Common use of Obligation to Pay Clause in Contracts

Obligation to Pay. Except upon voluntary termination by the Executive without Good Reason and subject to Section 6 below, the Company shall pay the compensation specified in this Subsection 5(f) to the Executive for the period specified in this Subsection 5(f). The Company also will continue insurance benefits during the remainder of the applicable period, including the Severance Period set forth in this Subsection 5(f). If the Executive's employment shall be terminated by reason of death, the estate of the Executive shall be paid all sums otherwise payable to the Executive through the end of the third month after the month in which the death of the Executive occurred and all bonus or other incentive benefits accrued or accruable to the Executive through the end of the month in which the death of the Executive occurred and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's employment is terminated by reason of incapacity, the Executive or the person charged with legal responsibility for the Executive's estate shall be paid all sums otherwise payable to the Executive, including the bonus and other benefits accrued or accruable to the Executive, through the date of termination specified in the Notice of Termination, and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's employment shall be terminated for Cause, the Company shall pay the Executive his Base Salary through the date of termination specified in the Notice of Termination and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's employment shall be terminated by the Company, without cause, or by the Executive for Good Reason, the Company shall (x) continue to pay the Executive the Base Salary (at the rate in effect on the date of such termination) for a period of two (2) years beginning as of the date of such termination (such two (2) year period being referred to hereinafter as the "Severance Period") at such intervals as the same would have been paid had the Executive remained in the active service of the Company, and (y) pay the Executive a pro rata portion of the bonus or other incentive benefits to which the Executive would have been entitled for the year of termination, had the Executive remained employed for the entire year, which incentive compensation shall be payable at the time incentive compensation is payable generally under the applicable incentive plans. The executive shall have no further right to receive any other compensation benefits or perquisites after the date of termination of employment except as determined under the terms of the employee benefit plans or programs of the Company or under applicable law.

Obligation to Pay. Except upon termination for Cause, voluntary termination by the Executive without Good Reason Reason, or termination as a result of death or disability, and further subject to Section Sections 6 and 16 below, the Company shall (i) pay the compensation specified in this Subsection 5(f) to the Executive for the period specified in this Subsection 5(f). The Company also will , (ii) continue to provide, no less frequently than monthly, life insurance benefits during the remainder of the applicable period, including the Severance Period set forth in this Subsection 5(f), and (iii) if and to the extent the Executive timely elects COBRA continuation coverage, pay the Executive, no less frequently than monthly, the cost of COBRA premiums for a period of 18 months or such lesser period as the Executive continues to have COBRA continuation coverage. If the Executive's ’s employment shall be terminated by reason of death, the estate of the Executive shall be paid all sums otherwise payable to the Executive through the end of the third month after the month in which the death of the Executive occurred and occurred, including all bonus or other incentive benefits accrued or accruable to the Executive through the end of the month in which the death of the Executive occurred occurred, on the same basis as if the Executive had continued employment through such times, and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's ’s employment is terminated by reason of incapacitydisability as determined under the Company’s long term disability plan, the Executive or the person charged with legal responsibility for the Executive's ’s estate shall be paid all sums otherwise payable to the Executive, including the bonus and other benefits accrued or accruable to the Executive, on the same basis as if the Executive had continued employment through the date of termination specified in the Notice of Terminationdisability, and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's ’s employment shall be terminated for Cause, the Company shall pay the Executive his Base Salary through the date of termination specified in the Notice of Termination and reimbursements otherwise payable to the Executive, and the Company shall have no further obligations to the Executive under this Agreement. If Unless such termination occurs within two (2) years following a Change in Control, if the Executive's ’s employment shall be terminated by the Company, Company without cause, Cause or by the Executive for Good Reason, the Company shall (x) continue to pay the Executive the Base Salary (at the rate in effect on the date of such termination) for a period of two one (21) years beginning as of year from the date of such termination (such two one (21) year period being referred to hereinafter as the "“Severance Period"”) at such intervals as the same would have been paid had the Executive remained in the active service of the Company, and (y) pay the Executive a pro rata portion of the bonus or other incentive benefits to which the Executive would have been entitled for the year of termination, termination had the Executive remained employed for the entire year, which incentive compensation shall be payable at the time incentive compensation is payable generally under the applicable incentive plans; provided, however, that notwithstanding the foregoing, the Executive shall not be entitled to any severance payments under clauses (x) and (y) of this sentence upon and after reaching age 65 . The executive Executive shall have no further right to receive any other compensation compensation, benefits or perquisites after the date of termination of employment except as determined under the terms of the this Agreement or any applicable employee benefit plans or programs of the Company or under applicable law. If within two (2) years following a Change in Control the Executive’s employment shall be terminated by the Company without Cause or by the Executive for Good Reason (a “Change in Control Termination”), the Company shall immediately, and in all events within thirty (30) days after the date of termination, pay the Executive the sum of (x) two (2) times the Base Salary (at the rate in effect on the date of such termination), (y) a pro rata portion of the bonus or other incentive benefits to which the Executive would have been entitled for the year of termination had the Executive remained employed for the entire year, plus (z) a bonus in an amount equal to the three (3) year average of the awards received by the participant during the prior two (2) completed years and the current year’s trend (based upon results through the month most recently complete prior to the termination, extrapolated for the complete year) multiplied by two (2) times. Any payment due to the Executive with respect to clause (y) and (z) that is calculated based upon the Company’s Management Incentive Plan shall be reduced by any similar amounts received by the Executive under such plan. Also, notwithstanding the foregoing, in the event of a Change in Control Termination, the Company shall continue the Executive’s life and group health coverage for a period of two (2) years, subject to the same payments by the Executive that the Executive was required to make prior to termination. Notwithstanding the foregoing, the Company shall be entitled to modify the group health benefits provided such modifications are applicable to all similarly situated management employees. To the extent that the Company is not able to continue life or group health benefits as a result of the terms of the applicable plans or insurance policies, the Company shall pay the Executive the cost, no less frequently than monthly, that the Executive must incur to obtain such benefits privately.

Obligation to Pay. Except upon termination for Cause, voluntary termination by the Executive without Good Reason Reason, or termination as a result of death or disability, and further subject to Section Sections 6 and 16 below, the Company shall (i) pay the compensation specified in this Subsection 5(f) to the Executive for the period specified in this Subsection 5(f). The Company also will , (ii) continue to provide, no less frequently than monthly, life insurance benefits during the remainder of the applicable period, including the Severance Period set forth in this Subsection 5(f), and (iii) if and to the extent the Executive timely elects COBRA continuation coverage, pay the Executive, no less frequently than monthly, the cost of COBRA premiums for a period of 18 months or such lesser period as the Executive continues to have COBRA continuation coverage. If the Executive's ’s employment shall be terminated by reason of death, the estate of the Executive shall be paid all sums otherwise payable to the Executive through the end of the third month after the month in which the death of the Executive occurred and occurred, including all bonus or other incentive benefits accrued or accruable to the Executive through the end of the month in which the death of the Executive occurred occurred, on the same basis as if the Executive had continued employment through such times, and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's ’s employment is terminated by reason of incapacitydisability as determined under the Company’s long term disability plan, the Executive or the person charged with legal responsibility for the Executive's ’s estate shall be paid all sums otherwise payable to the Executive, including the bonus and other benefits accrued or accruable to the Executive, on the same basis as if the Executive had continued employment through the date of termination specified in the Notice of Terminationdisability, and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's ’s employment shall be terminated for Cause, the Company shall pay the Executive his Base Salary through the date of termination specified in the Notice of Termination and reimbursements otherwise payable to the Executive, and the Company shall have no further obligations to the Executive under this Agreement. If Unless such termination occurs within two (2) years following a Change in Control, if the Executive's ’s employment shall be terminated by the Company, Company without cause, Cause or by the Executive for Good Reason, the Company shall (x) continue to pay the Executive the Base Salary (at the rate in effect on the date of such termination) for a period of two (2) years beginning as of from the date of such termination (such two (2) year period being referred to hereinafter as the "“Severance Period"”) at such intervals as the same would have been paid had the Executive remained in the active service of the Company, and (y) pay the Executive a pro rata portion of the bonus or other incentive benefits to which the Executive would have been entitled for the year of termination, termination had the Executive remained employed for the entire year, which incentive compensation shall be payable at the time incentive compensation is payable generally under the applicable incentive plans; provided, however, that notwithstanding the foregoing, the Executive shall not be entitled to any severance payments under clauses (x) and (y) of this sentence upon and after reaching age 65 . The executive Executive shall have no further right to receive any other compensation compensation, benefits or perquisites after the date of termination of employment except as determined under the terms of the this Agreement or any applicable employee benefit plans or programs of the Company or under applicable law. If within two (2) years following a Change in Control the Executive’s employment shall be terminated by the Company without Cause or by the Executive for Good Reason (a “Change in Control Termination”), the Company shall immediately, and in all events within thirty (30) days after the date of termination, pay the Executive the sum of (x) two (2) times the Base Salary (at the rate in effect on the date of such termination), (y) a pro rata portion of the bonus or other incentive benefits to which the Executive would have been entitled for the year of termination had the Executive remained employed for the entire year, plus (z) a bonus in an amount equal to the three (3) year average of the awards received by the participant during the prior two (2) completed years and the current year’s trend (based upon results through the month most recently complete prior to the termination, extrapolated for the complete year) multiplied by two (2) times. Any payment due to the Executive with respect to clause (y) and (z) that is calculated based upon the Company’s Management Incentive Plan shall be reduced by any similar amounts received by the Executive under such plan. Also, notwithstanding the foregoing, in the event of a Change in Control Termination, the Company shall continue the Executive’s life and group health coverage for a period of two (2) years, subject to the same payments by the Executive that the Executive was required to make prior to termination. Notwithstanding the foregoing, the Company shall be entitled to modify the group health benefits provided such modifications are applicable to all similarly situated management employees. To the extent that the Company is not able to continue life or group health benefits as a result of the terms of the applicable plans or insurance policies, the Company shall pay the Executive the cost, no less frequently than monthly, that the Executive must incur to obtain such benefits privately.

Obligation to Pay. Except upon voluntary termination by the Executive without Good Reason No Restricted Stock Units will vest hereunder unless and subject to Section 6 below, until the Company shall pay achieves either (A) 10% return on equity for the compensation specified Company’s fiscal year 2007, or (B) an average of 10% return on equity for the Company’s fiscal years from 2007 through 2009 (the “Performance Condition”), except that if the Company experiences a Change in this Subsection 5(f) Control prior to the Executive for the period specified in this Subsection 5(f). The Company also will continue insurance benefits during the remainder commencement of the applicable periodCompany’s 2010 fiscal year, including then vesting of the Severance Period Restricted Stock Units will no longer be conditioned upon the achievement of either of the performance objectives set forth in this Subsection 5(f)clauses (A) and (B) and the Performance Condition will be deemed to have been satisfied. If Subject to satisfaction of the Executive's employment shall Performance Condition and any vesting acceleration provisions set forth herein or in the Plan, one hundred percent (100%) of the Restricted Stock Units will vest on the third (3rd) anniversary of the Date of Grant, subject to Participant continuing to be terminated by reason an Employee through such date. Notwithstanding the vesting schedule in the previous sentence, in the event Participant ceases to be an Employee as the result of Participant’s death, the estate Disability or Retirement, 100% of the Executive shall be paid all sums otherwise payable Restricted Stock Units will immediately vest in full; provided, however, that if at the time of such termination the Performance Condition has not been satisfied, then the Restricted Stock Units will vest if and to the Executive through extent the end Performance Condition is thereafter satisfied, which will be settled at the time such condition is satisfied. In addition, if within twelve (12) months of the third month after the month a Change in which the death of the Executive occurred and all bonus or other incentive benefits accrued or accruable to the Executive through the end of the month in which the death of the Executive occurred and Control (i) the Company shall have no further obligations to the Executive under this Agreement. If the Executive's employment is terminated by reason of incapacity, the Executive (or the person charged with legal responsibility for the Executive's estate shall be paid all sums otherwise payable to the Executive, including the bonus and other benefits accrued or accruable to the Executive, through the date of termination specified in the Notice of Termination, and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's employment shall be terminated for Affiliate employing Participant) terminates Participant as an Employee without Cause, the Company shall pay the Executive his Base Salary through the date of termination specified in the Notice of Termination and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's employment shall be terminated by the Company, without cause, or by the Executive (ii) Participant resigns as an Employee for Good Reason, the Company shall (x) continue to pay the Executive the Base Salary (at the rate in effect on the date of such termination) for a period of two (2) years beginning as then 100% of the date Restricted Stock Units will immediately vest in full. Subject to the foregoing provisions of such termination (such two (2) year period being referred to hereinafter as this paragraph and the "Severance Period") at such intervals as provisions of the same would have been paid had the Executive remained Plan, in the active service of event Participant ceases to be an Employee for any or no reason before Participant vests in the Companyright to receive the Shares to be issued pursuant to the Restricted Stock Unit or it becomes no longer possible to satisfy the Performance Condition, the Restricted Stock Units and (y) pay the Executive a pro rata portion of the bonus or other incentive benefits to which the Executive would have been entitled for the year of termination, had the Executive remained employed for the entire year, which incentive compensation shall be payable at the time incentive compensation is payable generally under the applicable incentive plans. The executive shall have no further Participant’s right to receive any other compensation benefits or perquisites after the date of termination of employment except as determined under the terms of the employee benefit plans or programs of the Company or under applicable lawShares with respect thereto will immediately terminate.

Obligation to Pay. Except upon voluntary termination by the Executive without Good Reason Reason, termination by the Company for Cause, or termination as a result of death or incapacity and subject to Section Sections 6 and 16 below, the Company shall (i) pay the compensation specified in this Subsection 5(f) to the Executive for the period specified in this Subsection 5(f). The Company also will , (ii) continue to provide, no less frequently than monthly, life insurance benefits during the remainder of the applicable period, including the Severance Period set forth in this Subsection 5(f), and (iii) if and to the extent the Executive timely elects COBRA continuation coverage, pay the Executive on a monthly basis the cost of COBRA premiums for a period of 18 months or such lesser period as the Executive continues to have COBRA continuation coverage. If the Executive's ’s employment shall be terminated by reason of death, the estate of the Executive shall be paid all sums Base Salary and reimbursements otherwise payable to the Executive through the end of the third month after the month in which the death of the Executive occurred and all bonus or other incentive benefits accrued or accruable to the Executive through the end of the month in which the death of the Executive occurred occurred, on the same basis as if the Executive had continued employment through such times, and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's ’s employment is terminated by reason of incapacity, the Executive or the person charged with legal responsibility for the Executive's ’s estate shall be paid all sums Base Salary and reimbursements and payments otherwise payable to the Executive, including the bonus and other benefits accrued or accruable to the Executive, through the date of termination specified in the Notice of Termination, and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's ’s employment shall be terminated for Cause, the Company shall pay the Executive his Base Salary through the date of termination specified in the Notice of Termination and reimbursements otherwise payable to the Executive and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's ’s employment shall be terminated by the Company, without cause, or by the Executive for Good Reason, the Executive shall be paid all Base Salary and reimbursements and payments otherwise payable to the Executive, including the bonus and other benefits accrued or accruable to the Executive, through the date of termination specified in the Notice of Termination, and the Company shall (x) continue to pay the Executive the Base Salary (at the rate in effect on the date of such termination) for a period of two (2) years beginning as of from the date of such termination (such two (2) year period being referred to hereinafter as the "“Severance Period"”) at such intervals as on the same would have been paid basis as if Executive had continued employment during the Executive remained in the active service of the Company, Severance Period and (y) pay the Executive a pro rata portion of the bonus or other incentive benefits to which the Executive would have been entitled for the year of termination, had the Executive remained employed for the entire year, year which incentive compensation shall be payable at the time incentive compensation is payable generally under the applicable incentive plans. The executive Executive shall have no further right to receive any other compensation benefits or perquisites after the date of termination of employment except as determined under the terms of the this Agreement or any applicable employee benefit plans or programs of the Company or under applicable law.

Obligation to Pay. Except upon termination for Cause and voluntary termination by the Executive without Good Reason Reason, and further subject to Section 6 below, the Company shall pay the compensation specified in this Subsection 5(f) to the Executive for the period specified in this Subsection 5(f). The Company also will , continue life insurance benefits during the remainder of the applicable period, including the Severance Period set forth in this Subsection 5(f), and pay Executive 18 months of COBRA premiums to continue group health coverage. If the Executive's employment shall be terminated by reason of death, the estate of the Executive shall be paid all sums otherwise payable to the Executive through the end of the third month after the month in which the death of the Executive occurred and occurred, including all bonus or other incentive benefits accrued or accruable to the Executive through the end of the month in which the death of the Executive occurred and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's employment is terminated by reason of incapacitydisability as determined under the Company's long term disability plan, the Executive or the person charged with legal responsibility for the Executive's estate shall be paid all sums otherwise payable to the Executive, including the bonus and other benefits accrued or accruable to the Executive, through the date of termination specified in the Notice of Terminationdisability, and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's employment shall be terminated for Cause, the Company shall pay the Executive his Base Salary through the date of termination specified in the Notice of Termination and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's employment shall be terminated by the CompanyCompany without Cause, without cause, or by the Executive for Good ReasonReason or by the Company by not renewing the Agreement following the initial term or any subsequent term, the Company shall (x) continue to pay the Executive the Base Salary (at the rate in effect on the date of such termination) for a period of two (2) years beginning as of the date of such termination (such two (2) year period being referred to hereinafter as the "Severance Period") at such intervals as the same would have been paid had the Executive remained in the active service of the Company, and (y) pay the Executive a pro rata portion of the bonus or other incentive benefits to which the Executive would have been entitled for the year of termination, termination had the Executive remained employed for the entire year, which incentive compensation shall be payable at the time incentive compensation is payable generally under the applicable incentive plans; provided, however, that notwithstanding the foregoing, the Executive shall not be entitled to any severance payments upon and after reaching age 65 . The executive Executive shall have no further right to receive any other compensation compensation, benefits or perquisites after the date of termination of employment except as determined under the terms of the employee benefit plans or programs of the Company or under applicable law.

Obligation to Pay. Except upon voluntary termination by the Executive without Good Reason Subject to Sections 6, 16 and subject to Section 6 17 below, the Company shall (i) pay the compensation specified in this Subsection 5(f) to the Executive as set forth below for the period specified in this Subsection 5(f). The Company also will , (ii) continue to provide, no less frequently than monthly, life insurance benefits during the remainder of the applicable period, including the Severance Period set forth in this Subsection 5(f), and (iii) if and to the extent the Executive (or Executive's representatives or dependents) timely elects COBRA continuation coverage for himself, his spouse and/or his dependents, pay the Executive, no less frequently than monthly, the cost of COBRA premiums for a period of 18 months or such lesser period as the Executive continues to have COBRA continuation coverage, subject in the case of (ii) and (iii) to the same payments by the Executive that the Executive was required to make prior to termination. Notwithstanding the foregoing, the Company shall be entitled to modify the group health benefits provided such modifications are applicable to all similarly situated executive officers and management employees. To the extent that the Company is not able to continue life or group health benefits as a result of the terms of the applicable plans or insurance policies, the Company shall pay the Executive the cost, no less frequently than monthly, that the Executive must incur to obtain such benefits privately. Any other vested benefits or other amounts, including both cash and stock components, which pursuant to the terms of any Company plans, policies or programs have been earned or become payable, but which have not yet been paid to the Executive, including without limitation under the Company’s Long-Term Incentive Plan and Deferred Compensation Plan, will be paid in accordance with terms and conditions of such plans, policies or programs. If the Executive's ’s employment shall be terminated terminate by reason of death, the estate of the Executive shall be paid all sums otherwise payable (i) an amount equal to the Executive Executive’s Base Salary (at the rate in effect on the date of such termination) through the end of the third month after the month in which the death of the Executive occurred and all bonus or other incentive benefits accrued or accruable to the Executive through the end of the month in which the death of the Executive occurred and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's employment is terminated by reason of incapacity, the Executive or the person charged with legal responsibility for the Executive's estate shall be paid all sums otherwise payable to the Executive, including the bonus and other benefits accrued or accruable to the Executive, through the date of termination specified in the Notice of Termination, and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's employment shall be terminated for Cause, the Company shall pay the Executive his Base Salary through the date of termination specified in the Notice of Termination and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's employment shall be terminated by the Company, without cause, or by the Executive for Good Reason, the Company shall (x) continue to pay the Executive the Base Salary (at the rate in effect on the date of such termination) for a period of two (2) years beginning as of the date of such termination (such two (2) year period being referred to hereinafter as the "Severance Period") at such intervals as the same would have been paid had the Executive remained in the active service of the Company, and (ii) the Executive’s Base Salary through the date of termination and all reimbursements and bonus amounts accrued or accruable to the Executive through the end of the month in which the death of the Executive occurred, on the same basis as if the Executive had continued employment through such times, and the Company shall have no further obligations to the Executive under this Agreement. If the Executive’s employment is terminated by reason of disability as determined under the Company’s long term disability plan, the Executive or the person charged with legal responsibility for the Executive’s estate shall be paid (i) Executive’s Base Salary through the date of termination and (ii) all reimbursements and bonus amounts accrued to the Executive through the date Executive’s employment is terminated, on the same basis as if the Executive had continued employment through the date of disability, and the Company shall have no further obligations to the Executive under this Agreement. Any such payments made for the period that occurs after the Executive has a Separation from Service (as defined in Section 16) (e.g., due to the ninety (90)-day notice period of a Notice of Termination) will continue to be paid at such intervals as the same would have been paid had the Executive remained in the active service of the Company. If the Executive’s employment shall be terminated for Cause or the Executive shall voluntarily resign without Good Reason, he shall be paid (i) his Base Salary through the date of termination specified in the Notice of Termination and (ii) all reimbursements accrued to the Executive through the date Executive’s employment is terminated (but excluding any bonuses accrued through such date), and the Company shall have no further obligations to the Executive under this Agreement. Unless such termination occurs within two (2) years following a Change in Control, if the Executive's employment shall be terminated by the Company without Cause or by the Executive for Good Reason (a “Non-Change in Control Termination”), subject to Sections 6, 16 and 17 below, the Company shall pay (x) an amount equal to the Executive’s Base Salary (at the rate in effect on the date of such termination or at the rate in effect on the date before any reduction in Base Salary that resulted in a Good Reason termination) for a period of two (2) years from the date of such termination (such two (2) year period being referred to hereinafter as the “Severance Period”) at such intervals as the same would have been paid had the Executive remained in the active service of the Company, plus (y) pay a bonus in an amount equal to the three (3) year average of the awards earned in, and received or receivable by the Executive for, the prior two (2) completed years and the current year’s trend (based upon results through the calendar month most recently completed prior to the termination, extrapolated for the complete year) multiplied by two (2) times, which amount shall be paid in a lump sum within thirty (30) days after the date of such termination; provided, however, that notwithstanding the foregoing, the Executive shall not be entitled to any severance payments under clauses (x) and (y) of this sentence upon and after reaching age 65. The Executive shall have no further right to receive any other compensation, benefits or perquisites after the date of termination of employment except as determined under the terms of this Agreement or any applicable employee benefit plans or programs of the Company or under applicable law. If within two (2) years following a Change in Control the Executive's employment shall be terminated by the Company without Cause or by the Executive for Good Reason (a “Change in Control Termination”), subject to Sections 6, 16 and 17 below, the Company shall immediately pay, and in all events within thirty (30) days after the date of termination, the Executive the sum of (x) three (3) times the Executive’s Base Salary (at the rate in effect on the date of such termination or at the rate in effect on the date before any reduction in Base Salary that resulted in a Good Reason termination), (y) a pro rata portion of the bonus or other incentive benefits to which the Executive would have been entitled for the year of termination, termination had the Executive remained employed for the entire year with performance assumed to be at current year’s trend (based upon results through the calendar month most recently completed prior to the termination, which incentive compensation extrapolated for the complete year), plus (z) a bonus in an amount equal to the three (3) year average of the awards earned in, and received or receivable by the Executive for, the prior two (2) completed years and the current year’s trend (based upon results through the month most recently complete prior to the termination, extrapolated for the complete year) multiplied by three (3) times. Any payment due to the Executive with respect to clause (y) that is calculated based upon the Company’s Management Incentive Plan shall be payable at reduced by any similar amounts received by the time incentive compensation is payable generally Executive under such plan for the year of termination. Notwithstanding the foregoing in clause (z) above, if the Executive incurs a Change in Control Termination in 2021 or 2022, the following applicable incentive plans. The executive amount shall be substituted for the amount otherwise determined in clause (z): (i) if the Executive’s employment terminates in 2021, the amount of the bonus to which the Executive would have no further right to receive any other compensation benefits or perquisites after been entitled for the date year of termination had the Executive remained employed for the entire year with performance assumed to be at current year’s trend (based upon results through the calendar month most recently completed prior to the termination, extrapolated for the complete year), times three (3); and (ii) if the Executive’s employment terminates in 2022, three (3) times the average of employment except the sum of (A) the amount of the bonus that the Executive earned in 2021, and (B) two (2) times the amount of the bonus to which the Executive would have been entitled for the year of termination had the Executive remained employed for the entire year with performance assumed to be at current year’s trend (based upon results through the calendar month most recently completed prior to the termination, extrapolated for the complete year). Also, notwithstanding the foregoing, in the event of a Change in Control Termination, the Company shall continue the Executive’s life and group health coverage for a period of three (3) years, subject to the same payments by the Executive that the Executive was required to make prior to termination. Notwithstanding the foregoing, the Company shall be entitled to modify the group health benefits provided such modifications are applicable to all similarly situated management employees. To the extent that the Company is not able to continue life or group health benefits as determined under a result of the terms of the employee benefit applicable plans or programs of insurance policies, the Company or under applicable lawshall pay the Executive the cost, no less frequently than monthly, that the Executive must incur to obtain such benefits privately, subject to the same payments by the Executive that the Executive was required to make prior to termination.

Obligation to Pay. Except upon termination for Cause, voluntary termination by the Executive without Good Reason Reason, or termination as a result of death or disability, and further subject to Section Sections 6 and 16 below, the Company shall (i) pay the compensation specified in this Subsection 5(f) to the Executive for the period specified in this Subsection 5(f). The Company also will , (ii) continue to provide, no less frequently than monthly, life insurance benefits during the remainder of the applicable period, including the Severance Period set forth in this Subsection 5(f), and (iii) if and to the extent the Executive timely elects COBRA continuation coverage, pay the Executive on a monthly basis the cost of COBRA premiums for a period of 18 months or such lesser period as the Executive continues to have COBRA continuation coverage. If the Executive's ’s employment shall be terminated by reason of death, the estate of the Executive shall be paid all sums Base Salary and reimbursements otherwise payable to the Executive through the end of the third month after the month in which the death of the Executive occurred and occurred, plus all bonus or other incentive benefits accrued or accruable to the Executive through the end of the month in which the death of the Executive occurred occurred, on the same basis as if the Executive had continued employment through such times, and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's ’s employment is terminated by reason of incapacitydisability as determined under the Company’s long term disability plan, the Executive or the person charged with legal responsibility for the Executive's ’s estate shall be paid all sums Base Salary and reimbursements and payments otherwise payable to the Executive, including the bonus and other benefits accrued or accruable to the Executive, on the same basis as if the Executive had continued employment through the date of disability, and the Company shall have no further obligations to the Executive under this Agreement. If the Executive’s employment shall be terminated for Cause, the Company shall pay the Executive his Base Salary through the date of termination specified in the Notice of Termination and reimbursements otherwise payable to the Executive and the Company shall have no further obligations to the Executive under this Agreement. If the Executive’s employment shall be terminated by the Company by not renewing the Agreement following the initial term or any subsequent term, the Executive shall be paid all Base Salary and reimbursements and payments otherwise payable to the Executive, including the bonus and other benefits accrued or accruable to the Executive, through the date of termination specified in the Notice of Termination, and the Company shall pay the Executive the sum of (x) two (2) times the Base Salary (at the rate in effect on the date of such termination plus (y) a bonus in an amount equal to the three (3) year average of the awards received by the participant during the prior two (2) completed years and the current year’s trend (based upon results through the month most recently complete prior to the termination, extrapolated for the complete year) multiplied by two (2) times provided, however, that notwithstanding the foregoing, the Executive shall not be entitled to any severance payments under clauses (x) or (y) of this sentence upon and after reaching age 65. The Executive shall have no further obligations right to receive any other compensation, benefits or perquisites after the Executive date of termination of employment except as determined under the terms of this AgreementAgreement or any applicable employee benefit plans or programs of the Company or under applicable law. If the Executive's employment shall be terminated for Cause, the Company shall pay the Executive his Base Salary through the date of termination specified in the Notice of Termination and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's ’s employment shall be terminated by the Company, Company without cause, Cause or by the Executive for Good Reason, the Company shall (x) continue to pay the Executive the Base Salary (at the rate in effect on the date of such termination) for a period of two (2) years beginning as of from the date of such termination (such two (2) year period being referred to hereinafter as the "“Severance Period"”) at such intervals as the same would have been paid had the Executive remained in the active service of the Company, plus (y) a bonus in an amount equal to the three (3) year average of the awards received by the participant during the prior two (2) completed years and the current year’s trend (based upon results through the month most recently complete prior to the termination, extrapolated for the complete year) multiplied by two (2) times; provided, however, that notwithstanding the foregoing, the Executive shall not be entitled to any severance payments under clauses (x) and (y) pay of this sentence upon and after reaching age 65 . The Executive shall have no further right to receive any other compensation, benefits or perquisites after the date of termination of employment except as determined under the terms of this Agreement or any applicable employee benefit plans or programs of the Company or under applicable law. If within two (2) years following a Change in Control the Executive’s employment shall be terminated by the Company without Cause or by the Executive for Good Reason (a “Change in Control Termination”), the Company shall immediately pay, and in all events within thirty (30) days after the date of termination, the Executive the sum of (x) three (3) times the Base Salary (at the rate in effect on the date of such termination), (y) a pro rata portion of the bonus or other incentive benefits to which the Executive would have been entitled for the year of termination, termination had the Executive remained employed for the entire year, which incentive compensation plus (z) a bonus in an amount equal to the three (3) year average of the awards received by the participant during the prior two (2) completed years and the current year’s trend (based upon results through the month most recently complete prior to the termination, extrapolated for the complete year) multiplied by three (3) times. Any payment due to the Executive with respect to clause (y) and (z) that is calculated based upon the Company’s Management Incentive Plan shall be payable at reduced by any similar amounts received by the time incentive compensation Executive under such plan. Also, notwithstanding the foregoing, in the event of a Change in Control Termination, the Company shall continue the Executive’s life and group health coverage for a period of three (3) years, subject to the same payments by the Executive that the Executive was required to make prior to termination. Notwithstanding the foregoing, the Company shall be entitled to modify the group health benefits provided such modifications are applicable to all similarly situated management employees. To the extent that the Company is payable generally under the applicable incentive plans. The executive shall have no further right not able to receive any other compensation continue life or group health benefits or perquisites after the date as a result of termination of employment except as determined under the terms of the employee benefit applicable plans or programs of insurance policies, the Company or under applicable lawshall pay the Executive the cost, no less frequently than monthly, that the Executive must incur to obtain such benefits privately.

Obligation to Pay. Except upon voluntary termination by the Executive without Good Reason and subject to Section 6 below, the Company shall pay the compensation specified in this Subsection 5(f) to the Executive for the period specified in this Subsection 5(f). The Company also will continue insurance benefits during the remainder of the applicable period, including the Severance Period set forth in this Subsection 5(f). If the Executive's employment shall be terminated by reason of death, the estate of the Executive shall be paid all sums otherwise payable to the Executive through the end of the third month after the month in which the death of the Executive occurred and all bonus or other incentive benefits accrued or accruable to the Executive through the end of the month in which the death of the Executive occurred and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's employment is terminated by reason of incapacity, the Executive or the person charged with legal responsibility for the Executive's estate shall be paid all sums otherwise payable to the Executive, including the bonus and other benefits accrued or accruable to the Executive, through the date of termination specified in the Notice of Termination, and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's employment shall be terminated for Cause, the Company shall pay the Executive his Base Salary through the date of termination specified in the Notice of Termination and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's employment shall be terminated by the Company, without cause, or by the Executive for Good Reason, the Company shall (x) continue to pay the Executive the Base Salary (at the rate in effect on the date of such termination) for a period of two one (21) years year beginning as of the date of such termination (such two one (21) year period being referred to hereinafter as the "Severance Period") at such intervals as the same would have been paid had the Executive remained in the active service of the Company, and (y) pay the Executive a pro rata portion of the bonus or other incentive benefits to which the Executive would have been entitled for the year of termination, had the Executive remained employed for the entire year, which incentive compensation shall be payable at the time incentive compensation is payable generally under the applicable incentive plans. The executive shall have no further right to receive any other compensation benefits or perquisites after the date of termination of employment except as determined under the terms of the employee benefit plans or programs of the Company or under applicable law.

Obligation to Pay. Except upon voluntary termination by the Executive without Good Reason and subject to Section 6 below, the Company shall pay the compensation specified in this Subsection 5(f) to the Executive for the period specified in this Subsection 5(f). The Company company also will continue insurance benefits during the remainder of the applicable period, including the Severance Period set forth in this Subsection 5(f). If the Executive's employment shall be terminated by reason of death, the estate of the Executive shall be paid all sums otherwise payable to the Executive through the end of the third month after the month in which the death of the Executive occurred and all bonus or other incentive benefits accrued or accruable to the Executive through the end of the month in which the death of the Executive occurred and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's employment is terminated by reason of incapacity, the Executive or the person charged with legal responsibility for the Executive's estate shall be paid all sums otherwise payable to the Executive, including the bonus and other benefits accrued or accruable to the Executive, through the date of termination specified in the Notice of Termination, and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's employment shall be terminated for Cause, the Company shall pay the Executive his Base Salary through the date of termination specified in the Notice of Termination and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's employment shall be terminated by the Company, without cause, cause or by the Executive for Good Reason, the Company shall (x) continue to pay the Executive the Base Salary (at the rate in effect on the date of such termination) for a period of two (2) years beginning as of the date of such termination (such two (2) year period being referred to hereinafter as the "Severance Period") at such intervals as the same would have been paid had the Executive remained in the active service of the Company, and (y) pay the Executive a pro rata portion of the bonus or other incentive benefits to which the Executive would have been entitled for the year of termination, had the Executive remained employed for the entire year, which incentive compensation shall be payable at the time incentive compensation is payable generally under the applicable incentive plans. The executive shall have no further right to receive any other compensation benefits or perquisites after the date of termination of employment except as determined under the terms of the employee benefit plans or programs of the Company or under applicable law.

Obligation to Pay. Except upon termination for Cause, voluntary termination by the Executive without Good Reason Reason, or termination as a result of death or disability, and further subject to Section Sections 6 and 16 below, the Company shall (i) pay the compensation specified in this Subsection 5(f) to the Executive for the period specified in this Subsection 5(f). The Company also will , (ii) continue to provide, no less frequently than monthly, life insurance benefits during the remainder of the applicable period, including the Severance Period set forth in this Subsection 5(f), and (iii) if and to the extent the Executive timely elects COBRA continuation coverage, pay the Executive, no less frequently than monthly, the cost of COBRA premiums for a period of 18 months or such lesser period as the Executive continues to have COBRA continuation coverage. If the Executive's ’s employment shall be terminated by reason of death, the estate of the Executive shall be paid all sums otherwise payable to the Executive through the end of the third month after the month in which the death of the Executive occurred and occurred, including all bonus or other incentive benefits accrued or accruable to the Executive through the end of the month in which the death of the Executive occurred occurred, on the same basis as if the Executive had continued employment through such times, and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's ’s employment is terminated by reason of incapacitydisability as determined under the Company's long term disability plan, the Executive or the person charged with legal responsibility for the Executive's estate shall be paid all sums otherwise payable to the Executive, including the bonus and other benefits accrued or accruable to the Executive, on the same basis as if the Executive had continued employment through the date of termination specified in the Notice of Terminationdisability, and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's ’s employment shall be terminated for Cause, the Company shall pay the Executive his Base Salary through the date of termination specified in the Notice of Termination and reimbursements otherwise payable to the Executive, and the Company shall have no further obligations to the Executive under this Agreement. If Unless such termination occurs within two (2) years following a Change in Control, if the Executive's ’s employment shall be terminated by the Company, Company without cause, Cause or by the Executive for Good Reason, the Company shall (x) continue to pay the Executive the Base Salary (at the rate in effect on the date of such termination) for a period of two one (21) years beginning as of year from the date of such termination (such two one (21) year period being referred to hereinafter as the "“Severance Period"”) at such intervals as the same would have been paid had the Executive remained in the active service of the Company, and (y) pay the Executive a pro rata portion of the bonus or other incentive benefits to which the Executive would have been entitled for the year of termination, termination had the Executive remained employed for the entire year, which incentive compensation shall be payable at the time incentive compensation is payable generally under the applicable incentive plans; provided, however, that notwithstanding the foregoing, the Executive shall not be entitled to any severance payments under clauses (x) and (y) of this sentence upon and after reaching age 65. The executive Executive shall have no further right to receive any other compensation compensation, benefits or perquisites after the date of termination of employment except as determined under the terms of the this Agreement or any applicable employee benefit plans or programs of the Company or under applicable law. If within two (2) years following a Change in Control the Executive’s employment shall be terminated by the Company without Cause or by the Executive for Good Reason (a “Change in Control Termination”), the Company shall immediately, and in all events within thirty (30) days after the date of termination, pay the Executive the sum of (x) two (2) times the Base Salary (at the rate in effect on the date of such termination), (y) a pro rata portion of the bonus or other incentive benefits to which the Executive would have been entitled for the year of termination had the Executive remained employed for the entire year, plus (z) a bonus in an amount equal to the three (3) year average of the awards received by the participant during the prior two (2) completed years and the current year’s trend (based upon results through the month most recently complete prior to the termination, extrapolated for the complete year) multiplied by two (2) times. Any payment due to the Executive with respect to clause (y) and (z) that is calculated based upon the Company’s Management Incentive Plan shall be reduced by any similar amounts received by the Executive under such plan. Also, notwithstanding the foregoing, in the event of a Change in Control Termination, the Company shall continue the Executive’s life and group health coverage for a period of two (2) years, subject to the same payments by the Executive that the Executive was required to make prior to termination. Notwithstanding the foregoing, the Company shall be entitled to modify the group health benefits provided such modifications are applicable to all similarly situated management employees. To the extent that the Company is not able to continue life or group health benefits as a result of the terms of the applicable plans or insurance policies, the Company shall pay the Executive the cost, no less frequently than monthly, that the Executive must incur to obtain such benefits privately.

Obligation to Pay. Except upon voluntary termination by the Executive without Good Reason No Restricted Stock Units will vest hereunder unless and subject to Section 6 below, until the Company shall pay achieves [either (A) 10% return on equity for the compensation specified Company’s fiscal year 2007, or (B) an average of 10% return on equity for the Company’s fiscal years from 2007 through 2009 (the “Performance Condition”)], except that if the Company experiences a Change in this Subsection 5(f) Control prior to the Executive for the period specified in this Subsection 5(f). The Company also will continue insurance benefits during the remainder commencement of the applicable periodCompany’s 2010 fiscal year, including then vesting of the Severance Period Restricted Stock Units will no longer be conditioned upon the achievement of either of the performance objectives set forth in this Subsection 5(f)clauses (A) and (B) and the Performance Condition will be deemed to have been satisfied. If Subject to satisfaction of the Executive's employment shall Performance Condition and any vesting acceleration provisions set forth herein or in the Plan, one hundred percent (100%) of the Restricted Stock Units will vest on the third (3rd) anniversary of the Date of Grant, subject to Participant continuing to be terminated by reason an Employee through such date. Notwithstanding the vesting schedule in the previous sentence, in the event Participant ceases to be an Employee as the result of Participant’s death, the estate Disability or Retirement, 100% of the Executive shall be paid all sums otherwise payable Restricted Stock Units will immediately vest in full; provided, however, that if at the time of such termination the Performance Condition has not been satisfied, then the Restricted Stock Units will vest if and to the Executive through extent the end of Performance Condition is thereafter satisfied, which will be settled at the third month after time such condition is satisfied (that is, the month Award will be settled in the calendar year in which the death Company is first able to determine whether and to what extent the Performance Condition has been satisfied). In addition, if within twelve (12) months of the Executive occurred and all bonus or other incentive benefits accrued or accruable to the Executive through the end of the month a Change in which the death of the Executive occurred and Control (i) the Company shall have no further obligations to the Executive under this Agreement. If the Executive's employment is terminated by reason of incapacity, the Executive (or the person charged with legal responsibility for the Executive's estate shall be paid all sums otherwise payable to the Executive, including the bonus and other benefits accrued or accruable to the Executive, through the date of termination specified in the Notice of Termination, and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's employment shall be terminated for Affiliate employing Participant) terminates Participant as an Employee without Cause, the Company shall pay the Executive his Base Salary through the date of termination specified in the Notice of Termination and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's employment shall be terminated by the Company, without cause, or by the Executive (ii) Participant resigns as an Employee for Good Reason, the Company shall (x) continue to pay the Executive the Base Salary (at the rate in effect on the date of such termination) for a period of two (2) years beginning as then 100% of the date Restricted Stock Units will immediately vest in full. Subject to the foregoing provisions of such termination (such two (2) year period being referred to hereinafter as this paragraph and the "Severance Period") at such intervals as provisions of the same would have been paid had the Executive remained Plan, in the active service of event Participant ceases to be an Employee for any or no reason before Participant vests in the Companyright to receive the Shares to be issued pursuant to the Restricted Stock Unit or it becomes no longer possible to satisfy the Performance Condition, the Restricted Stock Units and (y) pay the Executive a pro rata portion of the bonus or other incentive benefits to which the Executive would have been entitled for the year of termination, had the Executive remained employed for the entire year, which incentive compensation shall be payable at the time incentive compensation is payable generally under the applicable incentive plans. The executive shall have no further Participant’s right to receive any other compensation benefits or perquisites after the date of termination of employment except as determined under the terms of the employee benefit plans or programs of the Company or under applicable lawShares with respect thereto will immediately terminate.

Obligation to Pay. Except upon termination for Cause, voluntary termination by the Executive without Good Reason Reason, or termination as a result of death or disability, and further subject to Section Sections 6 and 16 below, the Company shall (i) pay the compensation specified in this Subsection 5(f) to the Executive for the period specified in this Subsection 5(f). The Company also will , (ii) continue to provide, no less frequently than monthly, life insurance benefits during the remainder of the applicable period, including the Severance Period set forth in this Subsection 5(f), and (iii) if and to the extent the Executive timely elects COBRA continuation coverage, pay the Executive, no less frequently than monthly, the cost of COBRA premiums for a period of 18 months or such lesser period as the Executive continues to have COBRA continuation coverage. If the Executive's employment shall be terminated by reason of death, the estate of the Executive shall be paid all sums otherwise payable to the Executive through the end of the third month after the month in which the death of the Executive occurred and occurred, including all bonus or other incentive benefits accrued or accruable to the Executive through the end of the month in which the death of the Executive occurred occurred, on the same basis as if the Executive had continued employment through such times, and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's employment is terminated by reason of incapacitydisability as determined under the Company' s long term disability plan, the Executive or the person charged with legal responsibility for the Executive's estate shall be paid all sums otherwise payable to the Executive, including the bonus and other benefits accrued or accruable to the Executive, on the same basis as if the Executive had continued employment through the date of termination specified in the Notice of Terminationdisability, and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's employment shall be terminated for Cause, the Company shall pay the Executive his Base Salary through the date of termination specified in the Notice of Termination and reimbursements otherwise payable to the Executive, and the Company shall have no further obligations to the Executive under this Agreement. If Unless such termination occurs within two (2) years following a Change in Control, if the Executive's employment shall be terminated by the Company, Company without cause, Cause or by the Executive for Good ReasonReason (a " Non-Change in Control Termination"), the Company shall (x) continue to pay the Executive the Base Salary (at the rate in effect on the date of such termination) for a period of two one (21) years year beginning as of six months after the date of such termination (such two one (21) year period being referred to hereinafter as the "Severance Period") at such intervals as the same would have been paid had the Executive remained in the active service of the Company, and (y) pay the Executive a pro rata portion of the bonus or other incentive benefits to which the Executive would have been entitled for the year of termination, termination had the Executive remained employed for the entire year, which incentive compensation shall be payable at the time incentive compensation is payable generally under the applicable incentive plans; provided, however, that notwithstanding the foregoing, the Executive shall not be entitled to any severance payments under clauses (x) and (y) of this sentence upon and after reaching age 65 . The executive Executive shall have no further right to receive any other compensation compensation, benefits or perquisites after the date of termination of employment except as determined under the terms of the this Agreement or any applicable employee benefit plans or programs of the Company or under applicable law. If within two (2) years following a Change in Control the Executive's employment shall be terminated by the Company without Cause or by the Executive for Good Reason (a "Change in Control Termination"), the Company shall immediately, and in all events within thirty (30) days after the date of termination, pay the Executive the sum of (x) two (2) times the Base Salary (at the rate in effect on the date of such termination), (y) a pro rata portion of the bonus or other incentive benefits to which the Executive would have been entitled for the year of termination had the Executive remained employed for the entire year, plus (z) a bonus in an amount equal to the three (3) year average of the awards received by the participant during the prior two (2) completed years and the current year's trend (based upon results through the month most recently complete prior to the termination, extrapolated for the complete year) multiplied by two (2) times. Any payment due to the Executive with respect to clause (y) and (z) that is calculated based upon the Company's Management Incentive Plan shall be reduced by any similar amounts received by the Executive under such plan. Also, notwithstanding the foregoing, in the event of a Change in Control Termination, the Company shall continue the Executive's life and group health coverage for a period of two (2) years, subject to the same payments by the Executive that the Executive was required to make prior to termination. Notwithstanding the foregoing, the Company shall be entitled to modify the group health benefits provided such modifications are applicable to all similarly situated management employees. To the extent that the Company is not able to continue life or group health benefits as a result of the terms of the applicable plans or insurance policies, the Company shall pay the Executive the cost, no less frequently than monthly, that the Executive must incur to obtain such benefits privately.

Obligation to Pay. Except upon voluntary termination by the Executive without Good Reason Reason, and subject to Section 6 below, the Company shall pay the compensation specified in this Subsection 5(f) to the Executive for the period specified in this Subsection 5(f). The Company also will continue insurance benefits during the remainder of the applicable period, including the Severance Period set forth in this Subsection 5(f). If the Executive's ’s employment shall be terminated by reason of death, the estate of the Executive shall be paid all sums otherwise payable to the Executive through the end of the third month after the month in which the death of the Executive occurred and all bonus or other incentive benefits accrued or accruable to the Executive through the end of the month in which the death of the Executive occurred and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's ’s employment is terminated by reason of incapacity, the Executive or the person charged with legal responsibility for the Executive's ’s estate shall be paid all sums otherwise payable to the Executive, including the bonus and other benefits accrued or accruable to the Executive, through the date of termination specified in the Notice of Termination, and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's ’s employment shall be terminated for Cause, the Company shall pay the Executive his Base Salary through the date of termination specified in the Notice of Termination and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's ’s employment shall be terminated by the Company, Company without cause, or by the Executive for Good Reason, the Company shall (x) continue to pay the Executive the Base Salary (at the rate in effect on the date of such termination) for a period of two one (21) years year beginning as of six months after the date of such termination (such two one (21) year period being referred to hereinafter as the "“Severance Period"”) at such intervals as the same would have been paid had the Executive remained in the active service of the Company, and (y) pay the Executive a pro rata portion of the bonus or other incentive benefits to which the Executive would have been entitled for the year of termination, termination had the Executive remained employed for the entire year, which incentive compensation shall be payable at the time incentive compensation is payable generally under the applicable incentive plans. The executive Executive shall have no further right to receive any other compensation compensation, benefits or perquisites after the date of termination of employment except as determined under the terms of the employee benefit plans or programs of the Company or under applicable law.

Obligation to Pay. Except upon termination for Cause, voluntary termination by the Executive without Good Reason Reason, or termination as a result of death or disability, and further subject to Section Sections 6 and 16 below, the Company shall (i) pay the compensation specified in this Subsection 5(f) to the Executive for the period specified in this Subsection 5(f). The Company also will , (ii) continue to provide, no less frequently than monthly, life insurance benefits during the remainder of the applicable period, including the Severance Period set forth in this Subsection 5(f), and (iii) if and to the extent the Executive timely elects COBRA continuation coverage, pay the Executive on a monthly basis the cost of COBRA premiums for a period of 18 months or such lesser period as the Executive continues to have COBRA continuation coverage. If the Executive's ’s employment shall be terminated by reason of death, the estate of the Executive shall be paid all sums Base Salary and reimbursements otherwise payable to the Executive through the end of the third month after the month in which the death of the Executive occurred and occurred, plus all bonus or other incentive benefits accrued or accruable to the Executive through the end of the month in which the death of the Executive occurred occurred, on the same basis as if the Executive had continued employment through such times, and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's ’s employment is terminated by reason of incapacitydisability as determined under the Company’s long term disability plan, the Executive or the person charged with legal responsibility for the Executive's ’s estate shall be paid all sums Base Salary and reimbursements and payments otherwise payable to the Executive, including the bonus and other benefits accrued or accruable to the Executive, on the same basis as if the Executive had continued employment through the date of disability, and the Company shall have no further obligations to the Executive under this Agreement. If the Executive’s employment shall be terminated for Cause, the Company shall pay the Executive his Base Salary through the date of termination specified in the Notice of Termination and reimbursements otherwise payable to the Executive and the Company shall have no further obligations to the Executive under this Agreement. If the Executive’s employment shall be terminated by the Company by not renewing the Agreement following the initial term or any subsequent term, the Executive shall be paid all Base Salary and reimbursements and payments otherwise payable to the Executive, including the bonus and other benefits accrued or accruable to the Executive, through the date of termination specified in the Notice of Termination, and the Company shall (x) continue to pay the Executive the Base Salary (at the rate in effect on the date of such termination) for a period of two (2) years from the date of such termination (such two (2) year period being referred to hereinafter as the “Severance Period”) on the same basis as if Executive had continued employment during the Severance Period and (y) pay the Executive a pro rata portion of the bonus or other incentive benefits to which the Executive would have been entitled for the year of termination had the Executive remained employed for the entire year which incentive compensation shall be payable at the time incentive compensation is payable generally under the applicable incentive plans; provided, however, that notwithstanding the foregoing, the Executive shall not be entitled to any severance payments under clauses (x) or (y) of this sentence upon and after reaching age 65. The Executive shall have no further obligations right to the Executive under this Agreement. If the Executive's employment shall be terminated for Causereceive any other compensation, the Company shall pay the Executive his Base Salary through benefits or perquisites after the date of termination specified in of employment except as determined under the Notice terms of Termination and this Agreement or any applicable employee benefit plans or programs of the Company shall have no further obligations to the Executive or under this Agreementapplicable law. If Unless such termination occurs within two (2) years following a Change in Control, if the Executive's ’s employment shall be terminated by the Company, Company without cause, Cause or by the Executive for Good Reason, the Company shall (x) continue to pay the Executive the Base Salary (at the rate in effect on the date of such termination) for a period of two (2) years beginning as of from the date of such termination (such two (2) year period being referred to hereinafter as the "“Severance Period"”) at such intervals as the same would have been paid had the Executive remained in the active service of the Company, and (y) pay the Executive a pro rata portion of the bonus or other incentive benefits to which the Executive would have been entitled for the year of termination, termination had the Executive remained employed for the entire year, which incentive compensation shall be payable at the time incentive compensation is payable generally under the applicable incentive plans; provided, however, that notwithstanding the foregoing, the Executive shall not be entitled to any severance payments under clauses (x) and (y) of this sentence upon and after reaching age 65. The executive Executive shall have no further right to receive any other compensation compensation, benefits or perquisites after the date of termination of employment except as determined under the terms of the this Agreement or any applicable employee benefit plans or programs of the Company or under applicable law. If within two (2) years following a Change in Control the Executive’s employment shall be terminated by the Company without Cause or by the Executive for Good Reason (a “Change in Control Termination”), the Company shall immediately pay, and in all events within thirty (30) days after the date of termination, the Executive the sum of (x) three (3) times the Base Salary (at the rate in effect on the date of such termination), (y) a pro rata portion of the bonus or other incentive benefits to which the Executive would have been entitled for the year of termination had the Executive remained employed for the entire year, plus (z) a bonus in an amount equal to the three (3) year average of the awards received by the participant during the prior two (2) completed years and the current year’s trend (based upon results through the month most recently complete prior to the termination, extrapolated for the complete year) multiplied by three (3) times. Any payment due to the Executive with respect to clause (y) and (z) that is calculated based upon the Company’s Management Incentive Plan shall be reduced by any similar amounts received by the Executive under such plan. Also, notwithstanding the foregoing, in the event of a Change in Control Termination, the Company shall continue the Executive’s life and group health coverage for a period of three (3) years, subject to the same payments by the Executive that the Executive was required to make prior to termination. Notwithstanding the foregoing, the Company shall be entitled to modify the group health benefits provided such modifications are applicable to all similarly situated management employees. To the extent that the Company is not able to continue life or group health benefits as a result of the terms of the applicable plans or insurance policies, the Company shall pay the Executive the cost, no less frequently than monthly, that the Executive must incur to obtain such benefits privately.

Obligation to Pay. Except upon termination for Cause and voluntary termination by the Executive without Good Reason Reason, and further subject to Section 6 below, the Company shall pay the compensation specified in this Subsection 5(f) to the Executive for the period specified in this Subsection 5(f). The Company also will , continue life insurance benefits during the remainder of the applicable period, including the Severance Period set forth in this Subsection 5(f), and pay Executive 18 months of COBRA premiums to continue group health coverage. If the Executive's ’s employment shall be terminated by reason of death, the estate of the Executive shall be paid all sums otherwise payable to the Executive through the end of the third month after the month in which the death of the Executive occurred and occurred, including all bonus or other incentive benefits accrued or accruable to the Executive through the end of the month in which the death of the Executive occurred and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's ’s employment is terminated by reason of incapacitydisability as determined under the Company’s long term disability plan, the Executive or the person charged with legal responsibility for the Executive's ’s estate shall be paid all sums otherwise payable to the Executive, including the bonus and other benefits accrued or accruable to the Executive, through the date of termination specified in the Notice of Terminationdisability, and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's ’s employment shall be terminated for Cause, the Company shall pay the Executive his Base Salary through the date of termination specified in the Notice of Termination and the Company shall have no further obligations to the Executive under this Agreement. . If the Executive's ’s employment shall be terminated by the Company, Company without cause, Cause or by the Executive for Good Reason, the Company shall (x) continue to pay the Executive the Base Salary (at the rate in effect on the date of such termination) for a period of two one (21) years year beginning as of six months after the date of such termination (such two one (21) year period being referred to hereinafter as the "“Severance Period"”) at such intervals as the same would have been paid had the Executive remained in the active service of the Company, and (y) pay the Executive a pro rata portion of the bonus or other incentive benefits to which the Executive would have been entitled for the year of termination, termination had the Executive remained employed for the entire year, which incentive compensation shall be payable at the time incentive compensation is payable generally under the applicable incentive plans; provided, however, that notwithstanding the foregoing, the Executive shall not be entitled to any severance payments upon and after reaching age 65 . The executive Executive shall have no further right to receive any other compensation compensation, benefits or perquisites after the date of termination of employment except as determined under the terms of the employee benefit plans or programs of the Company or under applicable law.

Obligation to Pay. Except upon voluntary termination by ------------------ the Executive without Good Reason or termination of the Executive's employment in connection with a Change in Control (in which case Section 5 shall govern) and subject to Section 6 7 below, the Company shall pay the compensation specified in this Subsection 5(f) Agreement to the Executive for the remainder of the term set forth in Section 1(b) or for the period specified in this Subsection 5(f6 (e), whichever period is the lesser. The Company also will continue insurance benefits during the remainder of the applicable period, including the Severance Period term set forth in this Subsection 5(fSection 1(b). If the Executive's employment shall be terminated by reason of death, the estate of the Executive shall be paid all sums otherwise payable to the Executive through the end of the third month after the month in which the death of the Executive occurred and all bonus or other incentive benefits accrued or accruable to the Executive through the end of the month in which the death of the Executive occurred and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's employment is terminated by reason of incapacity, the Executive or the person charged with legal responsibility for the Executive's estate shall be paid all sums otherwise payable to the Executive, including the bonus and other benefits accrued or accruable to the Executive, through the date of termination specified in the Notice of Termination, and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's employment shall be terminated for Cause, the Company shall pay the Executive his Base Salary through the date of termination specified in the Notice of Termination and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's employment shall be terminated by the Company, without cause, or by the Executive for Good Reason, the Company shall (x) continue to pay the Executive the Base Salary (at the rate in effect on the date of such termination) for a period of two (2) years beginning as of the date of such termination (such two (2) year period being referred to hereinafter as the "Severance Period") at such intervals as the same would have been paid had the Executive remained in the active service of the Company, and (y) pay the Executive a pro rata portion of the bonus or other incentive benefits to which the Executive would have been entitled for the year of termination, had the Executive remained employed for the entire year, which incentive compensation shall be payable at the time incentive compensation is payable generally under the applicable incentive plans. The executive shall have no further right to receive any other compensation benefits or perquisites after the date of termination of employment except as determined under the terms of the employee benefit plans or programs of the Company or under applicable law.

Obligation to Pay. Except upon voluntary termination by the Executive without Good Reason Reason, termination by the Company for Cause, or termination as a result of death or disability and subject to Section Sections 6 and 16 below, the Company shall (i) pay the compensation specified in this Subsection 5(f) to the Executive for the period specified in this Subsection 5(f). The Company also will , (ii) continue to provide, no less frequently than monthly, life insurance benefits during the remainder of the applicable period, including the Severance Period set forth in this Subsection 5(f), and (iii) if and to the extent the Executive timely elects COBRA continuation coverage, pay the Executive on a monthly basis the cost of COBRA premiums for a period of 18 months or such lesser period as the Executive continues to have COBRA continuation coverage. If the Executive's ’s employment shall be terminated by reason of death, the estate of the Executive shall be paid all sums Base Salary and reimbursements and payments otherwise payable to the Executive through the end of the third month after the month in which the death of the Executive occurred and occurred, including all bonus or other incentive benefits accrued or accruable to the Executive through the end of the month in which the death of the Executive occurred occurred, on the same basis as if the Executive had continued employment through such times, and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's ’s employment is terminated by reason of incapacitydisability as determined under the Company’s long term disability plan, the Executive or the person charged with legal responsibility for the Executive's ’s estate shall be paid all sums Base Salary and reimbursements and payments otherwise payable to the Executive, including the bonus and other benefits accrued or accruable to the Executive, through the date of termination specified in the Notice of Terminationdisability, and the Company shall have no further obligations to the Executive under this Agreement. If the Executive's ’s employment shall be terminated for Cause, the Company shall pay the Executive his Base Salary through the date of termination specified in the Notice of Termination and reimbursements otherwise payable to the Executive, and the Company shall have no further obligations to the Executive under this Agreement. If Unless such termination occurs within two (2) years following a Change in Control, if the Executive's ’s employment shall be terminated by the Company, Company without cause, Cause or by the Executive for Good Reason, the Executive shall be paid all Base Salary and reimbursements and payments otherwise payable to the Executive, including the bonus and other benefits accrued or accruable to the Executive through the date of termination specified in the Notice of Termination, and the Company shall (x) continue to pay the Executive the Base Salary (at the rate in effect on the date of such termination) for a period of two one (21) years year beginning as of from the date of such termination (such two one (21) year period being referred to hereinafter as the "“Severance Period"”) at such intervals as on the same would have been paid basis as if Executive had continued employment during the Executive remained in the active service of the Company, Severance Period and (y) pay the Executive a pro rata portion of the bonus or other incentive benefits to which the Executive would have been entitled for the year of termination, termination had the Executive remained employed for the entire year, year which incentive compensation shall be payable at the time incentive compensation is payable generally under the applicable incentive plans; provided, however, that notwithstanding the foregoing, the Executive shall not be entitled to any severance payments under clauses (x) or (y) of this sentence upon and after reaching age 65. The executive Executive shall have no further right to receive any other compensation compensation, benefits or perquisites after the date of termination of employment except as determined under the terms of the this Agreement or any applicable employee benefit plans or programs of the Company or under applicable law. If within two (2) years following a Change in Control the Executive’s employment shall be terminated by the Company without Cause or by the Executive for Good Reason (a “Change in Control Termination”), the Company shall immediately, and in all events within thirty (30) days after the date of termination, pay the Executive the sum of (x) two (2) times the Base Salary (at the rate in effect on the date of such termination), (y) a pro rata portion of the bonus or other incentive benefits to which the Executive would have been entitled for the year of termination had the Executive remained employed for the entire year, plus (z) a bonus in an amount equal to the three (3) year average of the awards received by the participant during the prior two (2) completed years and the current year’s trend (based upon results through the month most recently complete prior to the termination, extrapolated for the complete year) multiplied by two (2) times. Any payment due to the Executive with respect to clause (y) and (z) that is calculated based upon the Company’s Management Incentive Plan shall be reduced by any similar amounts received by the Executive under such plan. Also, notwithstanding the foregoing, in the event of a Change in Control Termination, the Company shall continue the Executive’s life and group health coverage for a period of two (2) years, subject to the same payments by the Executive that the Executive was required to make prior to termination. Notwithstanding the foregoing, the Company shall be entitled to modify the group health benefits provided such modifications are applicable to all similarly situated management employees. To the extent that the Company is not able to continue life or group health benefits as a result of the terms of the applicable plans or insurance policies, the Company shall pay the Executive the cost, no less frequently than monthly, that the Executive must incur to obtain such benefits privately.