excess of the "Equity Value" over the price, if any, payable no such value has been established by the Executive in respect of such stock option or other award and Equity Value shall be determined to be (x) in the case of a Change of Control occurring by reason of a merger, recapitalization or similar transaction or as a result of a tender offerCommittee, the value received of each such Regular Grant as of the date of grant as determined by application of the Black-Scholes pricing model or such valuation methodology as may have been regularly used by the Company's equity holders Company or its independent compensation consultant before the Change of Control. Notwithstanding the foregoing, (a) the Grant Value of Executive’s Regular Grants in such transaction or 2002 shall be $______; (b) the price paid Grant Value of Executive’s Regular Grants in such tender offer 2003 shall be $______; and (with c) the value Grant Value of any non-Executive’s Regular Grants in 2004 shall be $______. (C) if Executive has an annual cash consideration to be determined in good faith by bonus opportunity (including a cash bonus opportunity under the Compensation Committee AIP) outstanding and unpaid as of the Board as constituted immediately prior to the Effective Date) and (y) in the case of any other Change of Control or where the date as of which such Determined Value is measured is the Executive's Date of Termination, a cash payment (the average “AIP Payout”) equal to (1) if the Date of Termination is before December 31 of the high fiscal year of the Company to which such bonus opportunity relates, an amount equal to Executive’s target bonus opportunity under such bonus plan for such fiscal year, and low reported sales prices (2) if the Date of Termination is on or after December 31 of the fiscal year of the Company to which such bonus opportunity relates, an amount equal to the amount Executive would have received under such bonus plan for such fiscal year based on actual achievement of the performance goals with respect thereto (assuming, for this purpose, that all subjective performance measures are achieved at a level equal to the greater of the level determined by the Company pursuant to the terms of such equity on bonus plan and 100%). Payment of the principal securities market on which AIP Payout shall be in lieu of payment of any annual cash bonus opportunity otherwise due and payable with respect to the fiscal year of the Company referred to in this Section 7(c)(i)(C). (D) the Accrued Obligations. The Earned Salary and Severance Amount shall be paid in cash in a single lump sum as soon as practicable, but in no event more than 10 business days (or such equity is traded on earlier date required by law), following the relevant date; andDate of Termination. The AIP Payout shall be paid in cash in a single lump sum (a) if payable under Section 7(c)(i)(C)(1), as soon as practicable, but in no event more than 10 business days (or such earlier date required by law), following the Date of Termination, and (b) if payable under Section 7(c)(i)(C)(2), as soon as practicable, but in no event more than 30 business days (or such earlier date required by law), following the Date of Termination. Accrued Obligations shall be paid in accordance with the terms of the applicable plan, policy, program or arrangement.

Lump Sum Payments. The If either (a) the Company terminates Executive’s employment other than for Cause on or prior to the second anniversary of the Effective Date (the “Protection Period”) or (b) Executive terminates employment for Good Reason at any time during the Protection Period, then the Company shall pay to the Executive, at the times determined below, Executive the following amounts: (A) the Executive's ’s Earned Salary; (B) a cash amount (the "“Severance Amount"”) equal to three (3) times the sum of (1) the Executive's ’s annual rate of Base Salary as then in effect;effect immediately following the Effective Date; and (2) the greater of (i) the average of the annual bonuses awarded or granted bonus amount payable (including any amounts payable under the AIP)to Executive (including any amounts the receipt of which Executive elected to defer) with respect to the three fiscal years of the Company, as applicable (or, if fewer, the number of such fiscal years in which Executive was an employee of the Company or its affiliates) immediately before the Effective Date (including, for this purpose, any AIP Payout (as defined in Section 6(c)(i)(C)) or (ii) the average of the bonus amount payable (including any amounts payable under the Annual Variable Incentive Plan AIP) to Executive (or including any successor plan thereto), and any other Annual Bonus, for amounts the each receipt of which Executive elected to defer) with respect to the three fiscal years of the Company (or, if lessfewer, the number of prior such fiscal years during in which Executive was an employee of the Company or an Affiliateits affiliates) ended immediately prior to before the Effective Date (including, for which an annual bonus amount had been determined by the Board (or this purpose, any committee thereof) prior to the Effective Date. If the Executive was employed by the Company or Affiliates (taken as a whole) for only a portion of any fiscal year included in the period for which the average referred to in the immediately preceding sentence is determined and the bonus awarded or granted for such fiscal year took into account such partial period of employment, such bonus for such fiscal year shall be annualized for purposes of calculating such averageAIP Payout); and (3) if the amount determined by dividing (i) the sum of the Grant Values (as defined below) for the Regular Grants (as defined below) made in the calendar year in which the Effective Date is on or prior to December 31, 2003, occurred and in the average of the long-term incentive compensation amounts awarded or granted to the Executive with respect to each of the last three performance periods previous two calendar years (or, if the Effective Date occurred in a calendar year in which Executive participated and other similarly-situated senior executives have not received a Regular Grant, the Regular Grants made in the three calendar years preceding the calendar year in which the Effective Date occurred); provided that any calendar year in which Executive was not an employee of the Company or its affiliates shall be disregarded, by (ii) the number of calendar years taken into account pursuant to clause (i) above. A Regular Grant shall mean any grant or award of performance shares, stock appreciation rights, restricted stock, stock options, or other long-term compensation program in respect to a lesser number of such performance periods, such lesser number) ended prior to the Effective Date for which the amount awarded stock-based incentives; provided that any “special” or granted had been “one time” grant or award (as determined by the Board Committee) shall not be deemed a Regular Grant. The Grant Value of any Regular Grant means (a) the value of each such Regular Grant as of the date of grant (as determined or any committee thereofapproved by the Committee), or (b) prior to if no such value has been established by the Committee, the value of each such Regular Grant as of the date of grant as determined by application of the Black-Scholes pricing model or such valuation methodology as may have been regularly used by the Company or its independent compensation consultant before the Effective Date; provided, however, that, less (4) the amount determined under this subclause (3) shall be reduced (but not below zero) by the "Determined Value" (as defined below) of any vested stock options, restricted stock or similar equity-based award or grant relating portion of the Retention Bonus paid to Executive prior to the Company's common equity on the earlier to occur of the Executive's Date of Termination or payable to the date on which Executive under Section 4(f)(ii)(A). (C) if Executive has an annual cash bonus opportunity (including a Change of Control occurs. For purposes of this Agreement, Determined Value shall mean cash bonus opportunity under the excess AIP) outstanding and unpaid as of the "Equity Value" over the price, if any, payable by the Executive in respect of such stock option or other award and Equity Value shall be determined to be (x) in the case of a Change of Control occurring by reason of a merger, recapitalization or similar transaction or as a result of a tender offer, the value received by the Company's equity holders in such transaction or the price paid in such tender offer (with the value of any non-cash consideration to be determined in good faith by the Compensation Committee of the Board as constituted immediately prior to the Effective Date) and (y) in the case of any other Change of Control or where the date as of which such Determined Value is measured is the Executive's Date of Termination, a cash payment (the average “AIP Payout”) equal to (1) if the Date of Termination is before December 31 of the high fiscal year of the Company to which such bonus opportunity relates, an amount equal to Executive’s target bonus opportunity under such bonus plan for such fiscal year, and low reported sales prices (2) if the Date of Termination is on or after December 31 of the fiscal year of the Company to which such bonus opportunity relates, an amount equal to the amount Executive would have received under such bonus plan for such fiscal year based on actual achievement of the performance goals with respect thereto (assuming, for this purpose, that all subjective performance measures are achieved at a level equal to the greater of the level determined by the Company pursuant to the terms of such equity on bonus plan and 100%). Payment of the principal securities market on which such equity is traded on AIP Payout shall be in lieu of payment of any annual cash bonus opportunity otherwise due and payable with respect to the relevant date; andfiscal year of the Company referred to in this Section 6(c)(i)(C).

Lump Sum Payments. The If either (a) the Company terminates Executive’s employment other than for Cause on or prior to the second anniversary of the Effective Date (the “Protection Period”) or (b) Executive terminates employment for Good Reason at any time during the Protection Period, then the Company shall pay to the Executive, at the times determined below, Executive the following amounts: (A) the Executive's ’s Earned Salary; (B) a cash amount (the "“Severance Amount"”) equal to three two (2) times the sum of (1) the Executive's ’s annual rate of Base Salary as then in effect;effect immediately following the Effective Date; and (2) the greater of (i) the average of the annual bonuses awarded or granted bonus amount payable (including any amounts payable under the AIP)to Executive (including any amounts the receipt of which Executive elected to defer) with respect to the three fiscal years of the Company, as applicable (or, if fewer, the number of such fiscal years in which Executive was an employee of the Company or its affiliates) immediately before the Effective Date (including, for this purpose, any AIP Payout (as defined in Section 6(c)(i)(C)) or (ii) the average of the bonus amount payable (including any amounts payable under the Annual Variable Incentive Plan AIP) to Executive (or including any successor plan thereto), and any other Annual Bonus, for amounts the each receipt of which Executive elected to defer) with respect to the three fiscal years of the Company (or, if lessfewer, the number of prior such fiscal years during in which Executive was an employee of the Company or an Affiliateits affiliates) ended immediately before the Effective Date (including, for this purpose, any AIP Payout); less (3) the amount of any portion of the Retention Bonus paid to Executive prior to the Effective Date for which of Termination or payable to the Executive under Section 4(f)(ii)(A). (C) if Executive has an annual cash bonus opportunity (including a cash bonus opportunity under the AIP) outstanding and unpaid as of the Date of Termination, a cash payment (the “AIP Payout”) equal to (1) if the Date of Termination is before December 31 of the fiscal year of the Company to which such bonus opportunity relates, an amount had been determined by equal to Executive’s target bonus opportunity under such bonus plan for such fiscal year, and (2) if the Board (Date of Termination is on or any committee thereof) prior after December 31 of the fiscal year of the Company to which such bonus opportunity relates, an amount equal to the Effective Date. If the amount Executive was employed by the Company or Affiliates (taken as a whole) for only a portion of any fiscal year included in the period for which the average referred to in the immediately preceding sentence is determined and the would have received under such bonus awarded or granted plan for such fiscal year took into account such partial period based on actual achievement of employmentthe performance goals with respect thereto (assuming, for this purpose, that all subjective performance measures are achieved at a level equal to the greater of the level determined by the Company pursuant to the terms of such bonus for such fiscal year plan and 100%). Payment of the AIP Payout shall be annualized for purposes in lieu of calculating such average; and (3) if the Effective Date is on or prior to December 31, 2003, the average payment of the long-term incentive compensation amounts awarded or granted to the Executive any annual cash bonus opportunity otherwise due and payable with respect to each the fiscal year of the last three performance periods (or, if the Executive participated Company referred to in the long-term compensation program in respect to a lesser number of such performance periods, such lesser number) ended prior to the Effective Date for which the amount awarded or granted had been determined by the Board (or any committee thereof) prior to the Effective Date; provided, however, that, the amount determined under this subclause (3) shall be reduced (but not below zero) by the "Determined Value" (as defined below) of any vested stock options, restricted stock or similar equity-based award or grant relating to the Company's common equity on the earlier to occur of the Executive's Date of Termination or the date on which a Change of Control occurs. For purposes of this Agreement, Determined Value shall mean the excess of the "Equity Value" over the price, if any, payable by the Executive in respect of such stock option or other award and Equity Value shall be determined to be (x) in the case of a Change of Control occurring by reason of a merger, recapitalization or similar transaction or as a result of a tender offer, the value received by the Company's equity holders in such transaction or the price paid in such tender offer (with the value of any non-cash consideration to be determined in good faith by the Compensation Committee of the Board as constituted immediately prior to the Effective Date) and (y) in the case of any other Change of Control or where the date as of which such Determined Value is measured is the Executive's Date of Termination, the average of the high and low reported sales prices of such equity on the principal securities market on which such equity is traded on the relevant date; andSection 6(c)(i)(C).

Lump Sum Payments. The If, during the Employment Period, the Company terminates the Executive's employment other than for Cause, or following a Change of Control the Executive terminates his employment for Good Reason, the Company shall pay to the Executive, at the times determined below, Executive the following amounts: : (A) the Executive's Earned Salary; ; (B) a cash amount (the "Severance Amount") equal to three times the sum of of (1) the Executive's annual rate of Base Salary as then in effect; Salary; and (2) the higher of (x) the Minimum Bonus Amount and (y) the average of the annual bonuses awarded or granted payable to the Executive under the Annual Variable Incentive Plan (or any successor plan thereto), and any other Annual Bonus, for the each of the three fiscal years of the Company (or, if less, the number of prior fiscal years during which Executive was an employee of the Company or an Affiliate) ended ending immediately prior to the Effective Date for which an annual bonus of Termination; (C) a cash amount had been determined by (the Board (or any committee thereof"Incremental Retirement Benefit") prior equal to the Effective Date. If present value, calculated using a discount rate equal to the Executive was employed by the Company or Affiliates (taken then prevailing applicable Federal rate as a wholedetermined under Section 1274(d) for only a portion of any fiscal year included in the period for which the average referred to in the immediately preceding sentence is determined and the bonus awarded or granted for such fiscal year took into account such partial period of employment, such bonus for such fiscal year shall be annualized for purposes of calculating such average; and (3) if the Effective Date is on or prior to December 31, 2003, the average of the long-term incentive compensation amounts awarded Code, of the additional retirement benefits (including, without limitation, any pension, retiree life or granted retiree medical benefits) that would have been payable or available to the Executive with respect to each under any employee benefit plan qualified (a "Qualified Plan") under Section 401(a) of the last three performance periods Internal Revenue Code of 1986, as amended (orthe "Code") and under the SRP, if based on (x) the age and service the Executive participated would have attained or completed had the Executive continued in the long-term compensation program in respect to a lesser number of such performance periods, such lesser number) ended prior to the Effective Date for which the amount awarded or granted had been determined by the Board (or any committee thereof) prior to the Effective Date; provided, however, that, the amount determined under this subclause (3) shall be reduced (but not below zero) by the "Determined Value" (as defined below) of any vested stock options, restricted stock or similar equity-based award or grant relating to the Company's common equity on employ until the earlier to occur expiration of the Executive's Date of Termination or the date on which a Change of Control occurs. For purposes of this AgreementEmployment Period, Determined Value shall mean the excess of the "Equity Value" over the price, if any, payable by the Executive in respect of such stock option or other award and Equity Value shall be determined to be (x) in the case of a Change of Control occurring by reason of a merger, recapitalization or similar transaction or as a result of a tender offer, the value received by the Company's equity holders in such transaction or the price paid in such tender offer (with the value of any non-cash consideration to be determined in good faith by the Compensation Committee of the Board as constituted immediately prior to the Effective Date) and (y) in where applicable, the case of any other Change of Control or IC Accrual Rate, and (z) where compensation is a relevant factor, his pensionable compensation at the date as of which such Determined Value is measured is the Executive's Date of Termination; (D) the Pro-Rated Bonus; (E) the Pro-Rated Long Term Incentive; (F) the Additional IC Retirement Benefit; (G) the Accrued Obligations. Any Earned Salary, Severance Amount, Incremental Retirement Benefit, Pro-Rated Bonus and Pro-Rated Long Term Incentive shall be paid in cash in a single lump sum as soon as practicable, but in no event more than 30 days (or at such earlier date required by law), following the average Date of Termination. Accrued Obligations shall be paid in accordance with the terms of the high and low reported sales prices applicable plan, program or arrangement. The Additional IC Retirement Benefit shall be payable in accordance with the terms of such equity on the principal securities market on which such equity is traded on the relevant date; andSRP.