Common use of Obligations of the Company Upon Termination of Executive's Employment Following a Change in Control Clause in Contracts

Obligations of the Company Upon Termination of Executive's Employment Following a Change in Control. A. If, (i) during the Effective Period, the Company terminates the Executive’s employment other than for Cause or the Executive terminates employment with the Company for Good Reason, or (ii) either (1) the Executive's employment is terminated by the Company other than for Cause prior to a Change in Control (but, only if a Change in Control actually occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (2) the Executive terminates his employment for Good Reason prior to a Change in Control (but, only if a Change in Control actually occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person or (3) the Executive's employment is terminated by the Company other than for Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (but, only if a Change in Control actually occurs), then the Company will provide the Executive with the payments and benefits specified below: (a) a cash lump sum in the amount of the Executive's annual base salary through the Date of Termination to the extent not theretofore paid; (b) a cash lump sum in the amount of the annual bonus that the Executive would receive for the year in which the Date of Termination occurs, pro-rated by multiplying such bonus amount by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365, based on actual achievement of performance and payable at the same time bonuses are paid to other executives at the Company; (c) a cash lump sum in the amount equal to the product of two times the Executive's annual base salary at the greater of (A) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable within five days following the Date of Termination; (d) a cash lump sum amount equal to the product of two times the greater of (A) the target annual cash bonus in effect for the Executive at the time Notice of Termination is given or (B) the target annual cash bonus in effect immediately preceding the Change in Control, payable within five days following the Date of Termination; and (e) the continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of two years following the Date of Termination (the "Continuation Period") to the Executive and the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein will be secondary to those provided under such other plan during such applicable period of eligibility. B. Any and all amounts paid under this Agreement in the amount of or otherwise in respect of the Executive's annual base salary and bonuses, whether or not deferred under a deferred compensation plan or program, are intended to be and will be treated as compensation under any and all retirement plans sponsored or maintained by the Company or by any Affiliate controlled by the Company; provided, however, to the extent the treatment of such amounts as compensation under a retirement plan could adversely affect such plan's qualification status, the amount of the benefits under such plan attributable to such potentially disqualifying compensation shall be paid by the Company and not pursuant to such plan. C. If the Executive's employment is terminated by reason of the Executive's death or Disability during the Term, this Agreement shall terminate automatically on the date of death or, in the event of Disability, on the Date of Termination. In the event of Executive's death or Disability during the Continuation Period, the Severance Payments will be paid or provided to the Executive, the Executive's Beneficiary and/or the Executive’s dependents under the applicable plans for the remainder of the Continuation Period. If the Executive's employment is terminated by the Company for Cause during the Term, or if the Executive terminates his employment by the Company other than for Good Reason, this Agreement shall terminate on the Date of Termination.

Obligations of the Company Upon Termination of Executive's Employment Following a Change in Control. A. If, (i) during the Effective Period, the Company terminates the Executive’s 's employment other than for Cause or the Executive terminates employment with the Company for Good Reason, or (ii) either (1) the Executive's employment is terminated by the Company other than for Cause prior to a Change in Control (but, only if a Change in Control actually occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (2) the Executive terminates his employment for Good Reason prior to a Change in Control (but, only if a Change in Control actually occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person or (3) the Executive's employment is terminated by the Company other than for Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (but, only if a Change in Control actually occurs), then the Company will provide the Executive with the payments and benefits specified below: (a) a cash lump sum in the amount of the Executive's annual base salary through the Date of Termination to the extent not theretofore paid; (b) a cash lump sum in the amount of the annual bonus that the Executive would receive for the year in which the Date of Termination occurs, pro-rated by multiplying such bonus amount by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365, based on actual achievement of performance and payable at the same time bonuses are paid to other executives at the Company; (c) a cash lump sum in the amount equal to the product of two times the Executive's annual base salary at the greater of (A) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable within five days following the Date of Termination; (d) a cash lump sum amount equal to the product of two times the greater of (A) the target annual cash bonus in effect for the Executive at the time Notice of Termination is given or (B) the target annual cash bonus in effect immediately preceding the Change in Control, payable within five days following the Date of Termination; and (e) the continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of two years following the Date of Termination (the "Continuation Period") to the Executive and the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein will be secondary to those provided under such other plan during such applicable period of eligibility. B. Any and all amounts paid under this Agreement in the amount of or otherwise in respect of the Executive's annual base salary and bonuses, whether or not deferred under a deferred compensation plan or program, are intended to be and will be treated as compensation under any and all retirement plans sponsored or maintained by the Company or by any Affiliate controlled by the Company; provided, however, to the extent the treatment of such amounts as compensation under a retirement plan could adversely affect such plan's qualification status, the amount of the benefits under such plan attributable to such potentially disqualifying compensation shall be paid by the Company and not pursuant to such plan. C. If the Executive's employment is terminated by reason of the Executive's death or Disability during the Term, this Agreement shall terminate automatically on the date of death or, in the event of Disability, on the Date of Termination. In the event of Executive's death or Disability during the Continuation Period, the Severance Payments will be paid or provided to the Executive, the Executive's Beneficiary and/or the Executive’s 's dependents under the applicable plans for the remainder of the Continuation Period. If the Executive's employment is terminated by the Company for Cause during the Term, or if the Executive terminates his employment by the Company other than for Good Reason, this Agreement shall terminate on the Date of Termination.

Obligations of the Company Upon Termination of Executive's Employment Following a Change in Control. A. If, (i) during the Effective Period, the Company terminates the Executive’s 's employment other than for Cause or the Executive terminates employment with the Company for Good Reason, or (ii) either (1) the Executive's employment is terminated by the Company other than for Cause prior to a Change in Control (but, only if a Change in Control actually occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (2) the Executive terminates his employment for Good Reason prior to a Change in Control (but, only if a Change in Control actually occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person or (3) the Executive's employment is terminated by the Company other than for Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (but, only if a Change in Control actually occurs), then the Company will provide pay the Executive with following to the payments and benefits specified belowExecutive: (a) a i. A cash lump sum in the amount of the Executive's annual base salary through the Date of Termination to the extent not theretofore paid; (b) a ii. A cash lump sum in the amount of the target annual bonus that the Executive would receive for the year in which the Date of Termination occurs, pro-rated rationed by multiplying such bonus amount by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365, based on actual achievement of performance and payable at the same time bonuses are paid to other executives at the Company; (c) a cash lump sum iii. Cash in the an amount equal to the product of two one times the Executive's annual base salary at the greater of (A) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable within five days in equal monthly installments over a period of one year following the Date of TerminationTermination (the "Salary Continuation Period"); (d) a cash iv. A lump sum cash amount equal to the product of two one times the greater of (A) the target annual cash bonus in effect for the Executive at the time Notice of Termination is given or (B) the target annual cash bonus in effect immediately preceding the Change in Control, payable within five days following the Date of Termination; andgiven; (e) the v. The continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of two years following the Date of Termination (the "Salary Continuation Period") Period to the Executive and the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein will be secondary to those provided under such other plan during such applicable period of eligibility.; B. Any and all amounts paid under this Agreement in the amount of or otherwise in respect of the Executive's annual base salary and bonuses, whether or not deferred under a deferred compensation plan or program, are intended to be and will be treated as compensation "Compensation" for purposes of determining Compensation under any and all retirement plans sponsored or maintained by the Company or by any Affiliate affiliate controlled by the Company; provided, provided however, to the extent the treatment of such amounts as compensation Compensation under a retirement plan could adversely affect such plan's qualification status, the amount of the benefits under such plan attributable to such potentially disqualifying compensation Compensation shall be paid by the Company and not pursuant to such plan. C. If the Executive's employment is terminated by reason of the Executive's death or Disability during the TermTerm of this Agreement, this Agreement shall terminate automatically on the date of death or, in the event of Disability, on the Date of Termination. In the event of the Executive's death or Disability during the Salary Continuation Period, the Severance Payments severance payments and benefits listed in paragraph 4 of this Agreement will be paid or provided to the Executive, the Executive's Beneficiary and/or the Executive’s dependents under the applicable plans for the remainder of the Salary Continuation Period. If the Executive's employment is terminated by the Company other than for Cause Cause, death or Disability during the Termterm of this Agreement, or if the Executive terminates his employment by the Company other than for death, Disability or Good Reason, this Agreement shall terminate on the Date of Termination.

Obligations of the Company Upon Termination of Executive's Employment Following a Change in Control. A. If, (i) during the Effective Period, the Company terminates the Executive’s 's employment other than for Cause or the Executive terminates employment with the Company for Good Reason, or (ii) either (1) the Executive's employment is terminated by the Company other than for Cause prior to a Change in Control (but, only if a Change in Control actually occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (2) the Executive terminates his employment for Good Reason prior to a Change in Control (but, only if a Change in Control actually occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person or (3) the Executive's employment is terminated by the Company other than for Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (but, only if a Change in Control actually occurs), then the Company will provide the Executive with the payments and benefits specified below: (a) a cash lump sum in the amount of the Executive's annual base salary through the Date of Termination to the extent not theretofore paid; (b) a cash lump sum in the amount of the annual bonus that the Executive would receive for the year in which the Date of Termination occurs, pro-rated by multiplying such bonus amount by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365, based on actual achievement of performance and payable at the same time bonuses are paid to other executives at the Company; (c) a cash lump sum in the amount equal to the product of two three times the Executive's annual base salary at the greater of (A) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable within five days following the Date of Termination; (d) a cash lump sum amount equal to the product of two three times the greater of (A) the target annual cash bonus in effect for the Executive at the time Notice of Termination is given or (B) the target annual cash bonus in effect immediately preceding the Change in Control, payable within five days following the Date of Termination; and (e) the continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of two three years following the Date of Termination (the "Continuation Period") to the Executive and the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein will be secondary to those provided under such other plan during such applicable period of eligibility. B. Any and all amounts paid under this Agreement in the amount of or otherwise in respect of the Executive's annual base salary and bonuses, whether or not deferred under a deferred compensation plan or program, are intended to be and will be treated as compensation under any and all retirement plans sponsored or maintained by the Company or by any Affiliate controlled by the Company; provided, however, to the extent the treatment of such amounts as compensation under a retirement plan could adversely affect such plan's qualification status, the amount of the benefits under such plan attributable to such potentially disqualifying compensation shall be paid by the Company and not pursuant to such plan. C. If the Executive's employment is terminated by reason of the Executive's death or Disability during the Term, this Agreement shall terminate automatically on the date of death or, in the event of Disability, on the Date of Termination. In the event of Executive's death or Disability during the Continuation Period, the Severance Payments will be paid or provided to the Executive, the Executive's Beneficiary and/or the Executive’s 's dependents under the applicable plans for the remainder of the Continuation Period. If the Executive's employment is terminated by the Company for Cause during the Term, or if the Executive terminates his employment by the Company other than for Good Reason, this Agreement shall terminate on the Date of Termination.

Obligations of the Company Upon Termination of Executive's Employment Following a Change in Control. A. (a) If, (i) during the Effective Period, the Company terminates the Executive’s employment other than for Cause or the Executive terminates employment with the Company for Good Reason, or (ii) either (1) the Executive's employment is terminated by the Company other than for Cause prior to a Change in Control (but, only if a Change in Control actually occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (2) the Executive terminates his employment for Good Reason prior to a Change in Control (but, only if a Change in Control actually occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person or (3) the Executive's employment is terminated by the Company other than for Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (but, only if a Change in Control actually occurs), then the Company will provide pay the Executive with following to the payments and benefits specified belowExecutive: (ai) a cash lump sum Cash in the amount of the Executive's ’s annual base salary through the Date of Termination to the extent not theretofore paid; (bii) a cash lump sum Cash in the amount of the highest annual bonus that received by the Executive would receive for the year in which the Date of Termination occurs, pro-rated by multiplying such bonus amount by the fraction obtained by dividing the number of days in the year through three years immediately preceding the Date Notice of Termination by 365, based on actual achievement of performance and payable at the same time bonuses are paid to other executives at the CompanyTermination; (ciii) a cash lump sum Cash in the an amount equal to the product of two three times the Executive's ’s annual base salary at the greater of (A) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable within five days following the Date of Terminationin a lump sum; (div) a cash A lump sum cash amount equal to the product of two three times the greater of (A) the target highest annual cash bonus in effect for received by the Executive at in the time Notice of Termination is given or (B) the target annual cash bonus in effect three years immediately preceding the Change in ControlNotice of Termination; (v) A lump sum cash amount equal to compensation previously deferred by the Executive, payable within five days following and all interest and earnings accrued thereon to the Date of Termination; and, under any and all nonqualified deferred compensation plans sponsored or maintained by the Company or by any affiliate controlled by the Company, including without limitation the Non-qualified Retirement Plans, in effect and in which the Executive was a participant, on the Date of Termination, unless the Executive elects to defer such payment in accordance with the terms of the Non-qualified Retirement Plans; (evi) the The continuation of the provision of health insurancemedical, dental insurance and life insurance benefits for a period of two three years following the Date of Termination (the "Continuation Period") to the Executive and the Executive's ’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare medical, dental and/or life insurance benefits under another employer provided plan, the medical and other welfare medical, dental and/or life insurance benefits described herein will be secondary to those provided under such other plan during such applicable period cease; and (vii) The acceleration of eligibility. B. Any vesting and all amounts paid under this Agreement in the amount continued accrual of or otherwise in respect of the Executive's annual base salary and bonuses, whether or not deferred under a deferred compensation plan or program, are intended to be and will be treated as compensation benefits under any and all defined benefit retirement plans sponsored or maintained by the Company or by any Affiliate affiliate controlled by the Company; provided, however, to including without limitation the extent the treatment of such amounts as compensation under a retirement plan could adversely affect such plan's qualification status, the amount of the benefits under such plan attributable to such potentially disqualifying compensation shall be paid by the Company Non-qualified and not pursuant to such plan. C. If the Executive's employment is terminated by reason of the Executive's death or Disability during the Term, this Agreement shall terminate automatically on the date of death orQualified Plans, in effect on and in which the event of Disability, Executive was a Participant on the Date of Termination. In , in each case for a period of three years, but in no event beyond the event of Executive's death date that the Executive or Disability during the Continuation Period, the Severance Payments will be paid or provided to the Executive, the Executive's Beneficiary and/or the Executive’s dependents spouse begins to receive benefits under the applicable plans for the remainder of the Continuation Period. If the Executive's employment is terminated by the Company for Cause during the Term, or if the Executive terminates his employment by the Company other than for Good Reason, this Agreement shall terminate on the Date of Terminationsuch plan.

Obligations of the Company Upon Termination of Executive's Employment Following a Change in Control. A. (a) If, (i) during the Effective Period, the Company terminates the Executive’s employment other than for Cause or the Executive terminates employment with the Company for Good Reason, or (ii) either (1) the Executive's employment is terminated by the Company other than for Cause prior to a Change in Control (but, only if a Change in Control actually occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (2) the Executive terminates his employment for Good Reason prior to a Change in Control (but, only if a Change in Control actually occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person or (3) the Executive's employment is terminated by the Company other than for Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (but, only if a Change in Control actually occurs), then the Company will provide pay the Executive with following to the payments and benefits specified belowExecutive: (ai) a cash lump sum Cash in the amount of the Executive's ’s annual base salary through the Date of Termination to the extent not theretofore paid; (bii) a cash lump sum Cash in the amount of the highest annual bonus that received by the Executive would receive for the year in which the Date of Termination occurs, pro-rated by multiplying such bonus amount by the fraction obtained by dividing the number of days in the year through three years immediately preceding the Date Notice of Termination by 365, based on actual achievement of performance and payable at the same time bonuses are paid to other executives at the CompanyTermination; (ciii) a cash lump sum Cash in the an amount equal to the product of two times the Executive's ’s annual base salary at the greater of (A) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable within five days following the Date of Terminationin a lump sum; (div) a cash A lump sum cash amount equal to the product of two times the greater of (A) the target highest annual cash bonus in effect for received by the Executive at in the time Notice of Termination is given or (B) the target annual cash bonus in effect three years immediately preceding the Change in ControlNotice of Termination; (v) A lump sum cash amount equal to compensation previously deferred by the Executive, payable within five days following and all interest and earnings accrued thereon to the Date of Termination; and, under any and all nonqualified deferred compensation plans sponsored or maintained by the Company or by any affiliate controlled by the Company, including without limitation the Non-qualified Retirement Plans, in effect and in which the Executive was a participant, on the Date of Termination, unless the Executive elects to defer such payment in accordance with the terms of the Non-qualified Retirement Plans; (evi) the The continuation of the provision of health insurancemedical, dental insurance and life insurance benefits for a period of two years following the Date of Termination (the "Continuation Period") to the Executive and the Executive's ’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare medical, dental and/or life insurance benefits under another employer provided plan, the medical and other welfare medical, dental and/or life insurance benefits described herein will be secondary to those provided under such other plan during such applicable period cease; and (vii) The acceleration of eligibility. B. Any vesting and all amounts paid under this Agreement in the amount continued accrual of or otherwise in respect of the Executive's annual base salary and bonuses, whether or not deferred under a deferred compensation plan or program, are intended to be and will be treated as compensation benefits under any and all defined benefit retirement plans sponsored or maintained by the Company or by any Affiliate affiliate controlled by the Company; provided, however, to including without limitation the extent the treatment of such amounts as compensation under a retirement plan could adversely affect such plan's qualification status, the amount of the benefits under such plan attributable to such potentially disqualifying compensation shall be paid by the Company Non-qualified and not pursuant to such plan. C. If the Executive's employment is terminated by reason of the Executive's death or Disability during the Term, this Agreement shall terminate automatically on the date of death orQualified Plans, in effect on and in which the event of Disability, Executive was a Participant on the Date of Termination. In , in each case for a period of three years, but in no event beyond the event of Executive's death date that the Executive or Disability during the Continuation Period, the Severance Payments will be paid or provided to the Executive, the Executive's Beneficiary and/or the Executive’s dependents spouse begins to receive benefits under the applicable plans for the remainder of the Continuation Period. If the Executive's employment is terminated by the Company for Cause during the Term, or if the Executive terminates his employment by the Company other than for Good Reason, this Agreement shall terminate on the Date of Terminationsuch plan.

Obligations of the Company Upon Termination of Executive's Employment Following a Change in Control. A. (a) If, (i) during the Effective Period, the Company terminates the Executive’s employment other than for Cause or the Executive terminates employment with the Company for Good Reason, or (ii) either (1) the Executive's employment is terminated by the Company other than for Cause prior to a Change in Control (but, only if a Change in Control actually occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (2) the Executive terminates his employment for Good Reason prior to a Change in Control (but, only if a Change in Control actually occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person or (3) the Executive's employment is terminated by the Company other than for Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (but, only if a Change in Control actually occurs), then the Company will provide pay the Executive with following to the payments and benefits specified belowExecutive: (ai) a cash A lump sum in cash amount equal to the amount of the Executive's ’s annual base salary through the Date of Termination to the extent not theretofore paid; (bii) a cash A lump sum in cash amount equal to the amount of the target annual bonus that the Executive would receive for the year in which the Date of Termination occurs, pro-rated rationed by multiplying such bonus amount by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365, based on actual achievement of performance and payable at the same time bonuses are paid to other executives at the Company; (ciii) a cash A lump sum in the cash amount equal to the product of two times the Executive's ’s annual base salary at the greater of (A) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable within five days following the Date of Termination; (div) a cash A lump sum cash amount equal to the product of two times the greater of (A) the target annual cash bonus in effect for the Executive at the time Notice of Termination is given or given; (v) A lump sum cash amount equal to (A x B) ÷ C, where: “A” equals twenty-four (24); “B” equals the target annual cash bonus in effect immediately preceding monthly cost of coverage under the Change in Control, payable within five days following the Date of Termination; and (e) the continuation of the provision of Company’s health insurance, dental insurance and life insurance benefits for a period of two years following the Date of Termination (the "Continuation Period") to the Executive and the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company benefit plans as in effect and applicable generally to other peer executives the Executive and their families his or her family members during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at whichever results in the election greatest benefit; and “C” equals an assumed tax gross-up percentage of sixty percent (60%); and (vi) A lump sum cash amount equal to (A) the present value of the Executive; providedbenefit that would be paid by the FBL Financial Group Retirement Plan and the FBL Financial Group Supplemental Retirement Plan, however, that if in effect on and in which the Executive becomes re-employed with another employer was a Participant on the Date of Termination, assuming (I) the Executive is given credit for additional years of service beyond the Date of Termination equal to the Post Employment Continuation Period for purposes of vesting and is eligible to receive medical or other welfare benefits under another employer provided planaccrual of years of service, and (II) the medical and other welfare benefits described herein will be secondary to those provided under such other plan during such applicable period of eligibility. B. Any and all amounts paid under this Agreement subparagraphs 4(a)(iii) and 4(a)(iv) were paid in monthly installments over the Post Employment Continuation Period for purposes of computing average compensation, minus (B) the amount of or otherwise in respect equal to the actual present value of the Executive's annual base salary benefit that would be paid by the FBL Financial Group Retirement Plan and bonusesthe FBL Financial Group Supplemental Retirement Plan without taking into account the assumptions described immediately above in (I) and (II). The lump sum cash amount payable under this subparagraph 4(a)(vi) shall be paid pursuant to the provisions of this Agreement, whether or and shall not deferred under a deferred compensation plan or program, are intended be deemed to be and will be treated as compensation a payment under any and all retirement plans sponsored or maintained by the Company or by any Affiliate controlled by the Company; provided, however, to the extent the treatment of such amounts as compensation under a retirement plan could adversely affect such plan's qualification status, the amount provisions of the benefits FBL Financial Group Retirement Plan or the FBL Financial Group Supplemental Retirement Plan. The interest rate and actuarial factors used to determine the present value under such plan attributable this subparagraph 4(a)(vi) shall be the same interest rate and actuarial factors used under the FBL Financial Group Retirement Plan and the FBL Financial Group Supplemental Retirement Plan, as applicable. All amounts payable pursuant to such potentially disqualifying compensation this subparagraph 4(a) shall be paid by the Company and not pursuant to such plan. C. If the Executive within thirty (30) days following the Executive's employment is terminated by reason of the Executive's death or Disability during the Term, this Agreement shall terminate automatically on the date of death or, in the event of Disability, on the ’s Date of Termination. In If the event of Executive's death or Disability during Executive shall have become entitled to the Continuation Periodseverance payments and benefits listed under this subparagraph 4(a) and the Executive dies prior to his receipt thereof, the Severance Payments then such payments and benefits will be paid or provided to the Executive, ’s Beneficiary at the Executive's Beneficiary and/or same time and in the Executive’s dependents under the applicable plans for the remainder of the Continuation Period. If the Executive's employment is terminated by the Company for Cause during the Term, or if same form as the Executive terminates his employment by would have received such payments and benefits had the Company other than for Good Reason, this Agreement shall terminate on the Date of TerminationExecutive survived.

Obligations of the Company Upon Termination of Executive's Employment Following a Change in Control. A. (a) If, (i) during the Effective Period, the Company terminates the Executive’s employment other than for Cause or the Executive terminates employment with the Company for Good Reason, or (ii) either (1) the Executive's employment is terminated by the Company other than for Cause prior to a Change in Control (but, only if a Change in Control actually occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (2) the Executive terminates his employment for Good Reason prior to a Change in Control (but, only if a Change in Control actually occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person or (3) the Executive's employment is terminated by the Company other than for Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (but, only if a Change in Control actually occurs), then the Company will provide pay the Executive with following to the payments and benefits specified belowExecutive: (ai) a cash A lump sum in cash amount equal to the amount of the Executive's ’s annual base salary through the Date of Termination to the extent not theretofore paid; (bii) a cash A lump sum in cash amount equal to the amount of the target annual bonus that the Executive would receive for the year in which the Date of Termination occurs, pro-rated rationed by multiplying such bonus amount by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365, based on actual achievement of performance and payable at the same time bonuses are paid to other executives at the Company; (ciii) a cash A lump sum in the cash amount equal to the product of two three times the Executive's ’s annual base salary at the greater of (A) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable within five days following the Date of Termination; (div) a cash A lump sum cash amount equal to the product of two three times the greater of (A) the target annual cash bonus in effect for the Executive at the time Notice of Termination is given or given; (v) A lump sum cash amount equal to (A x B) ÷ C, where: “A” equals thirty-six (36); “B” equals the target annual cash bonus in effect immediately preceding monthly cost of coverage under the Change in Control, payable within five days following the Date of Termination; and (e) the continuation of the provision of Company’s health insurance, dental insurance and life insurance benefits for a period of two years following the Date of Termination (the "Continuation Period") to the Executive and the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company benefit plans as in effect and applicable generally to other peer executives the Executive and their families his or her family members during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at whichever results in the election greatest benefit; and “C” equals an assumed tax gross-up percentage of sixty percent (60%); and (vi) A lump sum cash amount equal to (A) the present value of the Executive; providedbenefit that would be paid by the FBL Financial Group Retirement Plan and the FBL Financial Group Supplemental Retirement Plan, however, that if in effect on and in which the Executive becomes re-employed with another employer was a Participant on the Date of Termination, assuming (I) the Executive is given credit for additional years of service beyond the Date of Termination equal to the Post Employment Continuation Period for purposes of vesting and is eligible to receive medical or other welfare benefits under another employer provided planaccrual of years of service, and (II) the medical and other welfare benefits described herein will be secondary to those provided under such other plan during such applicable period of eligibility. B. Any and all amounts paid under this Agreement subparagraphs 4(a)(iii) and 4(a)(iv) were paid in monthly installments over the Post Employment Continuation Period for purposes of computing average compensation, minus (B) the amount of or otherwise in respect equal to the actual present value of the Executive's annual base salary benefit that would be paid by the FBL Financial Group Retirement Plan and bonusesthe FBL Financial Group Supplemental Retirement Plan without taking into account the assumptions described immediately above in (I) and (II). The lump sum cash amount payable under this subparagraph 4(a)(vi) shall be paid pursuant to the provisions of this Agreement, whether or and shall not deferred under a deferred compensation plan or program, are intended be deemed to be and will be treated as compensation a payment under any and all retirement plans sponsored or maintained by the Company or by any Affiliate controlled by the Company; provided, however, to the extent the treatment of such amounts as compensation under a retirement plan could adversely affect such plan's qualification status, the amount provisions of the benefits FBL Financial Group Retirement Plan or the FBL Financial Group Supplemental Retirement Plan. The interest rate and actuarial factors used to determine the present value under such plan attributable this subparagraph 4(a)(vi) shall be the same interest rate and actuarial factors used under the FBL Financial Group Retirement Plan and the FBL Financial Group Supplemental Retirement Plan, as applicable. All amounts payable pursuant to such potentially disqualifying compensation this subparagraph 4(a) shall be paid by the Company and not pursuant to such plan. C. If the Executive within thirty (30) days following the Executive's employment is terminated by reason of the Executive's death or Disability during the Term, this Agreement shall terminate automatically on the date of death or, in the event of Disability, on the ’s Date of Termination. In If the event of Executive's death or Disability during Executive shall have become entitled to the Continuation Periodseverance payments and benefits listed under this subparagraph 4(a) and the Executive dies prior to his receipt thereof, the Severance Payments then such payments and benefits will be paid or provided to the Executive, ’s Beneficiary at the Executive's Beneficiary and/or same time and in the Executive’s dependents under the applicable plans for the remainder of the Continuation Period. If the Executive's employment is terminated by the Company for Cause during the Term, or if same form as the Executive terminates his employment by would have received such payments and benefits had the Company other than for Good Reason, this Agreement shall terminate on the Date of TerminationExecutive survived.

Obligations of the Company Upon Termination of Executive's Employment Following a Change in Control. A. If, (i) during the Effective Period, the Company terminates the Executive’s employment other than for Cause or the Executive terminates employment with the Company for Good Reason, or (ii) either (1) the Executive's employment is terminated by the Company other than for Cause prior to a Change in Control (but, only if a Change in Control actually occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (2) the Executive terminates his employment for Good Reason prior to a Change in Control (but, only if a Change in Control actually occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person or (3) the Executive's employment is terminated by the Company other than for Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (but, only if a Change in Control actually occurs), then the Company will provide the Executive with the payments and benefits specified below: (a) a cash lump sum in the amount of the Executive's annual base salary through the Date of Termination to the extent not theretofore paid; (b) a cash lump sum in the amount of the annual bonus that the Executive would receive for the year in which the Date of Termination occurs, pro-rated by multiplying such bonus amount by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365, based on actual achievement of performance and payable at the same time bonuses are paid to other executives at the Company; (c) a cash lump sum in the amount equal to the product of two three times the Executive's annual base salary at the greater of (A) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable within five days following the Date of Termination; (d) a cash lump sum amount equal to the product of two three times the greater of (A) the target annual cash bonus in effect for the Executive at the time Notice of Termination is given or (B) the target annual cash bonus in effect immediately preceding the Change in Control, payable within five days following the Date of Termination; and (e) the continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of two three years following the Date of Termination (the "Continuation Period") to the Executive and the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein will be secondary to those provided under such other plan during such applicable period of eligibility. B. Any and all amounts paid under this Agreement in the amount of or otherwise in respect of the Executive's annual base salary and bonuses, whether or not deferred under a deferred compensation plan or program, are intended to be and will be treated as compensation under any and all retirement plans sponsored or maintained by the Company or by any Affiliate controlled by the Company; provided, however, to the extent the treatment of such amounts as compensation under a retirement plan could adversely affect such plan's qualification status, the amount of the benefits under such plan attributable to such potentially disqualifying compensation shall be paid by the Company and not pursuant to such plan. C. If the Executive's employment is terminated by reason of the Executive's death or Disability during the Term, this Agreement shall terminate automatically on the date of death or, in the event of Disability, on the Date of Termination. In the event of Executive's death or Disability during the Continuation Period, the Severance Payments will be paid or provided to the Executive, the Executive's Beneficiary and/or the Executive’s dependents under the applicable plans for the remainder of the Continuation Period. If the Executive's employment is terminated by the Company for Cause during the Term, or if the Executive terminates his employment by the Company other than for Good Reason, this Agreement shall terminate on the Date of Termination.