Common use of Obligations of the Corporation Clause in Contracts

Obligations of the Corporation. A. Within fifteen (15) days after a Severance of Employment or at such earlier time as may be required by law, the Corporation shall pay to the Executive: 1. The full amount of any earned but unpaid base salary through the date of the Severance of Employment, plus a cash payment for all unused vacation time which the Executive has accrued as of the Severance of Employment. 2. If and only if the Corporation has made a final and good faith determination prior to the Severance of Employment as to the amount, if any, of Executive's bonus for any quarter prior to the quarter during which the Severance of Employment occurs (the "Severance Quarter") but such bonus has not been paid prior to the Severance of Employment, a bonus equal to the amount, if any, so determined. 3. If and only if the Corporation has not made a final and good faith determination prior to the Severance of Employment as to Executive's bonus, if any, for any quarter prior to the Severance Quarter, a bonus equal to the bonus, if any, that the Executive would have received in the absence of a Severance of Employment, as determined by the Corporation in good faith. B. Within thirty (30) days after a Severance of Employment, the Corporation shall pay to the Executive an amount equal to three (3) times the average annual compensation (annualized for short or incomplete years) earned by the Executive from the Corporation which was includible in the Executive's gross income for federal income tax purposes during the five-taxable-year period (or period of actual service, if less than five years) immediately preceding the taxable year of the Change in Control, less one dollar. The Executive shall be eligible to make contributions to the Corporation's Section 401(k) plan from amounts payable to the Executive under Article III.A and this paragraph. C. Within forty-five (45) days after the end of the Severance Quarter, the Corporation shall pay to the Executive a bonus for the Severance Quarter in an amount equal to the bonus, if any, that the Executive would have received in the absence of a Severance of Employment, as determined by the Corporation in good faith. Such bonus shall be prorated for the portion of the Severance Quarter prior to the Severance of Employment. D. Within thirty (30) days after a Severance of Employment, the Corporation shall establish an irrevocable trust and contribute to it an amount equal to the Executive's deferred compensation account under the Deferred Compensation Plan of 1995 and/or under other similar or successor plans of the Corporation (the "Plan"). The trust shall conform to the model "rabbi trust" agreement provided by the Internal Revenue Service in Revenue Procedure 92-64, as revised from time to time, and shall be structured as an unfunded arrangement. The trustee of the trust shall be Boston Safe Deposit and Trust Company, or its successor in interest, or if Boston Safe Deposit and Trust Company is unable or unwilling to serve for any reason, such other financial institution selected mutually by the Corporation and the Executive. E. In the event of the Executive's death after Severance of Employment and prior to payment to the Executive of amounts due under this Agreement, such payment shall be made to the Executive's surviving spouse, issue by right of representation, or estate, in that order. F. The Corporation shall deduct from any payments to Executive under this Agreement amounts that the Corporation is required to withhold and pay either to government agencies on behalf of the Executive or under court order to any person.

Obligations of the Corporation. A. Within fifteen (15) days after a Severance of Employment or at such earlier time as may be required by law, the Corporation shall pay to the Executive: 1. The full amount of any earned but unpaid base salary through the date of the Severance of Employment, plus a cash payment for all unused vacation time which the Executive has accrued as of the Severance of Employment. 2. If and only if the Corporation has made a final and good faith determination prior to the Severance of Employment as to the amount, if any, of Executive's ’s earned but unpaid bonus for any quarter the performance period (or periods) prior to the quarter performance period during which the Severance of Employment occurs (the "“Severance Quarter") but such bonus has not been paid prior to the Severance of EmploymentPeriod”), a bonus an amount equal to the amount, if any, so determinedany such amount (or amounts). 3. If and only if the Corporation has not made a final and good faith determination prior to the Severance of Employment as to Executive's bonusthe amount, if any, of Executive’s earned but unpaid bonus for any quarter the performance period (or periods) prior to the Severance QuarterPeriod, a bonus an amount equal to the bonus, if any, bonus (or bonuses) that the Executive would have received in the absence of a Severance of EmploymentEmployment in respect of such period (or periods), as determined by the Corporation in good faith. B. Within thirty (30) days after a Severance of Employment, the Corporation shall pay to the Executive an amount equal to three (3) times the average of Executive’s annual compensation (annualized base salary and bonus for short or incomplete years) earned by the Executive from the Corporation which was includible in the Executive's gross income for federal income tax purposes during the five-consecutive-taxable-year period (or shorter period of actual service, if less than five years) immediately preceding that includes the taxable year of the Change in Corporate Control, less one dollar. Solely for purposes of determining such average, the Executive’s bonus shall be annualized for short or incomplete years (if the Executive shall have received a pro-rated award) and shall be deemed to be the target amount for the taxable year of the Change in Corporate Control. The Executive shall be eligible to make contributions to the Corporation's ’s Section 401(k) plan from amounts payable to the Executive under Article III.A and this paragraph. C. Within forty-five (45) days after the end a Severance of the Severance QuarterEmployment, the Corporation shall pay to the Executive a pro-rated bonus for award at the target amount in respect of the performance period in which the Severance Quarter in an amount equal to of Employment occurs based on the bonus, if any, that the Executive would have received in the absence of a Severance of Employment, as determined by the Corporation in good faith. Such bonus shall be prorated for the portion percentage of the Severance Quarter prior to performance period that has elapsed as of the date of the Severance of Employment. D. Within thirty (30) days after a Severance of Employment, the Corporation shall establish an irrevocable trust and contribute to it an amount equal to the Executive's deferred compensation account under the Deferred Compensation Plan of 1995 and/or under other similar or successor plans of the Corporation (the "Plan"). The trust shall conform to the model "rabbi trust" agreement provided by the Internal Revenue Service in Revenue Procedure 92-64, as revised from time to time, and shall be structured as an unfunded arrangement. The trustee of the trust shall be Boston Safe Deposit and Trust Company, or its successor in interest, or if Boston Safe Deposit and Trust Company is unable or unwilling to serve for any reason, such other financial institution selected mutually by the Corporation and the Executive. E. In the event of the Executive's ’s death after Severance of Employment and prior to payment to the Executive of amounts due under this Agreement, such payment shall be made to the Executive's ’s surviving spouse, issue by right of representation, or estate, in that order. F. E. The Corporation shall deduct from any payments to Executive under this Agreement amounts that the Corporation is required to withhold and pay either to government agencies on behalf of the Executive or under court order to any person. F. The Executive shall be entitled to full Excise Tax Restoration Payments such that in the event that it is determined that any payment of any type to or for the benefit of the Executive made by the Parent Corporation, by any of its affiliates, by any person who acquires ownership or effective control or ownership of a substantial portion of the assets of the Parent Corporation (within the meaning of section 280G of the Code or by any affiliate of such person, whether paid or payable pursuant to the terms of this Agreement or otherwise, including the accelerated vesting of stock options or other equity-based awards (the “Total Payments”), would be subject to the excise tax imposed by section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (an “Excise Tax Restoration Payment”) in an amount that shall fund the payment by the Executive of any Excise Tax on the Total Payments as well as all income taxes imposed on the Excise Tax Restoration Payment, any Excise Tax imposed on the Excise Tax Restoration Payment and any interest or penalties imposed with respect to taxes on the Excise Tax Restoration or any Excise Tax. With respect to each payment that is subject to the Excise Tax, the related Excise Tax Restoration Payment shall be paid to the Executive on, or as soon as practicable following, the payment date (and in any event, such Excise Tax Restoration Payment shall be paid to the Executive by the end of the calendar year next following the calendar year in which the Executive remits the Excise Tax). G. Notwithstanding any provision to the contrary in the Agreement, if the Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s termination benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-month period measured from the date of the Executive’s “separation from service” (as such term is defined in the Treasury Regulations issued under Section 409A of the Code) with the Corporation and the Parent Corporation or (b) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments deferred pursuant to this Section III.G shall be paid in a lump sum to the Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein.

Obligations of the Corporation. A. Within fifteen (15) days after a an Involuntary Severance of Employment or at such earlier time as may be required by law, the Corporation shall pay to the Executive: 1. The full amount of any earned but unpaid base salary through the date of the Involuntary Severance of Employment, plus a cash payment for all unused vacation time which the Executive has accrued as of the Involuntary Involuntary Severance of Employment. 2. If and only if the Corporation has made a final and good faith determination prior to the Involuntary Severance of Employment as to the amount, if any, of Executive's bonus for any quarter prior to the quarter during which the Involuntary Severance of Employment occurs (the "Severance Quarter") but such bonus has not been paid prior to the Involuntary Severance of Employment, a bonus equal to the amount, if any, so determined. 3. If and only if the Corporation has not made a final and good faith determination prior to the Involuntary Severance of Employment as to Executive's bonus, if any, for any quarter prior to the Severance Quarter, a bonus equal to the bonus, if any, that the Executive would have received in the absence of a an Involuntary Severance of Employment, as determined by the Corporation in good faith. B. Within thirty (30) days after a an Involuntary Severance of Employment, the Corporation shall pay to the Executive an amount equal to three (3) times the average annual compensation (annualized for short or incomplete years) earned by the Executive from the Corporation which was includible in the Executive's gross income for federal income tax purposes during the five-taxable-year period (or period of actual service, if less than five years) immediately preceding the taxable year of the Change in Control, less one dollar. The Executive shall be eligible to make contributions to the Corporation's Section 401(k) plan from amounts payable to the Executive under Article III.A and this paragraph. C. Within forty-five (45) days after the end of the Severance Quarter, the Corporation shall pay to the Executive a bonus for the Severance Quarter in an amount equal to the bonus, if any, that the Executive would have received in the absence of a an Involuntary Severance of Employment, as determined by the Corporation in good faith. Such bonus shall be prorated for the portion of the Severance Quarter prior to the Involuntary Severance of Employment. D. Within thirty (30) days after a an Involuntary Severance of Employment, the Corporation shall establish an irrevocable trust and contribute to it an amount equal to the Executive's deferred compensation account under the Deferred Compensation Plan of 1995 and/or under other similar or successor plans of the Corporation (the "Plan"). The trust shall conform to the model "rabbi trust" agreement provided by the Internal Revenue Service in Revenue Procedure 92-64, as revised from time to time, and shall be structured as an unfunded arrangement. The trustee of the trust shall be Boston Safe Deposit and Trust Company, or its successor in interest, or if Boston Safe Deposit and Trust Company is unable or unwilling to serve for any reason, such other financial institution selected mutually by the Corporation and the Executive. E. In the event of the Executive's death after an Involuntary Severance of Employment and prior to payment to the Executive of amounts due under this Agreement, such payment shall be made to the Executive's surviving spouse, issue by right of representation, or estate, in that order. F. The Corporation shall deduct from any payments to Executive under this Agreement amounts that the Corporation is required to withhold and pay either to government agencies on behalf of the Executive or under court order to any person.

Obligations of the Corporation. A. Within fifteen (15) days after a Severance of Employment or at such earlier time as may be required by law, the Corporation shall pay to the Executive: 1. The full amount of any earned but unpaid base salary through the date of the Severance of Employment, plus a cash payment for all unused vacation time which the Executive has accrued as of the Severance of Employment. 2. If and only if the Corporation has made a final and good faith determination prior to the Severance of Employment as to the amount, if any, of Executive's ’s earned but unpaid bonus for any quarter the performance period (or periods) prior to the quarter performance period during which the Severance of Employment occurs (the "“Severance Quarter") but such bonus has not been paid prior to the Severance of EmploymentPeriod”), a bonus an amount equal to the amount, if any, so determinedany such amount (or amounts). 3. If and only if the Corporation has not made a final and good faith determination prior to the Severance of Employment as to Executive's bonusthe amount, if any, of Executive’s earned but unpaid bonus for any quarter the performance period (or periods) prior to the Severance QuarterPeriod, a bonus an amount equal to the bonus, if any, bonus (or bonuses) that the Executive would have received in the absence of a Severance of EmploymentEmployment in respect of such period (or periods), as determined by the Corporation in good faith. B. Within thirty (30) days after a Severance of Employment, the Corporation shall pay to the Executive an amount equal to three (3) times the average of Executive’s annual compensation (annualized base salary and bonus for short or incomplete years) earned by the Executive from the Corporation which was includible in the Executive's gross income for federal income tax purposes during the five-consecutive-taxable-year period (or shorter period of actual service, if less than five years) immediately preceding that includes the taxable year of the Change in Corporate Control, less one dollar. Solely for purposes of determining such average, the Executive’s bonus shall be annualized for short or incomplete years (if the Executive shall have received a pro-rated award) and shall be deemed to be the target amount for the taxable year of the Change in Corporate Control. The Executive shall be eligible to make contributions to the Corporation's ’s Section 401(k) plan from amounts payable to the Executive under Article III.A and this paragraph. C. Within forty-five (45) days after the end a Severance of the Severance QuarterEmployment, the Corporation shall pay to the Executive a pro-rated bonus for award at the target amount in respect of the performance period in which the Severance Quarter in an amount equal to of Employment occurs based on the bonus, if any, that the Executive would have received in the absence of a Severance of Employment, as determined by the Corporation in good faith. Such bonus shall be prorated for the portion percentage of the Severance Quarter prior to performance period that has elapsed as of the date of the Severance of Employment. D. Within thirty (30) days after a Severance of Employment, the Corporation shall establish an irrevocable trust and contribute to it an amount equal to the Executive's ’s deferred compensation account under the Deferred Compensation Plan of 1995 and/or under other similar or successor plans of the Corporation (the "“Plan"”). The trust shall conform to the model "“rabbi trust" ” agreement provided by the Internal Revenue Service in Revenue Procedure 92-64, as revised from time to time, and shall be structured as an unfunded arrangement. The trustee of the trust shall be Boston Safe Deposit and Trust Company, or its successor in interest, or if Boston Safe Deposit and Trust Company is unable or unwilling to serve for any reason, such other financial institution selected mutually by the Corporation and the Executive. E. In the event of the Executive's ’s death after Severance of Employment and prior to payment to the Executive of amounts due under this Agreement, such payment shall be made to the Executive's ’s surviving spouse, issue by right of representation, or estate, in that order. F. The Corporation shall deduct from any payments to Executive under this Agreement amounts that the Corporation is required to withhold and pay either to government agencies on behalf of the Executive or under court order to any person. G. The Executive shall be entitled to full Excise Tax Restoration Payments such that in the event that it is determined that any payment of any type to or for the benefit of the Executive made by the Parent Corporation, by any of its affiliates, by any person who acquires ownership or effective control or ownership of a substantial portion of the assets of the Parent Corporation (within the meaning of section 280G of the Code or by any affiliate of such person, whether paid or payable pursuant to the terms of this Agreement or otherwise, including the accelerated vesting of stock options or other equity-based awards (the “Total Payments”), would be subject to the excise tax imposed by section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (an “Excise Tax Restoration Payment”) in an amount that shall fund the payment by the Executive of any Excise Tax on the Total Payments as well as all income taxes imposed on the Excise Tax Restoration Payment, any Excise Tax imposed on the Excise Tax Restoration Payment and any interest or penalties imposed with respect to taxes on the Excise Tax Restoration or any Excise Tax.