Common use of Other Than for Cause, Death or Disability Clause in Contracts

Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Employee’s employment other than for Cause, death or Disability: (i) the Company shall pay to the Employee the following amounts within thirty (30) days after the Date of Termination, or with respect to the amounts set forth in Sections 4(a)(i)(B) and 4(a)(i)(C), if later, within eight (8) days after the Employee’s execution and delivery (without revocation) of a “Waiver and Release” in substantially the form attached hereto as Exhibit A (the “Release”), which Release must be delivered (and not revoked) not later than twenty-one (21) days after the Date of Termination (or such longer period of time permitted by the Company or required by applicable law, but in no event later than the latest business day that is not more than two months after the end of the calendar year in which the Date of Termination occurs) (the “Release Deadline”): (A) a lump sum in cash equal to the sum of (1) the Employee’s Annual Base Salary and any accrued vacation pay through the Date of Termination, (2) the Employee’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs (other than any portion of such Annual Bonus that was previously deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder) if such bonus has not been paid as of the Date of Termination, and (3) the Employee’s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by the Employee prior to the Date of Termination in accordance with the applicable Company policy, in the case of each of clauses (1) through (3), to the extent not theretofore paid (the sum of the amounts described in clauses (1) through (3) shall be hereinafter referred to as the “Accrued Obligations”); and (B) subject to the Employee’s delivery (and non-revocation) of the Release not later than the Release Deadline, a lump sum in cash equal to 1.5 times the sum of (1) the Employee’s Annual Base Salary and (2) the Target Bonus; and (C) subject to the Employee’s delivery (and non-revocation) of the Release not later than the Release Deadline, a lump sum in cash equal to eighteen (18) months of premiums based on the premium rate charged by the Company as in effect on the Date of Termination for the health care continuation coverage mandated by the Consolidated Omnibus Budget Reconciliation Act for the type of coverage for which the Employee is enrolled as of immediately prior to the Date of Termination less any employee contribution amount that the Employee would have otherwise paid if the Employee were actually employed by the Company or any of its affiliated companies during the eighteen (18) month period immediately following the Date of Termination (based on the employee contribution rates as in effect on the Date of Termination); (ii) the Company shall, at its sole expense as incurred, provide the Employee with outplacement services, the scope and provider of which shall be selected by the Employee in the Employee’s sole discretion, provided that the cost of such outplacement shall not exceed $25,000; and provided, further, that such outplacement benefits shall end not later than one year following the Date of Termination; (iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee any other amounts or benefits required to be paid or provided or that the Employee is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”) in accordance with the terms of the underlying plans or agreements. Notwithstanding the foregoing provisions of Section 4(a)(i), in the event that the Employee is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer as in effect on the Date of Termination) (a “Specified Employee”), amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that would otherwise be payable under Section 4(a)(i) during the six-month period immediately following the Date of Termination (other than the Accrued Obligations) shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”) determined as of the Date of Termination, on the first business day after the date that is six months following the Employee’s “separation from service” within the meaning of Section 409A of the Code (the “409A Payment Date”).

Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Employee’s employment other than for Cause, death Disability or DisabilityDeath, or if the Employee shall terminate his employment for any reason: (i) the Company shall pay to the Employee the following amounts in a lump sum in cash within thirty (30) days after the Date of Termination, or with respect to the amounts set forth in Sections 4(a)(i)(B) and 4(a)(i)(C), if later, within eight (8) days after the Employee’s execution and delivery (without revocation) of a “Waiver and Release” in substantially the form attached hereto as Exhibit A (the “Release”), which Release must be delivered (and not revoked) not later than twenty-one (21) 30 days after the Date of Termination (or such longer period of time permitted by the Company or required by applicable law, but in no event later than the latest business day that is not more than two months after the end aggregate of the calendar following amounts: A. to the extent not theretofore paid, the Employee’s Highest Base Salary through the Date of Termination; and B. the product of (x) the Annual Bonus paid or payable to the Employee for the last full fiscal year (if any) ending during the Employment Period or, if higher, the Annual Bonus paid to the Employee for the last full fiscal year prior to the Effective Date (as applicable, the “Recent Bonus”) and (y) a fraction, the numerator of which is the number of days in which the current fiscal year through the Date of Termination occursand the denominator of which is 365; and C. the product of (x) two and (the “Release Deadline”): (Ay) a lump sum in cash equal to the sum of (1i) the Employee’s Annual Highest Base Salary and (ii) the Recent Bonus; and D. in the case of compensation previously deferred by the Employee, all amounts previously deferred (together with any accrued interest thereon) and not yet paid by the Company, and any accrued vacation pay through the Date of Termination, (2) the Employee’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs (other than any portion of such Annual Bonus that was previously deferred, which portion shall instead be not yet paid in accordance with the applicable deferral arrangement and any election thereunder) if such bonus has not been paid as of the Date of Termination, and (3) the Employee’s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by the Employee prior to the Date of Termination in accordance with the applicable Company policy, in the case of each of clauses (1) through (3), to the extent not theretofore paid (the sum of the amounts described in clauses (1) through (3) shall be hereinafter referred to as the “Accrued Obligations”)Company; and (Bii) subject to for the Employee’s delivery (and non-revocation) remainder of the Release not later than the Release DeadlineEmployment Period, a lump sum in cash equal to 1.5 times the sum of (1) the Employee’s Annual Base Salary and (2) the Target Bonus; and (C) subject to the Employee’s delivery (and non-revocation) of the Release not later than the Release Deadline, a lump sum in cash equal to eighteen (18) months of premiums based on the premium rate charged by the Company or such longer period as in effect on the Date of Termination for the health care continuation coverage mandated by the Consolidated Omnibus Budget Reconciliation Act for the type of coverage for which the Employee is enrolled as of immediately prior to the Date of Termination less any employee contribution amount that the Employee would have otherwise paid if the Employee were actually employed by the Company or any of its affiliated companies during the eighteen (18) month period immediately following the Date of Termination (based on the employee contribution rates as in effect on the Date of Termination); (ii) the Company shall, at its sole expense as incurred, provide the Employee with outplacement services, the scope and provider of which shall be selected by the Employee in the Employee’s sole discretion, provided that the cost of such outplacement shall not exceed $25,000; and provided, further, that such outplacement benefits shall end not later than one year following the Date of Termination; (iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee any other amounts or benefits required to be paid or provided or that the Employee is eligible to receive under any plan, program, policy or practice or contract or agreement of policy may provide, the Company and its affiliated companies through shall continue benefits to the Date of Termination (such other amounts and benefits shall be hereinafter referred Employee and/or the Employee’s family at least equal to as the “Other Benefits”) those which would have been provided to them in accordance with the terms plans, programs, practices and policies described in Section 3 (b) (iv) of this Agreement if the underlying plans or agreements. Notwithstanding the foregoing provisions of Section 4(a)(i)Employee’s employment had not been terminated, in the event that the Employee is a “specified employee” (within the meaning of Section 409A of the Code including medical and with such classification to be determined dental insurance and life insurance, in accordance with the methodology established by most favorable plans, practices, programs or policies of the applicable employer Company during the 90-day period immediately preceding the Effective Date or, if more favorable to the Employee, as in effect at any time during the Employment Period with respect to other key employees and their families and for purposes of eligibility for retiree benefits pursuant to such plans, practices, programs and policies, the Employee shall be considered to have remained employed until the end of the Employment Period and to have retired on the Date last day of Termination) (a “Specified Employee”), amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that would otherwise be payable under Section 4(a)(i) during the six-month period immediately following the Date of Termination (other than the Accrued Obligations) shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”) determined as of the Date of Termination, on the first business day after the date that is six months following the Employee’s “separation from service” within the meaning of Section 409A of the Code (the “409A Payment Date”)such period.

Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Employee’s employment other than for Cause, death or Disability: (i) the Company shall pay to the Employee the aggregate of the following amounts in a lump sum in cash within thirty (30) days after the Date of Termination, or with respect to the amounts set forth in Sections 4(a)(i)(B) and 4(a)(i)(C), if later, within eight (8) days after the Employee’s execution and delivery (without revocation) of a “Waiver and Release” in substantially the form attached hereto as Exhibit A (the “Release”), which Release must be delivered (and not revoked) not later than twenty-one (21) 21 days after the Date of Termination (or such longer period of time permitted by the Company or required by applicable lawCompany, but in no event later than the latest business day that is not more than two months after the end of the calendar year in which the Date of Termination occurs) (the “Release Deadline”): (A) a lump sum in cash equal to the sum of (1) the Employee’s Annual Base Salary and any accrued vacation pay through the Date of Termination, (2) the Employee’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs (other than any portion of such Annual Bonus that was previously deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder) if such bonus has not been paid as of the Date of Termination, and (3) the Employee’s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by the Employee prior to the Date of Termination in accordance with the applicable Company policy, in the case of each of clauses (1) through (3), to the extent not theretofore paid (the sum of the amounts described in clauses (1) through (3) shall be hereinafter referred to as the “Accrued Obligations”); and (B) subject to the Employee’s delivery (and non-revocation) of the Release not later than the Release Deadline, a lump sum in cash an amount equal to 1.5 times the sum of (1) the Employee’s Annual Base Salary and (2) the Target Bonus; and (C) subject to the Employee’s delivery (and non-revocation) of the Release not later than the Release Deadline, a lump sum in cash an amount equal to eighteen (18) months of premiums based on the premium rate charged by the Company as in effect on the Date of Termination for the health care continuation coverage mandated by the Consolidated Omnibus Budget Reconciliation Act for the type of coverage for which the Employee is enrolled as of immediately prior to the Date of Termination less any employee contribution amount that the Employee would have otherwise paid if the Employee were actually employed by the Company or any of its affiliated companies during the eighteen (18) month period immediately following the Date of Termination (based on the employee contribution rates as in effect on the Date of Termination); (ii) the Company shall, at its sole expense as incurred, provide the Employee with outplacement services, the scope and provider of which shall be selected by the Employee in the Employee’s sole discretion, provided that the cost of such outplacement shall not exceed $25,000; and provided, further, that such outplacement benefits shall end not later than one year following the Date of Termination; (iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee any other amounts or benefits required to be paid or provided or that the Employee is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”) in accordance with the terms of the underlying plans or agreements). Notwithstanding the foregoing provisions of Section 4(a)(i), in the event that the Employee is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer as in effect on the Date of Terminationemployer) (a “Specified Employee”), amounts ) and if any payment that constitute “nonqualified the Employee becomes entitled to under this Agreement is considered deferred compensation” compensation within the meaning of Section 409A of the Code Code, amounts (other than the Accrued Obligations) that would otherwise be payable under Section 4(a)(i) during the six-month period immediately following the Date of Termination (other than the Accrued Obligations) shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”) determined as of the Date of Termination), on the first business day after the date that is six months following the Employee’s “separation from service” within the meaning of Section 409A of the Code (the “409A Payment Date”).

Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the EmployeeExecutive’s employment other than for Cause, death Cause or DisabilityDisability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Employee the following amounts Executive in a lump sum in cash within thirty (30) days after the Date of Termination, or with respect to the amounts set forth in Sections 4(a)(i)(B) and 4(a)(i)(C), if later, within eight (8) days after the Employee’s execution and delivery (without revocation) of a “Waiver and Release” in substantially the form attached hereto as Exhibit A (the “Release”), which Release must be delivered (and not revoked) not later than twenty-one (21) 30 days after the Date of Termination (or such longer period of time permitted by the Company or required by applicable law, but in no event later than the latest business day that is not more than two months after the end aggregate of the calendar year in which the Date of Termination occurs) (the “Release Deadline”):following amounts: (A) a lump sum in cash equal to A. the sum of (1) the EmployeeExecutive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (i) the Recent Annual Bonus and (ii) the Annual Bonus paid or payable, including any accrued vacation pay bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the “Highest Annual Bonus”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, (2) and the Employee’s Annual Bonus for the fiscal year immediately preceding the fiscal year in denominator of which the Date of Termination occurs (other than any portion of such Annual Bonus that was previously deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder) if such bonus has not been paid as of the Date of Termination, is 365 and (3) the Employee’s business expenses that have not been reimbursed any compensation previously deferred by the Company as of the Date of Termination that were incurred by the Employee prior to the Date of Termination in accordance Executive (together with the applicable Company policyany accrued interest or earnings thereon) and any accrued vacation pay, in the each case of each of clauses (1) through (3), to the extent not theretofore paid (the sum of the amounts described in clauses (1) through ), (2), and (3) shall be hereinafter referred to as the “Accrued Obligations”); and (B) subject B. the amount equal to the Employee’s delivery product of (1) and non-revocation(2) of the Release not later than the Release Deadline, a lump sum in cash equal to 1.5 times the sum of (1x) the EmployeeExecutive’s Annual Base Salary and (2y) the Target Highest Annual Bonus; and (C) subject C. an amount equal to the Employeecontributions to the Executive’s delivery (and non-revocation) of account in the Release not later than Company’s Profit Sharing Plan which the Release Deadline, a lump sum in cash equal to eighteen (18) months of premiums based on Executive would receive if the premium rate charged by the Company as in effect on Executive’s employment continued for years after the Date of Termination assuming for this purpose that all such contributions are fully vested, and, and assuming that the health care continuation coverage mandated Company’s contribution to the Profit Sharing Plan in each such year is in an amount equal to the greatest amount contributed by the Consolidated Omnibus Budget Reconciliation Act for Company in any of the type of coverage for which the Employee is enrolled as of immediately three years ending prior to the Effective Date. (ii) for years after the Executive’s Date of Termination less any employee contribution amount that Termination, or such longer period as may be provided by the Employee terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have otherwise paid been provided to them in accordance with the plans, programs, practices and policies described in Section 4 (b)(iv) of the Agreement if the Employee were actually employed by Executive’s employment has not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company or any of and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed 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 shall be secondary to those provided under such other plan during the eighteen (18) month such applicable period immediately following the Date of Termination (based on the employee contribution rates as in effect on the Date of Termination);eligibility. (iiiii) the Company shall, at its sole expense as incurred, provide the Employee Executive with outplacement services, out placement services the scope and provider of which shall be selected by the Employee Executive in the Employee’s his sole discretion, provided that the cost of such outplacement shall not exceed $25,000; and provided, further, that such outplacement benefits shall end not later than one year following the Date of Termination;and (iiiiv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee Executive any other amounts or benefits required to be paid or provided or that which the Employee Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”) in accordance with the terms of the underlying plans or agreements. Notwithstanding the foregoing provisions of Section 4(a)(i), in the event that the Employee is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer as in effect on the Date of Termination) (a “Specified Employee”), amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that would otherwise be payable under Section 4(a)(i) during the six-month period immediately following the Date of Termination (other than the Accrued Obligations) shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”) determined as of the Date of Termination, on the first business day after the date that is six months following the Employee’s “separation from service” within the meaning of Section 409A of the Code (the “409A Payment Date”).

Other Than for Cause, Death or Disability. If, during the Employment Period, the Company CCBF shall terminate the Employee’s Executive's employment other than for Cause, death or Disability:, or Executive shall terminate his employment for Good Reason (and, in each case, other than in connection with a Change of Control), then in consideration of Executive's services rendered prior to such termination; (i) the Company CCBF and CCB Bank shall pay to the Employee the following amounts Executive a lump sum in cash within thirty (30) days after the Date of Termination, or with respect to the amounts set forth in Sections 4(a)(i)(B) and 4(a)(i)(C), if later, within eight (8) days after the Employee’s execution and delivery (without revocation) of a “Waiver and Release” in substantially the form attached hereto as Exhibit A (the “Release”), which Release must be delivered (and not revoked) not later than twenty-one (21) 30 days after the Date of Termination (or such longer period of time permitted by the Company or required by applicable law, but in no event later than the latest business day that is not more than two months after the end aggregate of the calendar year in which the Date of Termination occurs) (the “Release Deadline”):following amounts: (A) a lump sum in cash equal to A. the sum of (1) the Employee’s Annual Executive's Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) Executive's aggregate cash bonus for the last completed fiscal year, whether paid under Section 6(b) above and/or otherwise paid to Executive ("Most Recent Annual Bonus"), and any accrued vacation pay (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, (2) and the Employee’s Annual Bonus for the fiscal year immediately preceding the fiscal year in denominator of which the Date of Termination occurs (other than any portion of such Annual Bonus that was previously deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder) if such bonus has not been paid as of the Date of Terminationis 365, and (3) the Employee’s business expenses that have not been reimbursed any compensation previously deferred by the Company as of the Date of Termination that were incurred by the Employee prior to the Date of Termination in accordance Executive (together with the applicable Company policyany accrued interest or earnings thereon) and any accrued vacation pay, in the each case of each of clauses (1) through (3), to the extent not theretofore paid (the sum of the amounts described in clauses (1) through ), (2), and (3) shall be hereinafter referred to as the “"Accrued Obligations”"); and B. the amount equal to the product of (1) the number of days remaining in the Employment Period from and after the Date of Termination (the "Remaining Employment Period"), and (2) Executive's Base Salary divided by 365; and C. the amount equal to the product of (1) the number of days in the Remaining Employment Period, and (2) Executive's Most Recent Annual Bonus divided by 365; and D. an amount equal to the excess of (a) the actuarial equivalent of Executive's benefits under the Benefit Plans that are qualified defined benefit retirement plans (utilizing actuarial assumptions no less favorable to Executive than those in effect under the CCB Financial Corporation Retirement Plan on the Date of Termination) and any Benefit Plans that are excess or supplemental retirement plans in which Executive participates which Executive would receive if Executive's employment continued throughout the Remaining Employment Period, assuming for this purpose that all accrued benefits are fully vested and assuming that Executive's compensation in each remaining year of the Employment Period is the Base Salary plus the Most Recent Annual Bonus, over (b) the actuarial equivalent of Executive's actual benefits (paid or payable), if any, under such Benefit Plans as of the Date of Termination; and (ii) CCBF shall immediately grant, if not theretofore granted for the fiscal year in which the Date of Termination occurs, an award under the LTIP of the same type and in the same quantative amount as awarded to Executive under the LTIP for the previous fiscal year (the "Most Recent LTIP Award"), which award shall be vested and non- forfeitable as of the Date of Termination (assuming for calculation purposes that the LTIP's superior performance objective for such fiscal year has been met) and shall be exercisable on and after the first day subsequent to the six (6) months following the date of grant; and (iii) To the extent Executive's award under the EMIP for the previous fiscal year was not an award of a cash bonus, CCBF shall immediately grant, if not theretofore granted for the fiscal year in which the Date of Termination occurs, an award under the EMIP of the same type and in the same quantative amount as the non-cash award awarded to Executive under the EMIP for the previous fiscal year (the "Most Recent EMIP Award"), which award shall be distributed as of the Date of Termination (assuming for calculation purposes that the EMIP's maximum performance objective for such fiscal year has been met); and (Biv) subject for the Remaining Employment Period, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, CCBF and CCB Bank shall continue to provide benefits to Executive and/or Executive's family at least equal to those which would have been provided to them in accordance with the Employee’s delivery (and non-revocationWelfare Benefit Plans described in Section 6(d) of this Agreement if Executive's employment had not been terminated; provided, however, that if Executive becomes re-employed with another employer and is eligible to receive substantially the Release same benefits under the other employer's plans as Executive would receive under the Welfare Benefit Plans under this item (iv), the benefits under the Welfare Benefit Plans shall be secondary to those provided under such other employer's plans during such applicable period of eligibility. For purposes of determining eligibility and years-of- service credit (but not later than the Release Deadlinetime of commencement of benefits) of Executive for retiree benefits pursuant to such Welfare Benefit Plans, a lump sum in cash equal Executive shall be considered to 1.5 times have remained employed throughout the sum Remaining Employment Period and to have retired on the last day of (1) the Employee’s Annual Base Salary and (2) the Target Bonussuch period; and (C) subject to the Employee’s delivery (and non-revocation) of the Release not later than the Release Deadline, a lump sum in cash equal to eighteen (18) months of premiums based on the premium rate charged by the Company as in effect on the Date of Termination for the health care continuation coverage mandated by the Consolidated Omnibus Budget Reconciliation Act for the type of coverage for which the Employee is enrolled as of immediately prior to the Date of Termination less any employee contribution amount that the Employee would have otherwise paid if the Employee were actually employed by the Company or any of its affiliated companies during the eighteen (18) month period immediately following the Date of Termination (based on the employee contribution rates as in effect on the Date of Termination); (ii) the Company shall, at its sole expense as incurred, provide the Employee with outplacement services, the scope and provider of which shall be selected by the Employee in the Employee’s sole discretion, provided that the cost of such outplacement shall not exceed $25,000; and provided, further, that such outplacement benefits shall end not later than one year following the Date of Termination; (iiiv) to the extent not theretofore paid or provided, the Company CCBF and CCB Bank shall timely pay or provide to the Employee Executive any other amounts or benefits required to be paid or provided herein or that the Employee which Executive is eligible to receive under any Welfare Benefit Plan or any other plan, program, policy or practice or contract or agreement of the Company and its affiliated companies through the Date of Termination CCBF or CCB Bank (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”"); and (vi) in accordance with the terms all options to acquire capital stock of the underlying plans or agreements. Notwithstanding the foregoing provisions of Section 4(a)(i)CCBF ("Options") previously granted to Executive, in the event including those awarded under item (ii) above, that the Employee is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer as in effect are unvested on the Date of Termination) (a “Specified Employee”)Termination shall be deemed vested, amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that would otherwise be payable under Section 4(a)(i) during the six-month period immediately following the Date of Termination (other than the Accrued Obligations) shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”) determined fully exercisable and non- forfeitable as of the Date of TerminationTermination and all previously granted Options that are vested, but unexercised, on the first business day after Date of Termination shall remain exercisable, in each case for the period during which they would have been exercisable absent the termination of Executive's employment; and (vii)During the Remaining Employment Period, CCBF and CCB Bank shall maintain the Split Dollar Agreement and continue to pay all premiums due under the Split Dollar Agreement and the Insurance Policy; provided, however, that upon or at any time prior to the expiration of the Remaining Employment Period, Executive or the then owner of the Insurance Policy may terminate the Split Dollar Agreement and the Collateral Assignment by paying to CCBF and/or CCB Bank an amount equal to the total amount of the premiums advanced by CCBF and/or CCB Bank in accordance with the Split Dollar Agreement as of the date that is six months following the Employee’s “separation from service” within the meaning of Section 409A of the Code termination of the Split Dollar Agreement, minus any withdrawals of cash value or loans proceeds received by CCBF and/or CCB Bank from the cash value of the Insurance Policy and which were made to CCBF and/or CCB Bank as of the date of the termination of the Split Dollar Agreement (such payment may, in the discretion of Executive or other owner of the policy, be made in cash or may be accomplished by means of a loan or withdrawal of cash values of the Insurance Policy which is authorized by the Executive or such other owner of the Insurance Policy) (the “409A Payment Date”"Insurance Policy Buy- Out Option"); (viii) provided, however, that notwithstanding any provision of this Agreement to the contrary, Executive shall forfeit his right to receive, or, to the extent such amounts have previously been paid to Executive, shall repay in full to CCBF or CCB Bank, as applicable, with interest at 8% per annum within 30 days of a final determination of Executive's liability therefor as set forth below, the sum of the amounts described in Section 8(a)(i)(B) and (C) of this Agreement if any time during the Employment Period or the Remaining Employment Period (the "Restricted Period") Executive violates the restrictive covenants set forth in Section 13 of this Agreement. Any determination of whether Executive has violated such covenants shall be made by arbitration in Durham, North Carolina under the Rules of Commercial Arbitration (the "Rules") of the American Arbitration Association, which Rules are deemed to be incorporated by reference herein.

Other Than for Cause, Death or Disability. If, during the Employment Period, the If Company shall terminate the Employeeterminates Executive’s employment other than for Cause, as a result of Executive’s death or Disability: Disability and other than for Cause or if Executive terminates Executive’s employment for Good Reason, then Company shall (i) continue to pay the Company shall pay to the Employee the following amounts within thirty (30) days after the Date of Termination, or with respect to the amounts set forth in Sections 4(a)(i)(B) and 4(a)(i)(C), if later, within eight (8) days after the Employee’s execution and delivery (without revocation) of a “Waiver and Release” in substantially the form attached hereto as Exhibit A (the “Release”), which Release must be delivered (and not revoked) not later than twenty-one (21) days after the Date of Termination (or such longer period of time permitted by the Company or required by applicable law, but in no event later than the latest business day that is not more than two months after the end of the calendar year in which the Date of Termination occurs) (the “Release Deadline”): (A) a lump sum in cash equal to the sum of (1) the Employee’s Annual Executive his Base Salary and any accrued vacation pay through provide health benefits for a period of eighteen (18) months following the Date effective date of Terminationthe Executive’s separation from service (such period of payment referred to herein as the “Section 10(c) Termination Benefits Period” or, in the case of benefits, such time as Executive receives equivalent coverage and benefits under plans and programs of a subsequent employer; and (2ii) provide such other or additional benefits, if any, as may be provided under applicable employee benefit plans, programs and/or arrangements of the Employee’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs Company (other than any portion severance plans or programs). All Restricted Shares and Stock Options that have not vested as of the date of termination shall be forfeited to Company as of such Annual Bonus date. Acceleration of the vesting of all outstanding unvested time-based equity awards that was previously deferred, which portion shall instead be paid are held by Executive as of the date of Executive’s Separation from Service as to the number of shares that would have vested in accordance with the applicable deferral arrangement and any election thereundervesting schedule as if Executive had been in service for an additional twelve (12) if such bonus has not been paid months as of Executive’s termination date (based upon months of service and not the Date occurrence of Termination, and corporate events or milestones). Stock Options that have vested as of Executive’s termination shall remain exercisable until the earlier to occur of (3i) the Employee’s business expenses that have not been reimbursed by the Company as expiry of the Date of Termination that were incurred by the Employee prior to the Date of Termination in accordance with the applicable Company policy, in the case of each of clauses sixty (1) through (3), to the extent not theretofore paid (the sum of the amounts described in clauses (1) through (3) shall be hereinafter referred to as the “Accrued Obligations”); and (B) subject to the Employee’s delivery (and non-revocation) of the Release not later than the Release Deadline, a lump sum in cash equal to 1.5 times the sum of (1) the Employee’s Annual Base Salary and (2) the Target Bonus; and (C) subject to the Employee’s delivery (and non-revocation) of the Release not later than the Release Deadline, a lump sum in cash equal to eighteen (1860) months of premiums based on the premium rate charged by the Company as in effect on the Date of Termination for the health care continuation coverage mandated by the Consolidated Omnibus Budget Reconciliation Act for the type of coverage for which the Employee is enrolled as of immediately prior to the Date of Termination less any employee contribution amount that the Employee would have otherwise paid if the Employee were actually employed by the Company or any of its affiliated companies during the eighteen (18) month period immediately following the Date of Termination (based on the employee contribution rates as in effect on the Date of Termination); such termination and (ii) the Company shalllast expiration/termination date applicable under the grant under which such Stock Options were granted. All payments, at its sole expense as incurred, provide the Employee with outplacement services, the scope and provider of which benefits and/or grants under this Section 10(c) shall be selected by subject to Executive’s execution and delivery within sixty (60) days of separation from service of a separation agreement with Company, including without limitation non-disparagement and confidentially provisions, an agreement to cooperate past-separation of employment and a general release of the Employee Company, its parents, subsidiaries and affiliates and each of its officers, directors, employees, agents, successors and assign in the Employee’s sole discretion, provided that the cost of such outplacement shall not exceed $25,000; and provided, further, that such outplacement benefits shall end not later than one year following the Date of Termination; (iii) a form acceptable to the extent not theretofore paid or providedCompany, the Company shall timely pay or provide to the Employee any other amounts or benefits required to be paid or provided or that the Employee is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”) in accordance with the terms of the underlying plans or agreements. Notwithstanding the foregoing provisions of Section 4(a)(i), in the event that the Employee is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer as in effect on the Date of Terminationpayments, benefits, and or grants commencing sixty (60) (a “Specified Employee”)days from Executive’s separation from service, amounts except that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code any such payments, benefits, and/or grants that would otherwise be payable under Section 4(a)(i) during the six-month sixty (60) day period immediately following the Date of Termination (other than the Accrued Obligations) shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”) determined as of the Date of Termination, paid on the first business day after the payroll date that is six months following the Employee’s “separation from service” within the meaning expiration of Section 409A of the Code (the “409A Payment Date”)such 60-day period.

Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Employee’s employment other than for Cause, death or Disability: (i) the Company shall pay to the Employee the aggregate of the following amounts in a lump sum in cash within thirty (30) days after the Date of Termination, or with respect to the amounts set forth in Sections 4(a)(i)(B) and 4(a)(i)(C), if later, within eight (8) days after the Employee’s execution and delivery (without revocation) of a “Waiver and Release” in substantially the form attached hereto as Exhibit A (the “Release”), which Release must be delivered (and not revoked) not later than twenty-one (21) 21 days after the Date of Termination (or such longer period of time permitted by the Company or required by applicable lawCompany, but in no event later than the latest business day that is not more than two months after the end of the calendar year in which the Date of Termination occurs) (the “Release Deadline”): (A) a lump sum in cash equal to the sum of (1) the Employee’s Annual Base Salary and any accrued vacation pay through the Date of Termination, (2) the Employee’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs (other than any portion of such Annual Bonus that was previously deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder) if such bonus has not been paid as of the Date of Termination, and (3) the Employee’s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by the Employee prior to the Date of Termination in accordance with the applicable Company policy, in the case of each of clauses (1) through (3), to the extent not theretofore paid (the sum of the amounts described in clauses (1) through (3) shall be hereinafter referred to as the “Accrued Obligations”); and (B) subject to the Employee’s delivery (and non-revocation) of the Release not later than the Release Deadline, a lump sum in cash an amount equal to 1.5 one times the sum of (1) the Employee’s Annual Base Salary and (2) the Target Bonus; and (C) subject to the Employee’s delivery (and non-revocation) of the Release not later than the Release Deadline, a lump sum in cash an amount equal to eighteen (18) months of premiums based on the premium rate charged by the Company as in effect on the Date of Termination for the health care continuation coverage mandated by the Consolidated Omnibus Budget Reconciliation Act for the type of coverage for which the Employee is enrolled as of immediately prior to the Date of Termination less any employee contribution amount that the Employee would have otherwise paid if the Employee were actually employed by the Company or any of its affiliated companies during the eighteen (18) month period immediately following the Date of Termination (based on the employee contribution rates as in effect on the Date of Termination); (ii) the Company shall, at its sole expense as incurred, provide the Employee with outplacement services, the scope and provider of which shall be selected by the Employee in the Employee’s sole discretion, provided that the cost of such outplacement shall not exceed $25,000; and provided, further, that such outplacement benefits shall end not later than one year following the Date of Termination; (iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee any other amounts or benefits required to be paid or provided or that the Employee is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”) in accordance with the terms of the underlying plans or agreements). Notwithstanding the foregoing provisions of Section 4(a)(i), in the event that the Employee is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer as in effect on the Date of Terminationemployer) (a “Specified Employee”), amounts ) and if any payment that constitute “nonqualified the Employee becomes entitled to under this Agreement is considered deferred compensation” compensation within the meaning of Section 409A of the Code Code, amounts (other than the Accrued Obligations) that would otherwise be payable under Section 4(a)(i) during the six-month period immediately following the Date of Termination (other than the Accrued Obligations) shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”) determined as of the Date of Termination), on the first business day after the date that is six months following the Employee’s “separation from service” within the meaning of Section 409A of the Code (the “409A Payment Date”).

Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Employee’s employment other than for Cause, death or Disability: (i) the Company shall pay to the Employee the following amounts within thirty (30) days after the Date of Termination, or with respect to the amounts set forth in Sections 4(a)(i)(B) and 4(a)(i)(C), if later, within eight (8) days after the Employee’s execution and delivery (without revocation) of a “Waiver and Release” in substantially the form attached hereto as Exhibit A (the “Release”), which Release must be delivered (and not revoked) not later than twenty-one (21) days after the Date of Termination (or such longer period of time permitted by the Company or required by applicable law, but in no event later than the latest business day that is not more than two months after the end of the calendar year in which the Date of Termination occurs) (the “Release Deadline”): (A) a lump sum in cash equal to the sum of (1) the Employee’s Annual Base Salary and any accrued vacation pay through the Date of Termination, (2) the Employee’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs (other than any portion of such Annual Bonus that was previously deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder) if such bonus has not been paid as of the Date of Termination, and (3) the Employee’s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by the Employee prior to the Date of Termination in accordance with the applicable Company policy, in the case of each of clauses (1) through (3), to the extent not theretofore paid (the sum of the amounts described in clauses (1) through (3) shall be hereinafter referred to as the “Accrued Obligations”); and (B) subject to the Employee’s delivery (and non-revocation) of the Release not later than the Release Deadline, a lump sum in cash equal to 1.5 one times the sum of (1) the Employee’s Annual Base Salary and (2) the Target Bonus; and (C) subject to the Employee’s delivery (and non-revocation) of the Release not later than the Release Deadline, a lump sum in cash equal to eighteen (18) months of premiums based on the premium rate charged by the Company as in effect on the Date of Termination for the health care continuation coverage mandated by the Consolidated Omnibus Budget Reconciliation Act for the type of coverage for which the Employee is enrolled as of immediately prior to the Date of Termination less any employee contribution amount that the Employee would have otherwise paid if the Employee were actually employed by the Company or any of its affiliated companies during the eighteen (18) month period immediately following the Date of Termination (based on the employee contribution rates as in effect on the Date of Termination); (ii) the Company shall, at its sole expense as incurred, provide the Employee with outplacement services, the scope and provider of which shall be selected by the Employee in the Employee’s sole discretion, provided that the cost of such outplacement shall not exceed $25,000; and provided, further, that such outplacement benefits shall end not later than one year following the Date of Termination; (iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee any other amounts or benefits required to be paid or provided or that the Employee is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”) in accordance with the terms of the underlying plans or agreements. Notwithstanding the foregoing provisions of Section 4(a)(i), in the event that the Employee is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer as in effect on the Date of Termination) (a “Specified Employee”), amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that would otherwise be payable under Section 4(a)(i) during the six-month period immediately following the Date of Termination (other than the Accrued Obligations) shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”) determined as of the Date of Termination, on the first business day after the date that is six months following the Employee’s “separation from service” within the meaning of Section 409A of the Code (the “409A Payment Date”).

Other Than for Cause, Death or Disability. If, during the Employment Period, the Company CCBF shall terminate the Employee’s Executive's employment other than for Cause, death or Disability:, or Executive shall terminate his employment for Good Reason (and, in each case, other than in connection with a Change of Control), then in consideration of Executive's services rendered prior to such termination; (i) the Company CCBF and CCB Bank shall pay to the Employee the following amounts Executive a lump sum in cash within thirty (30) days after the Date of Termination, or with respect to the amounts set forth in Sections 4(a)(i)(B) and 4(a)(i)(C), if later, within eight (8) days after the Employee’s execution and delivery (without revocation) of a “Waiver and Release” in substantially the form attached hereto as Exhibit A (the “Release”), which Release must be delivered (and not revoked) not later than twenty-one (21) 30 days after the Date of Termination (or such longer period of time permitted by the Company or required by applicable law, but in no event later than the latest business day that is not more than two months after the end aggregate of the calendar year in which the Date of Termination occurs) (the “Release Deadline”):following amounts: (A) a lump sum in cash equal to A. the sum of (1) the Employee’s Annual Executive's Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) Executive's aggregate cash bonus for the last completed fiscal year, whether paid under Section 6(b) above and/or otherwise paid to Executive ("Most Recent Annual Bonus"), and any accrued vacation pay (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, (2) and the Employee’s Annual Bonus for the fiscal year immediately preceding the fiscal year in denominator of which the Date of Termination occurs (other than any portion of such Annual Bonus that was previously deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder) if such bonus has not been paid as of the Date of Terminationis 365, and (3) the Employee’s business expenses that have not been reimbursed any compensation previously deferred by the Company as of the Date of Termination that were incurred by the Employee prior to the Date of Termination in accordance Executive (together with the applicable Company policyany accrued interest or earnings thereon) and any accrued vacation pay, in the each case of each of clauses (1) through (3), to the extent not theretofore paid (the sum of the amounts described in clauses (1) through ), (2), and (3) shall be hereinafter referred to as the “"Accrued Obligations”"); and B. the amount equal to the product of (1) the number of days remaining in the Employment Period from and after the Date of Termination (the "Remaining Employment Period"), and (2) Executive's Base Salary divided by 365; and C. the amount equal to the product of (1) the number of days in the Remaining Employment Period, and (2) Executive's Most Recent Annual Bonus divided by 365; and D. an amount equal to the excess of (a) the actuarial equivalent of Executive's benefits under the Benefit Plans that are qualified defined benefit retirement plans (utilizing actuarial assumptions no less favorable to Executive than those in effect under the CCB Financial Corporation Retirement Plan on the Date of Termination) and any Benefit Plans that are excess or supplemental retirement plans in which Executive participates which Executive would receive if Executive's employment continued throughout the Remaining Employment Period, assuming for this purpose that all accrued benefits are fully vested and assuming that Executive's compensation in each remaining year of the Employment Period is the Base Salary plus the Most Recent Annual Bonus, over (b) the actuarial equivalent of Executive's actual benefits (paid or payable), if any, under such Benefit Plans as of the Date of Termination; and (ii) CCBF shall immediately grant, if not theretofore granted for the fiscal year in which the Date of Termination occurs, an award under the LTIP of the same type and in the same quantitative amount as awarded to Executive under the LTIP for the previous fiscal year (the "Most Recent LTIP Award"), which award shall be vested and non- forfeitable as of the Date of Termination (assuming for calculation purposes that the LTIP's superior performance objective for such fiscal year has been met) and shall be exercisable on and after the first day subsequent to the six (6) months following the date of grant; and (iii) To the extent Executive's award under the EMIP for the previous fiscal year was not an award of a cash bonus, CCBF shall immediately grant, if not theretofore granted for the fiscal year in which the Date of Termination occurs, an award under the EMIP of the same type and in the same quantative amount as the non-cash award awarded to Executive under the EMIP for the previous fiscal year (the "Most Recent EMIP Award"), which award shall be distributed as of the Date of Termination (assuming for calculation purposes that the EMIP's maximum performance objective for such fiscal year has been met); and (Biv) subject for the Remaining Employment Period, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, CCBF and CCB Bank shall continue to provide benefits to Executive and/or Executive's family at least equal to those which would have been provided to them in accordance with the Employee’s delivery (and non-revocationWelfare Benefit Plans described in Section 6(d) of this Agreement if Executive's employment had not been terminated; provided, however, that if Executive becomes re-employed with another employer and is eligible to receive substantially the Release same benefits under the other employer's plans as Executive would receive under the Welfare Benefit Plans under this item (iv), the benefits under the Welfare Benefit Plans shall be secondary to those provided under such other employer's plans during such applicable period of eligibility. For purposes of determining eligibility and years-of- service credit (but not later than the Release Deadlinetime of commencement of benefits) of Executive for retiree benefits pursuant to such Welfare Benefit Plans, a lump sum in cash equal Executive shall be considered to 1.5 times have remained employed throughout the sum Remaining Employment Period and to have retired on the last day of (1) the Employee’s Annual Base Salary and (2) the Target Bonussuch period; and (C) subject to the Employee’s delivery (and non-revocation) of the Release not later than the Release Deadline, a lump sum in cash equal to eighteen (18) months of premiums based on the premium rate charged by the Company as in effect on the Date of Termination for the health care continuation coverage mandated by the Consolidated Omnibus Budget Reconciliation Act for the type of coverage for which the Employee is enrolled as of immediately prior to the Date of Termination less any employee contribution amount that the Employee would have otherwise paid if the Employee were actually employed by the Company or any of its affiliated companies during the eighteen (18) month period immediately following the Date of Termination (based on the employee contribution rates as in effect on the Date of Termination); (ii) the Company shall, at its sole expense as incurred, provide the Employee with outplacement services, the scope and provider of which shall be selected by the Employee in the Employee’s sole discretion, provided that the cost of such outplacement shall not exceed $25,000; and provided, further, that such outplacement benefits shall end not later than one year following the Date of Termination; (iiiv) to the extent not theretofore paid or provided, the Company CCBF and CCB Bank shall timely pay or provide to the Employee Executive any other amounts or benefits required to be paid or provided herein or that the Employee which Executive is eligible to receive under any Welfare Benefit Plan or any other plan, program, policy or practice or contract or agreement of the Company and its affiliated companies through the Date of Termination CCBF or CCB Bank (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”"); and (vi) in accordance with the terms all options to acquire capital stock of the underlying plans or agreements. Notwithstanding the foregoing provisions of Section 4(a)(i)CCBF ("Options") previously granted to Executive, in the event including those awarded under item (ii) above, that the Employee is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer as in effect are unvested on the Date of Termination) (a “Specified Employee”)Termination shall be deemed vested, amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that would otherwise be payable under Section 4(a)(i) during the six-month period immediately following the Date of Termination (other than the Accrued Obligations) shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”) determined fully exercisable and non- forfeitable as of the Date of TerminationTermination and all previously granted Options that are vested, but unexercised, on the first business day after Date of Termination shall remain exercisable, in each case for the period during which they would have been exercisable absent the termination of Executive's employment; and (vii)During the Remaining Employment Period, CCBF and CCB Bank shall maintain the Split Dollar Agreement and continue to pay all premiums due under the Split Dollar Agreement and the Insurance Policy; provided, however, that upon or at any time prior to the expiration of the Remaining Employment Period, Executive or the then owner of the Insurance Policy may terminate the Split Dollar Agreement and the Collateral Assignment by paying to CCBF and/or CCB Bank an amount equal to the total amount of the premiums advanced by CCBF and/or CCB Bank in accordance with the Split Dollar Agreement as of the date that is six months following the Employee’s “separation from service” within the meaning of Section 409A of the Code termination of the Split Dollar Agreement, minus any withdrawals of cash value or loans proceeds received by CCBF and/or CCB Bank from the cash value of the Insurance Policy and which were made to CCBF and/or CCB Bank as of the date of the termination of the Split Dollar Agreement (such payment may, in the discretion of Executive or other owner of the policy, be made in cash or may be accomplished by means of a loan or withdrawal of cash values of the Insurance Policy which is authorized by the Executive or such other owner of the Insurance Policy) (the “409A Payment Date”"Insurance Policy Buy- Out Option").;

Other Than for Cause, Death or Disability. If, during the Employment Period, the If Company shall terminate the Employeeterminates Executive’s employment other than for Cause, as a result of Executive’s death or Disability: Disability and other than for Cause or if Executive terminates Executive’s employment for Good Reason, then Company shall (i) continue to pay the Company shall pay to the Employee the following amounts within thirty (30) days after the Date of Termination, or with respect to the amounts set forth in Sections 4(a)(i)(B) and 4(a)(i)(C), if later, within eight (8) days after the Employee’s execution and delivery (without revocation) of a “Waiver and Release” in substantially the form attached hereto as Exhibit A (the “Release”), which Release must be delivered (and not revoked) not later than twenty-one (21) days after the Date of Termination (or such longer period of time permitted by the Company or required by applicable law, but in no event later than the latest business day that is not more than two months after the end of the calendar year in which the Date of Termination occurs) (the “Release Deadline”): (A) a lump sum in cash equal to the sum of (1) the Employee’s Annual Executive his Base Salary and any accrued vacation pay through provide health benefits for a period of twelve (12) months following the Date of Termination, (2) the Employee’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs (other than any portion of such Annual Bonus that was previously deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder) if such bonus has not been paid as effective date of the Date Executive’s separation from service (such period of Termination, and (3payment referred to herein as the “Section 10(c) the Employee’s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by the Employee prior to the Date of Termination in accordance with the applicable Company policyBenefits Period” or, in the case of each benefits, such time as Executive receives equivalent coverage and benefits under plans and programs of clauses a subsequent employer; and (1ii) through (3)provide such other or additional benefits, to the extent not theretofore paid (the sum if any, as may be provided under applicable employee benefit plans, programs and/or arrangements of the amounts described in clauses Company (1) through (3) other than any severance plans or programs). All Restricted Shares and Stock Options that have not vested as of the date of termination shall be hereinafter referred forfeited to Company as of such date. Stock Options that have vested as of Executive’s termination shall remain exercisable until the “Accrued Obligations”); and (B) subject earlier to the Employee’s delivery (and non-revocation) of the Release not later than the Release Deadline, a lump sum in cash equal to 1.5 times the sum occur of (1i) the Employee’s Annual Base Salary and expiry of sixty (2) the Target Bonus; and (C) subject to the Employee’s delivery (and non-revocation) of the Release not later than the Release Deadline, a lump sum in cash equal to eighteen (1860) months of premiums based on the premium rate charged by the Company as in effect on the Date of Termination for the health care continuation coverage mandated by the Consolidated Omnibus Budget Reconciliation Act for the type of coverage for which the Employee is enrolled as of immediately prior to the Date of Termination less any employee contribution amount that the Employee would have otherwise paid if the Employee were actually employed by the Company or any of its affiliated companies during the eighteen (18) month period immediately following the Date of Termination (based on the employee contribution rates as in effect on the Date of Termination); such termination and (ii) the Company shalllast expiration/termination date applicable under the grant under which such Stock Options were granted. All payments, at its sole expense as incurred, provide the Employee with outplacement services, the scope and provider of which benefits and/or grants under this Section 10(c) shall be selected by subject to Executive’s execution and delivery within sixty (60) days of separation from service of a separation agreement with Company, including without limitation non-disparagement and confidentially provisions, an agreement to cooperate past-separation of employment and a general release of the Employee Company, its parents, subsidiaries and affiliates and each of its officers, directors, employees, agents, successors and assign in the Employee’s sole discretion, provided that the cost of such outplacement shall not exceed $25,000; and provided, further, that such outplacement benefits shall end not later than one year following the Date of Termination; (iii) a form acceptable to the extent not theretofore paid or providedCompany, the Company shall timely pay or provide to the Employee any other amounts or benefits required to be paid or provided or that the Employee is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”) in accordance with the terms of the underlying plans or agreements. Notwithstanding the foregoing provisions of Section 4(a)(i), in the event that the Employee is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer as in effect on the Date of Terminationpayments, benefits, and or grants commencing sixty (60) (a “Specified Employee”)days from Executive’s separation from service, amounts except that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code any such payments, benefits, and/or grants that would otherwise be payable under Section 4(a)(i) during the six-month sixty (60) day period immediately following the Date of Termination (other than the Accrued Obligations) shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”) determined as of the Date of Termination, paid on the first business day after the payroll date that is six months following the Employee’s “separation from service” within the meaning expiration of Section 409A of the Code (the “409A Payment Date”)such 60-day period.

Other Than for Cause, Death or Disability. If, during the Employment Period, the If Company shall terminate the Employeeterminates Executive’s employment other than for Cause, as a result of Executive’s death or Disability: Disability and other than for Cause or if Executive terminates Executive’s employment for Good Reason, then Company shall (i) continue to pay the Company shall pay to the Employee the following amounts within thirty (30) days after the Date of Termination, or with respect to the amounts set forth in Sections 4(a)(i)(B) and 4(a)(i)(C), if later, within eight (8) days after the Employee’s execution and delivery (without revocation) of a “Waiver and Release” in substantially the form attached hereto as Exhibit A (the “Release”), which Release must be delivered (and not revoked) not later than twenty-one (21) days after the Date of Termination (or such longer period of time permitted by the Company or required by applicable law, but in no event later than the latest business day that is not more than two months after the end of the calendar year in which the Date of Termination occurs) (the “Release Deadline”): (A) a lump sum in cash equal to the sum of (1) the Employee’s Annual Executive his Base Salary and any accrued vacation pay through provide health benefits for a period of twelve (12) months following the Date effective date of Terminationthe Executive’s separation from service (such period of payment referred to herein as the “Section 10(c) Termination Benefits Period” or, in the case of benefits, such time as Executive receives equivalent coverage and benefits under plans and programs of a subsequent employer; and (2ii) provide such other or additional benefits, if any, as may be provided under applicable employee benefit plans, programs and/or arrangements of the Employee’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs Company (other than any portion severance plans or programs). All Restricted Shares and Stock Options that have not vested as of the date of termination shall be forfeited to Company as of such Annual Bonus date. Acceleration of the vesting of all outstanding unvested time-based equity awards that was previously deferred, which portion shall instead be paid are held by Executive as of the date of Executive’s Separation from Service as to the number of shares that would have vested in accordance with the applicable deferral arrangement and any election thereundervesting schedule as if Executive had been in service for an additional six (6) if such bonus has not been paid months as of Executive’s termination date (based upon months of service and not the Date occurrence of Termination, and corporate events or milestones). Stock Options that have vested as of Executive’s termination shall remain exercisable until the earlier to occur of (3i) the Employee’s business expenses that have not been reimbursed by the Company as expiry of the Date of Termination that were incurred by the Employee prior to the Date of Termination in accordance with the applicable Company policy, in the case of each of clauses sixty (1) through (3), to the extent not theretofore paid (the sum of the amounts described in clauses (1) through (3) shall be hereinafter referred to as the “Accrued Obligations”); and (B) subject to the Employee’s delivery (and non-revocation) of the Release not later than the Release Deadline, a lump sum in cash equal to 1.5 times the sum of (1) the Employee’s Annual Base Salary and (2) the Target Bonus; and (C) subject to the Employee’s delivery (and non-revocation) of the Release not later than the Release Deadline, a lump sum in cash equal to eighteen (1860) months of premiums based on the premium rate charged by the Company as in effect on the Date of Termination for the health care continuation coverage mandated by the Consolidated Omnibus Budget Reconciliation Act for the type of coverage for which the Employee is enrolled as of immediately prior to the Date of Termination less any employee contribution amount that the Employee would have otherwise paid if the Employee were actually employed by the Company or any of its affiliated companies during the eighteen (18) month period immediately following the Date of Termination (based on the employee contribution rates as in effect on the Date of Termination); such termination and (ii) the Company shalllast expiration/termination date applicable under the grant under which such Stock Options were granted. All payments, at its sole expense as incurred, provide the Employee with outplacement services, the scope and provider of which benefits and/or grants under this Section 10(c) shall be selected by subject to Executive’s execution and delivery within sixty (60) days of separation from service of a separation agreement with Company, including without limitation non-disparagement and confidentially provisions, an agreement to cooperate past-separation of employment and a general release of the Employee Company, its parents, subsidiaries and affiliates and each of its officers, directors, employees, agents, successors and assign in the Employee’s sole discretion, provided that the cost of such outplacement shall not exceed $25,000; and provided, further, that such outplacement benefits shall end not later than one year following the Date of Termination; (iii) a form acceptable to the extent not theretofore paid or providedCompany, the Company shall timely pay or provide to the Employee any other amounts or benefits required to be paid or provided or that the Employee is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”) in accordance with the terms of the underlying plans or agreements. Notwithstanding the foregoing provisions of Section 4(a)(i), in the event that the Employee is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer as in effect on the Date of Terminationpayments, benefits, and or grants commencing sixty (60) (a “Specified Employee”)days from Executive’s separation from service, amounts except that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code any such payments, benefits, and/or grants that would otherwise be payable under Section 4(a)(i) during the six-month sixty (60) day period immediately following the Date of Termination (other than the Accrued Obligations) shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”) determined as of the Date of Termination, paid on the first business day after the payroll date that is six months following the Employee’s “separation from service” within the meaning expiration of Section 409A of the Code (the “409A Payment Date”)such 60-day period.

Other Than for Cause, Death or Disability. If, during the Employment Period, the Company Energy Group or any of its affiliated companies shall terminate the Employee’s Executive's employment other than for Cause, death Cause or DisabilityDisability or the Executive shall terminate employment for Good Reason: (i) the Company Energy Group shall pay pay, or cause to be paid, to the Employee the following amounts Executive in a lump sum in cash within thirty (30) days after the Date of Termination, or with respect to the amounts set forth in Sections 4(a)(i)(B) and 4(a)(i)(C), if later, within eight (8) days after the Employee’s execution and delivery (without revocation) of a “Waiver and Release” in substantially the form attached hereto as Exhibit A (the “Release”), which Release must be delivered (and not revoked) not later than twenty-one (21) 30 days after the Date of Termination (or such longer period of time permitted by the Company or required by applicable law, but in no event later than the latest business day that is not more than two months after the end aggregate of the calendar year in which the Date of Termination occurs) (the “Release Deadline”):following amounts: (A) a lump sum in cash equal to A. the sum of (1) the Employee’s Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any accrued vacation pay bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, (2) and the Employee’s Annual Bonus for the fiscal year immediately preceding the fiscal year in denominator of which the Date of Termination occurs (other than any portion of such Annual Bonus that was previously deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder) if such bonus has not been paid as of the Date of Termination, is 365 and (3) the Employee’s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by the Employee prior to the Date of Termination in accordance with the applicable Company policyany accrued vacation pay, in the each case of each of clauses (1) through (3), to the extent not theretofore paid (the sum of the amounts described in clauses (1) through ), (2), and (3) shall be hereinafter referred to as the “"Accrued Obligations”"); and (B) subject B. the amount equal to the Employee’s delivery (and non-revocation) of the Release not later than the Release Deadline, a lump sum in cash equal to 1.5 times the sum product of (1) the Employee’s Multiple and (2) the sum of (x) the Executive's Annual Base Salary and (2y) the Target Highest Annual Bonus; and; (Cii) subject to for a number of years after the Employee’s delivery (and non-revocation) of the Release not later than the Release Deadline, a lump sum in cash equal to eighteen (18) months of premiums based on the premium rate charged by the Company as in effect on the Executive's Date of Termination for equal to the health care continuation coverage mandated Multiple, or such longer period as may be provided by the Consolidated Omnibus Budget Reconciliation Act for terms of the type of coverage for which the Employee is enrolled as of immediately prior to the Date of Termination less any employee contribution amount that the Employee would have otherwise paid if the Employee were actually employed by the Company appropriate plan, program, practice or policy, Energy Group or any of its affiliated companies shall continue benefits to the Executive and/or 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 described in Section 5(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of Energy Group or any of its affiliated companies and their families, provided, however, that if the Executive becomes reemployed 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 shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the eighteen (18time of commencement of benefits) month period immediately following of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the expiration of a number of years after the Date of Termination (based equal to the Multiple and to have retired on the employee contribution rates as in effect on the Date last day of Termination)such period; (iiiii) the Company Energy Group or any of its affiliated companies shall, at its sole expense as incurred, provide the Employee Executive with outplacement servicesout placement services from a recognized out placement service provider, the scope and provider of which shall be selected by the Employee Executive in the Employee’s his sole discretion, provided that discretion but the cost of such outplacement to Energy Group shall not exceed $25,00030,000; and provided, further, that such outplacement benefits shall end not later than one year following the Date of Termination;and (iiiiv) to the extent not theretofore paid or provided, the Company Energy Group or any of its affiliated companies shall timely pay or provide to the Employee Executive any other amounts or benefits required to be paid or provided or that which the Employee Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and Energy Group or any of its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”) in accordance with the terms of the underlying plans or agreements. Notwithstanding the foregoing provisions of Section 4(a)(i), in the event that the Employee is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer as in effect on the Date of Termination) (a “Specified Employee”), amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that would otherwise be payable under Section 4(a)(i) during the six-month period immediately following the Date of Termination (other than the Accrued Obligations) shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”) determined as of the Date of Termination, on the first business day after the date that is six months following the Employee’s “separation from service” within the meaning of Section 409A of the Code (the “409A Payment Date”").

Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the EmployeeExecutive’s employment other than for Cause, death or Disability: (i) the Company shall pay to the Employee Executive the following amounts within thirty (30) days after the Date of Termination, or with respect to the amounts set forth in Sections 4(a)(i)(B) and 4(a)(i)(C), if later, within eight (8) days after the EmployeeExecutive’s execution and delivery (without revocation) of a “Waiver and Release” in substantially the form attached hereto as Exhibit A (the “Release”), which Release must be delivered (and not revoked) not later than twenty-one (21) days after the Date of Termination (or such longer period of time permitted by the Company or required by applicable law, but in no event later than the latest business day that is not more than two months after the end of the calendar year in which the Date of Termination occurs) (the “Release Deadline”): (A) a lump sum in cash equal to the sum of (1) the EmployeeExecutive’s Annual Base Salary and any accrued vacation pay through the Date of Termination, (2) the EmployeeExecutive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs (other than any portion of such Annual Bonus that was previously deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder) if such bonus has not been paid as of the Date of Termination, and (3) the EmployeeExecutive’s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by the Employee Executive prior to the Date of Termination in accordance with the applicable Company policy, in the case of each of clauses (1) through (3), to the extent not theretofore paid (the sum of the amounts described in clauses (1) through (3) shall be hereinafter referred to as the “Accrued Obligations”); and (B) subject to the EmployeeExecutive’s delivery (and non-revocation) of the Release not later than the Release Deadline, a lump sum in cash equal to 1.5 2.99 times the sum of (1) the EmployeeExecutive’s Annual Base Salary and (2) the Target Bonus; and (C) subject to the EmployeeExecutive’s delivery (and non-revocation) of the Release not later than the Release Deadline, a lump sum in cash equal to eighteen (18) of $42,900 in lieu of reimbursement for 18 months of premiums based on the premium rate charged by the Company as in effect on the Date of Termination for the health care continuation coverage mandated by the Consolidated Omnibus Budget Reconciliation Act for the type of coverage for which the Employee is enrolled as of immediately prior to the Date of Termination less any employee contribution amount that the Employee would have otherwise paid if the Employee were actually employed by the Company or any of its affiliated companies during the eighteen (18) month period immediately following the Date of Termination (based on the employee contribution rates as in effect on the Date of Termination)Act; (ii) the Company shall, at its sole expense as incurred, provide the Employee Executive with outplacement services, including office space and secretarial support, the scope and provider of which shall be selected by the Employee Executive in the EmployeeExecutive’s sole discretion, provided that the cost of such outplacement shall not exceed $25,00075,000; and provided, further, that such outplacement benefits shall end not later than one year following the Date of Termination; (iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee Executive any other amounts or benefits required to be paid or provided or that the Employee Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”) in accordance with the terms of the underlying plans or agreements. Notwithstanding the foregoing provisions of Section 4(a)(i), in the event that the Employee Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer as in effect on the Date of Termination) (a “Specified Employee”), amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that would otherwise be payable under Section 4(a)(i) during the six-month period immediately following the Date of Termination (other than the Accrued Obligations) shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”) determined as of the Date of Termination, on the first business day after the date that is six months following the EmployeeExecutive’s “separation from service” within the meaning of Section 409A of the Code (the “409A Payment Date”).

Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Employee’s 's employment other than for Cause, death Cause or DisabilityDisability or the Employee shall terminate employment for any reason: (i) the Company shall pay to the Employee the following amounts in a lump sum in cash within thirty (30) days after the Date of Termination, or with respect to the amounts set forth in Sections 4(a)(i)(B) and 4(a)(i)(C), if later, within eight (8) days after the Employee’s execution and delivery (without revocation) of a “Waiver and Release” in substantially the form attached hereto as Exhibit A (the “Release”), which Release must be delivered (and not revoked) not later than twenty-one (21) 30 days after the Date of Termination (or such longer period of time permitted by the Company or required by applicable law, but in no event later than the latest business day that is not more than two months after the end aggregate of the calendar year in which the Date of Termination occurs) (the “Release Deadline”):following amounts: (A) a lump sum in cash equal to A. the sum of (1) the Employee’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any accrued vacation pay bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Employee was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, (2) and the Employee’s Annual Bonus for the fiscal year immediately preceding the fiscal year in denominator of which the Date of Termination occurs (other than any portion of such Annual Bonus that was previously deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder) if such bonus has not been paid as of the Date of Termination, is 365 and (3) the Employee’s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred any compensation previously deferred by the Employee prior to the Date of Termination in accordance (together with the applicable Company policyany accrued interest or earnings thereon) and any accrued vacation pay, in the each case of each of clauses (1) through (3), to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) through and (3) shall be hereinafter referred to as the “"Accrued Obligations”"); and (B) subject B. the amount equal to the Employee’s delivery product of (1) two and non-revocation(2) of the Release not later than the Release Deadline, a lump sum in cash equal to 1.5 times the sum of (X) the Employee's Annual Base Salary and (Y) the Highest Annual Bonus; and C. an amount equal to the difference between (a) the actuarial equivalent of the benefit (utilizing actuarial assumptions no less favorable to the Employee than those in effect under the Retirement Plan (as defined below) immediately prior to the Effective Date, except as specified below with respect to increases in base salary and annual bonus) under or the qualified retirement plan in which the Employee participates (the "Retirement Plan") and any excess or supplemental retirement plan in which the Employee participates (together, the "SERP") which the Employee would receive if the Employee's employment continued for two year after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming the (1) the Employee’s Annual Base Salary 's base salary increased in each of the two years by the amount required by Section 4(b)(i) had the Employee remained employed, and (2) the Target Bonus; and Employee's annual bonus (Cannualized for any fiscal year consisting of less than twelve full months or during which the Employee was employed for less than twelve full months) subject in each of the two years bears the same proportion to the Employee’s delivery (and non-revocation) of the Release not later than the Release Deadline, a lump sum 's base salary in cash equal to eighteen (18) months of premiums based on the premium rate charged by the Company such year or fraction thereof as in effect on the Date of Termination it did for the health care continuation coverage mandated by the Consolidated Omnibus Budget Reconciliation Act for the type of coverage for which the Employee is enrolled as of immediately last full year prior to the Date of Termination less any employee contribution amount that Termination, and (b) the actuarial equivalent of the Employee's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; (ii) for two years after the Employee's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Employee and/or the Employee's family at least equal to those which would have otherwise paid been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Employee's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies applicable generally to other peer executives and their families during the 120-day period immediately preceding the Effective Date or, if more favorable to the Employee, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Employee were actually becomes re-employed by with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the Company or any medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of its affiliated companies during eligibility. For purposes of determining eligibility (but not the eighteen (18time of commencement of benefits) month period immediately following of the Employee for retiree benefits pursuant to such plans, practices, programs and policies, the Employee shall be considered to have remained employed until two and one-half years after the Date of Termination (based and to have retired on the employee contribution rates as in effect on the Date last day of Termination)such period; (iiiii) the Company shall, at its sole expense as incurred, provide the Employee with outplacement services, services the scope and provider of which shall be selected by the Employee in the Employee’s his sole discretion, provided that the cost of such outplacement shall not exceed $25,000; and provided, further, that such outplacement benefits shall end not later than one year following the Date of Termination;and (iiiiv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee any other amounts or benefits required to be paid or provided or that which the Employee is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”) in accordance with the terms of the underlying plans or agreements. Notwithstanding the foregoing provisions of Section 4(a)(i), in the event that the Employee is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer as in effect on the Date of Termination) (a “Specified Employee”), amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that would otherwise be payable under Section 4(a)(i) during the six-month period immediately following the Date of Termination (other than the Accrued Obligations) shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”) determined as of the Date of Termination, on the first business day after the date that is six months following the Employee’s “separation from service” within the meaning of Section 409A of the Code (the “409A Payment Date”").