Common use of Obligations of the Corporation Upon Termination Clause in Contracts

Obligations of the Corporation Upon Termination. (a) Termination by the Corporation Other Than for Cause, Death or Disability. If, during the Employment Period, the Corporation shall terminate the Executive's employment other than for Cause, death or Disability or the Executive shall terminate his employment for Good Reason (termination in any such case referred to as "Termination"), subject to and conditioned upon the execution by the Executive of, and his not subsequently revoking, a release substantially in the form attached hereto as Exhibit F: (i) the Corporation shall pay the Executive in a lump sum in cash within 30 days after the Date of Termination the sum of: (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) a pro rata Annual Bonus for the fiscal year in which occurs the Date of Termination, such pro rata Annual Bonus to be equal to the product of (x) the Executive's target Annual Bonus in effect under the ACP as of the Date of Termination and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), his Supplemental Retirement Benefit as determined under Section 3(c) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the "Accrued Obligations"); and (ii) the Corporation shall pay to the Executive on a monthly basis an amount equal to the Executive's Severance Compensation (defined below), payment of such Severance Compensation to commence on the last day of the month immediately following the month in which occurs the Date of Termination and to be paid on the last day of each month thereafter until the earlier to occur of (x) the last day of the month in which occurs the second anniversary of the Date of Termination or (y) the last day of the month in which the Executive attains the age of 65 (such period to be called the "Termination Period"); provided, however, that such payments shall be reduced (but not below zero) to reflect any other amounts payable to the Executive in respect of salary or bonus continuation to be received by the Executive under any severance plan, policy or arrangement of the Corporation. For purposes of this Agreement, the term "Severance Compensation" shall mean the sum of (1) one-twelfth (1/12) of the Annual Base Salary provided in Section 3(a) at the rate being paid at the time the Executive's termination of employment occurred, and (2) one-twelfth (1/12) of the Executive's target Annual Bonus in effect under the ACP for the fiscal year in which the Date of Termination occurs; and

Obligations of the Corporation Upon Termination. (a) Termination 4.1 If the Employee’s employment is terminated by the Corporation Other Than for Cause, Death or Disability. If, during Employer at any time within the Employment Change in Control Protection Period, the Corporation shall terminate the Executive's employment other than for Cause, death or Disability or is terminated by the Executive shall terminate his employment Employee for Good Reason at any time within the Change in Control Protection Period, then: (termination in any such case referred to as "Termination"), a) On the sixtieth (60th) day after the Date of Termination and subject to and conditioned upon satisfying the execution requirements of Article 55, the Corporation shall pay, or if the Employee is employed by a Subsidiary of the Executive ofCorporation, and his not subsequently revokingcause the Employer to pay, to the Employee, a release substantially in lump-sum payment equivalent to the form attached hereto as Exhibit Ffollowing: (i) the Corporation shall pay the Executive in a lump sum in cash within 30 days after the Date of Termination the sum of: (1) the Executive's all earned but unpaid Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) a pro rata Annual Bonus as well as accrued but unpaid vacation entitlements for the fiscal year in which occurs period up to and including the Date of Termination; (ii) an amount equal to two (2) times the sum of (A) the Employee’s Annual Base Salary, such pro rata Annual Bonus to be plus (B) the Employee’s target STIP opportunity as of the Date of Termination; (iii) an amount equal to the product of (xA) the Executive's Employee’s target Annual Bonus STIP opportunity for the year in effect under the ACP as of which the Date of Termination and occurs multiplied by (yB) a fraction, the numerator of which is the number of days the Employee was employed by the Employer in the current fiscal year through the Date of Termination, and the denominator of which is 365, and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), his Supplemental Retirement Benefit as determined under Section 3(c) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the "Accrued Obligations"); and (ii) the Corporation shall pay to the Executive on a monthly basis an amount equal to the Executive's Severance Compensation (defined below), payment of such Severance Compensation to commence on the last day of the month immediately following the month in which occurs the Date of Termination and to be paid on the last day of each month thereafter until the earlier to occur of (x) the last day of the month in which occurs the second anniversary of the Date of Termination or (y) the last day of the month in which the Executive attains the age of 65 (such period to be called the "Termination Period"); provided, however, that such payments shall be reduced (but not below zero) to reflect any other amounts payable to the Executive in respect of salary or bonus continuation to be received by the Executive under any severance plan, policy or arrangement of the Corporation. For purposes of this Agreement, the term "Severance Compensation" shall mean the sum of (1) one-twelfth (1/12) of the Annual Base Salary provided in Section 3(a) at the rate being paid at the time the Executive's termination of employment occurred, and (2) one-twelfth (1/12) of the Executive's target Annual Bonus in effect under the ACP for the fiscal year in which the Date of Termination occurs, and the denominator of which is 365 (unless the Employee has attained age 55 and completed 5 years of service with the Corporation, in which case the Employee shall receive a STIP payment in accordance with the STIP); (iv) an amount equivalent to the additional amounts that the Employer would have contributed to the Savings Plan (if any) following the Date of Termination had the Employee remained in full-time employment with the Employer for twenty-four (24) months immediately following the Date of Termination and had made the maximum permitted employee contributions during such period (Employer matching contribution level of 3.0%, subject to applicable legal limits under the defined contribution savings plan, plus performance contribution at the target level of 1.5%); (v) if applicable, a lump sum amount in cash with a value (reasonably determined by the Corporation on an actuarial basis determined using the same actuarial assumptions as are used at the Date of Termination for purposes of calculating lump sum payments under the SERP) equal to an amount equivalent to the sum of (A) the Employee’s additional periodic benefit that would have accrued under the Pension Plan (if any) during the twenty-four (24) month period immediately following the Date of Termination had the Employee remained in full-time employment with the Employer for such period, plus (B) the Employee’s additional periodic benefit that would have accrued under the SERP and/or any Supplemental Retirement Agreement with the Corporation that provides benefits similar to the SERP (if any) during the twenty-four (24) month period immediately following the Date of Termination had the Employee remained in full-time employment with the Employer for such period, in each case, including any early retirement supplements or subsidies that would have accrued during such 24-month period; and (vi) an amount equal to the product of (A) 24 multiplied by (B) the sum of (1) the monthly COBRA premium amount that would apply for continuation coverage of the Employee’s health, dental and vision benefits immediately following the Date of Termination (less the normal monthly amount that Employee paid for such benefits under the Corporation’s applicable benefit plans as of the Date of Termination), plus (2) the employer portion of the monthly premium for basic life and basic accidental death and dismemberment insurance in effect for the Employee as of the Date of Termination; (b) the Corporation will, or will cause the Employer to, reimburse the Employee for outplacement consulting services from a firm selected by the Employee that is acceptable to the Corporation, up to a maximum of $10,000. Payment will be made directly to the outplacement provider once invoice is received by the Corporation or the Employer. Outplacement services must begin within ninety (90) days of the Date of Termination or this benefit is forfeited, and such services shall continue no later than twelve (12) months following the Date of Termination; (c) the Corporation will recognize, or will cause the Employer to recognize, the Employee’s age and years of completed service with the Employer during the twenty-four month (24) period following the Date of Termination (as if the Employee had actively worked for the Employer for the full twenty-four (24) month period) for the purpose of calculating the Employee’s eligibility for retiree medical and retiree life insurance, and to the extent the Employee becomes eligible for such retiree medical or retiree life insurance as a result of the recognition of additional age and completed service during such period, (i) the Employee’s participation in such benefits may commence on the date on which such coverage would have first become available if the Employee had continued actively working for the Employer during such period and (ii), to the extent required to avoid adverse tax consequences to or penalties imposed on the Employee or the Employer, the Employer may treat the amounts payable or provided by the Employer in respect of periodic premiums (or an Employer subsidy with the effect of the payment of periodic premiums) for such coverage as taxable income to the Employee reported on the Employee’s Form W-2 and may withhold taxes from the Employee’s compensation or require the Employee to make other arrangements for payment of the taxes required to be withheld with respect to such amounts; (d) the Employee and the Employee’s family will continue to be eligible to access the Corporation’s Employee and Family Assistance Plan for three (3) months following the Date of Termination; (e) if the Employee holds any options, rights, performance share units, warrants or other entitlements for the purchase or acquisition of, determined with reference to, securities in the capital of the Corporation (collectively, “Options”), all such Options shall be exercisable, settled and/or forfeited in accordance with the applicable Equity Incentive Plan; and (f) except as otherwise provided in this Section 4.1, the Employee shall cease to have any rights to salary, equity awards, expense reimbursements or other compensation or benefits, except that the Employee shall be entitled to (i) any reimbursable expenses which have been incurred but are unpaid as of the Date of Termination, (ii) any plan benefits which by their terms extend beyond termination of the Employee’s employment (but only to the extent provided in any benefit plan in which the Employee has participated as an employee of the Employer and excluding any severance pay program or policy) and (iii) any benefits to which the Employee is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (COBRA). 4.2 All payments required to be paid to the Employee under this Article 44 shall be made net of any and all deductions and income and employment taxes required to be withheld by applicable law. Notwithstanding any other provision of this Agreement, neither the Corporation nor the Employer shall be obligated to guarantee any particular tax result for the Employee with respect to any payment provided to the Employee hereunder, and the Employee shall be responsible for any taxes imposed on the Employee with respect to any such payment. 4.3 There shall be no duplication of payments and benefits under this Agreement and any other change in control severance plan, program or arrangement or any other severance or compensation arrangement with the Corporation or its Subsidiaries.

Obligations of the Corporation Upon Termination. (a) Termination by Good Reason and other than for Cause Subject to the Corporation Other Than for Causelimitations of Section 5(b), Death or Disability. If, during if: (i) within two years after the Employment PeriodEffective Date of this Agreement, the Corporation shall terminate the Executive's employment for any reason other than for Cause; or (ii) within two years after the Effective Date of this Agreement, death or Disability or the Executive shall terminate his employment for Good Reason (termination in any such case referred to as "Termination"), subject to and conditioned upon the execution by the Executive of, and his not subsequently revoking, a release substantially in the form attached hereto as Exhibit FReason: (iI) the Corporation shall pay to the Executive in a lump sum in cash within 30 20 business days after the Date of Termination the sum ofaggregate of the amounts determined pursuant to the following clauses (A), (B) and (C) but reduced if required under the provisions in Clause (D), as follows: (1A) if not theretofore paid, the Executive's Annual Base Salary through the Date of Termination to at the extent not theretofore paid, rate in effect at the time the Notice of Termination was given, plus a bonus, determined in accordance with the provisions of the following clause (2) a pro rata Annual Bonus B)(ii), for that fraction of the fiscal year in which occurs completed as of the Date date the Notice of Termination, such pro rata Annual Bonus to be equal to Termination was given; and (B) three times the product sum of (xi) the Executive's target Annual Bonus annual base salary at the rate in effect under at the ACP as time the Notice of Termination was given and (ii) an amount equal to the highest bonus paid to the Executive by the Corporation or its predecessor in any of the preceding three fiscal years; and (C) during the period of three years following the Date of Termination and (y) a fraction, the numerator this period of which is the number of days in the current fiscal year through time from the Date of Termination, and the denominator of which Termination is 365, and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), his Supplemental Retirement Benefit as determined under Section 3(c) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the "Accrued ObligationsUnexpired Period"), the Corporation shall continue to provide all benefits which the Executive and/or his spouse is or would have been entitled to receive under all present and post-retirement medical, dental, vision, disability, executive life, group life, accidental death and other programs of the Corporation, including additional benefit service under the applicable retirement plan of the Corporation equal to the "Unexpired Period," in each case on a basis providing the Executive or his spouse with benefits at least equal to those provided by the Corporation for the Executive under such plans and programs in effect at any time during the 90-day period immediately preceding the Effective Date of this Agreement, subject that (i) if an Executive is terminated under the provisions of Section 5(a) or Section 5(b), and at the Date of Termination the Executive would not qualify for post-retirement benefits under the plans and programs then in effect during such 90-day period for the reason that the Executive has not reached his 55th birthday, the Executive shall nevertheless be entitled to such benefits equal to the benefits such Executive would have received if the Executive was of the age of 55 at the Date of Termination; and and (ii) the Executive and/or his spouse, as the case may be, shall receive supplemental periodic payments equal to retirement and savings plan benefits which would be payable under the applicable retirement plan of the Corporation shall pay but for limits imposed by ERISA, calculated as if the Executive (a) had been employed to the Executive on end of the Unexpired Period; (b) had retired at the age he would have attained at the end of the Unexpired Period; and (c) had earnings to the end of the Unexpired Period at a monthly basis an amount rate equal to the rate of Executive's Severance Compensation total compensation for the calendar year prior to the Effective Date of this Agreement. (defined belowD) In the event that the Executive would otherwise become entitled to any or all of the specified payments under clauses (A), payment of such Severance Compensation to commence on the last day of the month immediately following the month in which occurs the Date of Termination and to be paid on the last day of each month thereafter until the earlier to occur of (xB) the last day of the month in which occurs the second anniversary of the Date of Termination or (yC) the last day of the month in which the Executive attains the age of 65 (such period this Section 5(a)(i) or under Section 5(b) or to be called the "Termination Period"); provided, however, that such payments shall be reduced (but not below zero) to reflect any other amounts payable to the Executive in respect of salary payments or bonus continuation benefits to be received by the Executive under any severance plan, policy or arrangement in connection with a Change of Control of the Corporation. For purposes of this Agreement, the term "Severance Compensation" shall mean the sum of (1) one-twelfth (1/12) of the Annual Base Salary provided in Section 3(a) at the rate being paid at the time Corporation or the Executive's termination of employment occurred(pursuant to the terms of any plan, stock option, restricted stock, stock performance units, or other benefits or arrangement or agreement with the Corporation, or any person or entity whose actions result in a Change of Control of the Corporation, or any person or entity affiliated with the Corporation which together with the payments or benefits under Section 5(a) or Section 5(b) constitute the "Total Payments" and such Total Payments (or any part thereof) are "parachute payments" within the meaning of section 280G(b)(2) of the Code, then all "excess parachute payments" within the meaning of section 280G(b)(1) of the Code which are subject to the Excise Tax, and/or any similar tax that may hereafter be imposed by the federal or any state or local government (the "Excise Tax"), shall be reduced by an amount required to eliminate by a margin of $1,000.00 any liability for the tax under Section 4999 of the Code or any Excise tax. Such reduction shall first be applied to the amount determined under Clause B and then only to payments under Clauses A or C or the payments under Section 5(b) SUBJECT that such reduction shall not cause (i) the payment determined under Section 5(a) to be less than the payment under Section 5(b) and (2ii) that the payment determined under Section 5(b) to be less than an amount equal to six months "annual base salary" and one-twelfth half of the "bonus" pursuant to Section 5(a)B. If the reduction would cause the payment to be less than specified in the preceding clause (1/12i) or (ii), then an additional "gross up" amount shall be paid to the executive for any liability for an Excise Tax resulting from meeting the minimum payment called for under clause (i) or (ii). The amounts, reductions and payments including a "gross up" for an Excise Tax, pursuant to the preceding shall be determined by the Corporation's independent public accountants serving prior to the Change of Control. If such accountants determine one or more options which will meet the foregoing provisions the 20 business day period specified in paragraph 5(a)(iii)(l) shall be extended and the Executive shall be fully advised in writing thereof within 30 calendar days of a Change in Control and the choice of any such option shall be the sole prerogative of the Executive. The Executive shall thereupon advise the Corporation in writing within such 30 days as to the Option being chosen by the Executive and (i) such decision shall be binding on the Corporation and (ii) the payments called for shall be made by the Corporation to the Executive within five business days. (b) By the Executive in accordance with the second (i) of subparagraph (c) of Section 4 (as amended) or by the Corporation more than two years after the Effective Date. If the Executive in accordance with the second (i) of subparagraph (c) of Section 4 (as amended) or, the Corporation more than two years after the Effective Date for any reason other than cause, shall cause the termination of the Executive's target Annual Bonus employment, the Executive shall be entitled to receive the benefits specified under Clauses (A), (B), and (C) of Section (5)(a) (1) except that the words "three times" in effect under the ACP for the fiscal year Clause (B), "three years" and "thirty-six" in which the Date of Termination occurs; andClause (B) shall be substituted by "one times", "one year" and "twelve" respectively.

Obligations of the Corporation Upon Termination. (a) Termination by Good Reason and other than for Cause subject to the Corporation Other Than for Cause, Death or Disabilitylimitations of Section 5(b). If, during : (i) within two years after the Employment PeriodEffective Date of this Agreement, the Corporation shall terminate the Executive's ’s employment for any reason other than for Cause; or (ii) within two years after the Effective Date of this Agreement, death or Disability or the Executive shall terminate his employment for Good Reason (termination in any such case referred to as "Termination")Reason, subject to and conditioned upon the execution by the Executive of, and his not subsequently revoking, a release substantially in the form attached hereto as Exhibit F: (i) then: the Corporation shall pay to the Executive in a lump sum in cash within 30 days after on the first day of the seventh month following the Executive’s Separation from Service (or, if earlier, the first day of the month following the date of the Executive’s death) the aggregate of the amounts determined pursuant to the following clauses (A), (B) and (C) but reduced if required under the provisions in clause (D), as follows: (A) if not theretofore paid, the Executive’s annual base salary through the Date of Termination at the rate in effect at the time the Notice of Termination was given, plus a bonus, determined in accordance with the provisions of the following clause (B)(ii), for that fraction of the fiscal year completed as of the date the Notice of Termination was given; and (B) three times the sum of (i) the Executive’s annual base salary at the rate in effect at the time the Notice of Termination was given and (ii) an amount equal to the highest bonus paid to the Executive by the Corporation or its predecessor in any of the preceding three fiscal years; and (C) during the period of three years following the Date of Termination (this period of time from the Date of Termination is hereinafter referred to as the “Unexpired Period”), the Corporation shall continue to provide all benefits which the Executive and/or his spouse is or would have been entitled to receive under all present and post-retirement medical, dental, vision, disability, executive life, group life, accidental death and other programs of the Corporation, in each case on a basis providing the Executive or his spouse with benefits at least equal to those provided by the Corporation for the Executive under such plans and programs in effect at any time during the 90-day period immediately preceding the Effective Date of this Agreement, subject that (i) if an Executive is terminated under the provisions of Section 5(a) or Section 5(b), and at the Date of Termination the sum of: (1) Executive would not qualify for post-retirement benefits under the Executive's Annual Base Salary through plans and programs then in effect during such 90-day period for the Date of Termination reason that the Executive has not reached his 55th birthday, the Executive shall nevertheless be entitled to such benefits equal to the extent not theretofore paid, (2) a pro rata Annual Bonus for benefits such Executive would have received if the fiscal year in which occurs Executive was of the age of 55 at the Date of Termination, such pro rata Annual Bonus to be equal to the product of (x) the Executive's target Annual Bonus in effect under the ACP as of the Date of Termination ; and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), his Supplemental Retirement Benefit as determined under Section 3(c) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the "Accrued Obligations"); and (ii) the Executive and/or his spouse, as the case may be, shall receive supplemental periodic payments equal to retirement and savings plan benefits which would be payable under the applicable retirement plan of the Corporation but for limits imposed by ERISA, calculated as if the Executive (a) had been employed to the end of the Unexpired Period; (b) had retired at the age he would have attained at the end of the Unexpired Period; and (c) had earnings to the end of the Unexpired Period at a rate equal to the rate of Executive’s total compensation for the calendar year prior to the Effective Date of this Agreement. Notwithstanding anything in this Agreement to the contrary, to the extent benefits provided under this clause (C) provide a benefit that the Corporation determines is taxable to the Executive and is not otherwise excepted from the definition of “deferred compensation” under Code Section 409A, the Executive shall pay to the Executive on a monthly basis Corporation during each of the first six months following the Executive’s Separation from Service an amount equal to the Executive's Severance Compensation (defined below), payment of such Severance Compensation cost to commence on the last day Corporation of the month immediately following the month in which occurs the Date of Termination and to benefits provided during such month. Payment shall be paid due on or before the last day of each month thereafter until during which the earlier to occur benefits are provided. The Corporation shall then reimburse the Executive on the first day of the seventh month following the Executive’s Separation from Service (x) or, if earlier, the last first day of the month in which occurs following the second anniversary date of the Date Executive’s death) for all such amounts paid by the Executive to the Corporation, without interest; and (D) In the event that the Executive would otherwise become entitled to any or all of Termination the specified payments under clauses (A), (B) or (yC) of this Section 5(a) or under Section 5(b) or to any other payments or benefits to be received by the last day Executive in connection with a Change of Control of the month Corporation or the Executive’s termination of employment pursuant to the terms of any plan, stock option, restricted stock, performance stock units, or other benefits or arrangement or agreement with the Corporation, or any person or entity whose actions result in a Change of Control of the Corporation, or any person or entity affiliated with the Corporation which together with the Executive attains payments or benefits under Section 5(a) or Section 5(b) constitute the age “Total Payments” and such Total Payments (or any part thereof) are “parachute payments” within the meaning of 65 Code Section 280G(b)(2), then all “excess parachute payments” within the meaning of Code Section 280G(b)(1) which are subject to the excise tax, and/or any similar tax that may hereafter be imposed by the federal or any state or local government (such period the “Excise Tax”), shall be reduced by an amount required to eliminate by a margin of $1,000.00 any liability for the tax under Code Section 4999 or any Excise Tax. Such reduction shall first be called applied to the "Termination Period"amount determined under clause (B) and then only to payments under clauses (A) or (C) or the payments under Section 5(b); , provided, however, that such reduction shall not cause (i) the payment determined under Section 5(a) to be less than the payment under Section 5(b) or (ii) the payment determined under Section 5(b) to be less than an amount equal to six months “annual base salary” and one-half of the “bonus” pursuant to Section 5(a)(B). If the reduction would cause the payment to be less than specified in the preceding clause (i) or (ii), then an additional “gross-up” amount shall be paid to the Executive for any liability for an Excise Tax resulting from meeting the minimum payment called for under clause (i) or (ii). The amounts, reductions and payments including a “gross-up” for an Excise Tax, pursuant to the preceding shall be determined by the Corporation’s independent public accountants serving prior to the Change of Control. The amount of the “gross-up” payments shall be reduced (but not below zero) calculated by reference to reflect any other amounts payable the Excise Tax imposed on the Corporation’s payments, and the increase in the Executive’s federal, state and local taxes attributable to such “gross-up” payments, net of the reduction in U.S. federal income taxes obtained from the deduction of such state and local taxes if paid in the year the “gross-up” payments are received. The “gross-up” payments shall be made by the Corporation to the Executive in respect of salary or bonus continuation to be received by on the Executive under any severance plan, policy or arrangement first day of the Corporation. For purposes of this Agreementseventh month following the Executive’s Separation from Service (or, if earlier, the term "Severance Compensation" shall mean the sum of (1) one-twelfth (1/12) first day of the Annual Base Salary provided in Section 3(a) at month following the rate being paid at the time the Executive's termination of employment occurred, and (2) one-twelfth (1/12) date of the Executive's target Annual Bonus ’s death), but in effect under no event later than the ACP for end of the fiscal calendar year next following the calendar year in which the Executive pays the taxes to which the “gross-up” payments pertain. (b) By the Executive in accordance with Section 4(c)(ii)(A) or by the Corporation more than two years after the Effective Date. If the Executive in accordance with Section 4(c)(ii)(A), or the Corporation more than two years after the Effective Date for any reason other than cause, shall cause the termination of Termination occurs; andthe Executive’s employment, the Executive shall be entitled to receive the benefits specified under clauses (A), (B), and (C) of Section (5)(a) except that the words “three times” in clause (B) and “three years” in clause (C) shall be substituted by “one times” and “one year,” respectively. The Corporation shall pay such amounts in accordance with Section 5(a).

Obligations of the Corporation Upon Termination. (a) Termination by the Corporation Other Than for Cause, Death or Disability. If, during the Employment Period, the Corporation shall terminate the ExecutiveEmployee's employment other than for Cause, death or Disability disability or the Executive Employee shall terminate employment for Good Reason, then the Corporation shall pay to the Employee in equal monthly installments for the remainder of the term of this Agreement or 24 months, whichever is longer, the amounts set forth below: (i) To the extent not theretofore paid, the Employee's accrued salary through the Date of Termination, any bonus for a prior year that remains unpaid; and (ii) The Employee's salary for 24 months or the remainder of the term of this Agreement, whichever is longer. Additionally, after the end of the year in which his employment terminates, the Corporation shall pay Employee a pro rata portion of any bonus that would have been payable under Section 4(b) if his employment had not terminated, based on the number of days in the year that elapse before this employment terminates, divided by the number of days in the year. (b) If, during the Employment Period, the Corporation shall terminate the Employee's employment for Cause or the Employee shall terminate his employment for without Good Reason (termination in any such case referred to as "Termination")Reason, subject to and conditioned upon the execution by the Executive of, and his not subsequently revoking, a release substantially in the form attached hereto as Exhibit F:then (i) the Corporation shall pay to the Executive Employee in a lump sum in cash within 30 days after the Date of Termination to the sum of:extent not theretofore paid, the Employee's accrued salary through the Date of Termination and any bonus for a prior year that remains unpaid; and (1ii) the ExecutiveCorporation shall continue to pay Employee's Annual Base Salary through salary monthly for the 24 months that follow the Date of Termination. (c) If, during the Employment Period, the Employee is terminated due to disability, as defined in Section 9(b) hereof, then the Corporation shall pay to the Employee in a lump sum in cash within 30 days after the Date of Termination to the extent not theretofore paid, (2) a pro rata Annual Bonus for , the fiscal year in which occurs the Date of Termination, such pro rata Annual Bonus to be equal to the product of (x) the ExecutiveEmployee's target Annual Bonus in effect under the ACP as of accrued salary through the Date of Termination and (y) any bonus for a fractionprior year that remains unpaid. Additionally, after the end of the year in which his employment terminates, the numerator Corporation shall pay Employee a pro rata portion of which is any bonus that would have been payable under Section 4(b) if his employment had not terminated, based on the number of days in the current fiscal year through that elapse before this employment terminates, divided by the Date number of Termination, and days in the denominator of which is 365, andyear. (3d) any compensation previously deferred by If, during the Executive (together with any accrued interest or earnings thereon)Employment Period, his Supplemental Retirement Benefit as determined under Section 3(c) and any accrued vacation paythe Employee shall die, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the "Accrued Obligations"); and (ii) then the Corporation shall pay to the Executive on Employee's personal representative in a monthly basis an amount equal lump sum in cash within 30 days after the Date of Termination to the Executiveextent not theretofore paid, the Employee's Severance Compensation (defined below), payment of such Severance Compensation to commence on the last day of the month immediately following the month in which occurs accrued salary through the Date of Termination and to be paid on any bonus for a prior year that remains unpaid. Additionally, after the last day of each month thereafter until the earlier to occur of (x) the last day end of the month in which occurs the second anniversary of the Date of Termination or (y) the last day of the month in which the Executive attains the age of 65 (such period to be called the "Termination Period"); provided, however, that such payments shall be reduced (but not below zero) to reflect any other amounts payable to the Executive in respect of salary or bonus continuation to be received by the Executive under any severance plan, policy or arrangement of the Corporation. For purposes of this Agreement, the term "Severance Compensation" shall mean the sum of (1) one-twelfth (1/12) of the Annual Base Salary provided in Section 3(a) at the rate being paid at the time the Executive's termination of employment occurred, and (2) one-twelfth (1/12) of the Executive's target Annual Bonus in effect under the ACP for the fiscal year in which his employment terminates, the Date Corporation shall pay to Employee's personal representative a pro rata portion of Termination occurs; andany bonus that would have been payable under Section 4(b) if Employee's employment had not terminated, based on the number of days in the year that elapse before this employment terminates, divided by the number of days in the year. (e) Notwithstanding anything in this Agreement to the contrary, if Employee breaches Section 11, Employee will not thereafter be entitled to receive any further compensation or benefits pursuant to this Section 10. All payments to Employee pursuant to Sections 10(a)(ii) and 10(b)(ii) shall be solely in exchange for Employee's covenants and agreements set forth in Section 11 and shall not be deemed to be severance payments.

Obligations of the Corporation Upon Termination. (ai) Termination by the Corporation Other Than for Cause, Death or Disability. If, during the Employment Period, the Corporation shall terminate If the Executive's employment other than for Cause, death or Disability is terminated pursuant to Section 4(a) or the Executive shall terminate his employment for Good Reason (termination in any such case referred is terminated by the Corporation pursuant to as "Termination"Section 4(b), subject to and conditioned upon the execution by Corporation, as soon as practicable following the Executive ofdate of the termination of the Executive's employment, and his not subsequently revoking, a release substantially in the form attached hereto as Exhibit F: (i) the Corporation shall will pay the Executive in or his estate, as the case may be, a lump sum in cash within 30 days after the Date of Termination equal to the sum of: of (1) the Executive's Annual accrued Base Salary through the Date of Termination to the extent not theretofore paid, Salary, (2) a pro rata Annual Bonus any earned bonus for the most recently completed fiscal year in which occurs of the Date Corporation ending on, or prior to, the termination of Termination, such pro rata Annual Bonus to be equal to the product of (x) the Executive's target Annual Bonus in effect under the ACP as of the Date of Termination and (y) a fractionemployment, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), his Supplemental Retirement Benefit as determined under Section 3(c) and any accrued vacation paypay (to the extent permitted by the Corporation's vacation policy) and business expenses (payable in accordance with Section 3(g) hereof), in each case to the extent not theretofore paid. The Executive or his estate, as the case may be, shall also be entitled to any other amounts or benefits required to be paid (or provided to the sum Executive or his estate or which the Executive or his estate is entitled to receive under any plan, program, policy or practice or contract or agreement of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the "Accrued Obligations"); andCorporation. (ii) the Corporation shall pay to If the Executive on a monthly basis an amount equal is terminated other than pursuant to Section 4(a), (b) or (c), or the Executive terminates his employment pursuant to Section 4(d), (A) the Corporation, as soon as practicable following the date of the termination of the Executive's Severance Compensation (defined below)employment, payment of such Severance Compensation to commence on the last day of the month immediately following the month in which occurs the Date of Termination and to be paid on the last day of each month thereafter until the earlier to occur of (x) the last day of the month in which occurs the second anniversary of the Date of Termination or (y) the last day of the month in which will pay the Executive attains the age of 65 (such period a lump sum in cash equal to be called the "Termination Period"); provided, however, that such payments shall be reduced (but not below zero) to reflect any other amounts payable to the Executive in respect of salary or bonus continuation to be received by the Executive under any severance plan, policy or arrangement of the Corporation. For purposes of this Agreement, the term "Severance Compensation" shall mean the sum of (1) one-twelfth the accrued Base Salary, (1/122) any earned bonus for the most recently completed fiscal year of the Annual Corporation ending on, or prior to, the termination of the Executive's employment, (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), any accrued vacation pay (to the extent permitted by the Corporation's vacation policy) and business expenses (payable in accordance with Section 3(g) hereof), in each case to the extent not theretofore paid; and (B) the Corporation, in accordance with its normal payroll practices, also will pay the Executive an amount equal to the sum (1) the Base Salary provided in Section 3(a) (at the rate being paid at in effect as of the time date of the termination of the Executive's termination employment) that would have been payable to the Executive under this Employment Agreement had the Executive remained employed with the Corporation for an additional 12 months from the date of employment occurredtermination, and (2) one-twelfth (1/12) of the bonus that would have been paid to Executive's target Annual Bonus in effect under the ACP , if any, for the fiscal year in which the Date Executive's employment is terminated multiplied by a fraction, the numerator of Termination occurs; andwhich is the number of days in such fiscal year elapsed through the date of termination and the denominator of which is 365 (the payments under (1) and (2) shall be referred to herein as the "Severance Payments"). The Executive shall also be entitled to any other amounts or benefits required to be paid or provided to the Executive or which the Executive is entitled to receive under any plan, program, policy or practice or contract or agreement of the Corporation. (iii) If the Executive's employment is terminated by the Corporation pursuant to Section 4(c) or the Executive terminates his employment other than pursuant to Section 4(d), the Corporation, as soon as practicable following the date of the termination of the Executive's employment will pay the Executive a lump sum in cash equal to the sum of (1) the accrued Base Salary, (2) any earned bonus for the most recently completed fiscal year of the Corporation ending on, or prior to, the termination of the Executive's employment, (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), any accrued vacation pay (to the extent permitted by the Corporation's vacation policy) and business expenses (payable in accordance with Section 3(g) hereof), in each case to the extent not theretofore paid.

Obligations of the Corporation Upon Termination. (a) Termination 4.1 If the Employee’s employment is terminated by the Corporation Other Than for Cause, Death or Disability. If, during Employer at any time within the Employment Change in Control Protection Period, the Corporation shall terminate the Executive's employment other than for Cause, death or Disability or is terminated by the Executive shall terminate his employment Employee for Good Reason (termination at any time within the Change in any such case referred to as "Termination")Control Protection Period, subject to and conditioned upon the execution by the Executive of, and his not subsequently revoking, a release substantially in the form attached hereto as Exhibit Fthen: (ia) the Corporation shall pay the Executive in a lump sum in cash within 30 ten (10) days after the Date of Termination and subject to satisfying the requirements of Article 5, the Corporation shall pay, or if the Employee is employed by a Subsidiary of the Corporation, cause the Employer to pay, to the Employee, a lump-sum ofpayment equivalent to the following: (1i) the Executive's all earned but unpaid Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) a pro rata Annual Bonus as well as accrued but unpaid vacation entitlements for the fiscal year in which occurs period up to and including the Date of Termination; (ii) an amount equal to two (2) times the sum of (A) the Employee’s Annual Base Salary, such pro rata Annual Bonus to be plus (B) the Employee’s target STIP opportunity as of the Date of Termination; (iii) an amount equal to the product of (xA) the Executive's Employee’s target Annual Bonus STIP opportunity for the year in effect under the ACP as of which the Date of Termination and occurs multiplied by (yB) a fraction, the numerator of which is the number of days the Employee was employed by the Employer in the current fiscal year through the Date of Termination, and the denominator of which is 365, and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), his Supplemental Retirement Benefit as determined under Section 3(c) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the "Accrued Obligations"); and (ii) the Corporation shall pay to the Executive on a monthly basis an amount equal to the Executive's Severance Compensation (defined below), payment of such Severance Compensation to commence on the last day of the month immediately following the month in which occurs the Date of Termination and to be paid on the last day of each month thereafter until the earlier to occur of (x) the last day of the month in which occurs the second anniversary of the Date of Termination or (y) the last day of the month in which the Executive attains the age of 65 (such period to be called the "Termination Period"); provided, however, that such payments shall be reduced (but not below zero) to reflect any other amounts payable to the Executive in respect of salary or bonus continuation to be received by the Executive under any severance plan, policy or arrangement of the Corporation. For purposes of this Agreement, the term "Severance Compensation" shall mean the sum of (1) one-twelfth (1/12) of the Annual Base Salary provided in Section 3(a) at the rate being paid at the time the Executive's termination of employment occurred, and (2) one-twelfth (1/12) of the Executive's target Annual Bonus in effect under the ACP for the fiscal year in which the Date of Termination occurs, and the denominator of which is 365 (unless the Employee is eligible for retirement as determined in accordance with a qualified retirement plan of the Corporation, in which case the Employee shall receive a STIP payment in accordance with the STIP); (iv) an amount equivalent to the additional amounts that the Employer would have contributed to the Savings Plan following the Date of Termination had the Employee remained in full-time employment with the Employer for twenty-four (24) months immediately following the Date of Termination (Employer matching contribution level of 3.0%, plus performance contribution at the target level of 1.5%); (v) an amount equivalent to the additional amounts that the Employer would have contributed to the Employee’s Pension Plan following the Date of Termination had the Employee remained in full-time employment with the Employer for twenty-four (24) months immediately following the Date of Termination (Employer matching contribution level of 5.5%); (vi) if the Employee is a participant in the Corporation’s CN SERP, an amount equivalent to the additional amounts that the Employer would have contributed to the Employee’s CN SERP following the Date of Termination had the Employee remained in full-time employment with the Employer for twenty-four (24) months immediately following the Date of Termination; and, (vii) if the Employee is a participant in the CN SERI (or US SERP, US Pension Plan, or an individual agreement, as applicable, that provides benefits similar to the CN SERI), an amount equivalent to the estimated increase in the commuted value of the Employee’s benefit under the CN SERI (or US SERP, US Pension Plan, or individual agreement, as applicable) that would have resulted had the Employee remained in full-time employment with the Employer for the twenty-four (24) month period immediately following the Date of Termination, calculated as of the Date of Termination in accordance with the methodology and assumptions used by the Corporation to calculate benefits under the CN SERI (or US SERP, US Pension Plan, or individual agreement, as applicable) as well as any early retirement supplements or subsidies that would have accrued during such 24-month period. For the purpose of calculating such increase in the twenty-four (24) month period immediately following the Date of Termination, the Employee will be deemed to have made the maximum permitted contribution, and to have been credited with the resulting Employer contribution, to the defined contribution pension plan and to have earned a rate of return on his or her account balances within the defined contribution pension plan at a rate of return equivalent to the average annual rate of return in the twenty-four (24) month period immediately preceding the Date of Termination. (b) the Corporation will, or will cause the Employer to, permit the Employee to continue to participate in the Corporation’s medical, dental and vision care plans (subject to the Employee satisfying any eligibility requirements and the terms and conditions of such benefit plans) for a period that is equal to the earlier of twenty-four (24) months following the Date of Termination, or the date that the Employee becomes employed elsewhere and/or is covered by another benefit plan, whichever date occurs first. The Employee is required to notify the Corporation should the Employee receive alternative benefit coverage prior to the expiry of the twenty-four (24) month period immediately following the Date of Termination. In addition, the Corporation shall pay an amount equal to the product of twenty-four (24) multiplied by the employer portion of the monthly premium for basic life and basic accidental death and dismemberment insurance in effect for the Employee as of the Date of Termination. (c) the Corporation will, or will cause the Employer to, reimburse the Employee for outplacement consulting services from a firm selected by the Employee that is acceptable to the Corporation, up to a maximum of $10,000. Payment will be made directly to the outplacement provider once invoice is received by the Corporation or the Employer. Outplacement services must begin within ninety (90) days of the Date of Termination or this benefit is forfeited, and such services shall continue no later than twelve (12) months following the Date of Termination; (d) the Corporation will recognize, or will cause the Employer to recognize, the Employee’s age and years of completed service with the Employer during the twenty-four month (24) period following the Date of Termination (as if the Employee had actively worked for the Employer for the full twenty-four (24) month period) for the purpose of calculating the Employee’s eligibility for retiree medical and retiree life insurance, and to the extent the Employee becomes eligible for such retiree medical or retiree life insurance as a result of the recognition of additional age and completed service during such period, (i) the Employee’s participation in such benefits may commence on the date on which such coverage would have first become available if the Employee had continued actively working for the Employer during such period and (ii), to the extent required to avoid adverse tax consequences to or penalties imposed on the Employee or the Employer, the Employer may treat the amounts payable or provided by the Employer in respect of periodic premiums (or an Employer subsidy with the effect of the payment of periodic premiums) for such coverage as taxable income to the Employee reported on the Employee’s T4 statement and may withhold taxes from the Employee’s compensation or require the Employee to make other arrangements for payment of the taxes required to be withheld with respect to such amounts; (e) the Employee and the Employee’s family will continue to be eligible to access the Corporation’s Employee and Family Assistance Plan for three (3) months following the Date of Termination; (f) if the Employee holds any options, rights, performance share units, warrants or other entitlements for the purchase or acquisition of, determined with reference to, securities in the capital of the Corporation (collectively, “Options”), all such Options shall be exercisable, settled and/or forfeited in accordance with the applicable Equity Incentive Plan; and (g) except as otherwise provided in this Section 4.1, the Employee shall cease to have any rights to salary, equity awards, expense reimbursements or other compensation or benefits, except that the Employee shall be entitled to (i) any reimbursable expenses which have been incurred but are unpaid as of the Date of Termination, and (ii) any plan benefits which by their terms extend beyond termination of the Employee’s employment (but only to the extent provided in any benefit plan in which the Employee has participated as an employee of the Employer and excluding any severance pay program or policy). 4.2 All payments required to be paid to the Employee under this Article 4 shall be made net of any and all deductions and income and employment taxes required to be withheld by applicable law. Notwithstanding any other provision of this Agreement, neither the Corporation nor the Employer shall be obligated to guarantee any particular tax result for the Employee with respect to any payment provided to the Employee hereunder, and the Employee shall be responsible for any taxes imposed on the Employee with respect to any such payment. 4.3 There shall be no duplication of payments and benefits under this Agreement and any other change in control severance plan, program or arrangement or any other severance or compensation arrangement with the Corporation or its Subsidiaries.