Common use of Other than for Cause, or for Good Reason Clause in Contracts

Other than for Cause, or for Good Reason. If the Company shall terminate Employee’s employment other than for Cause or if Employee shall terminate Employee’s employment for Good Reason: (i) The Company shall pay Employee within 30 days of the Date of Termination (but not earlier than the date on which the Release becomes irrevocable) a lump sum payment equal to 1.5 times the sum of (A) Employee’s Base Salary and (B) the Annual Bonus that Employee would receive for the year of termination of employment assuming target individual and Company performance (the “Target Annual Bonus”). (ii) The Company shall pay Employee a prorated Annual Bonus for the fiscal year during which the Date of Termination occurs, with the amount of such prorated Annual Bonus based on actual performance and equal to the product of such Annual Bonus multiplied by a fraction, the numerator of which is the number of days in the year of the termination of employment during which Employee was employed by the Company and the denominator of which is 365, with such prorated Annual Bonus to be payable at the same time that annual bonuses are payable to Company executives generally. (iii) Subject to Section 10, the Company shall, at the Company’s election, either (A) provide during the one-year period beginning on the Date of Termination (the “Medical Benefit Severance Period”) Employee with continued medical, dental and vision benefits (but no other benefits) at the same level as if Employee remained actively employed during the Medical Benefit Severance Period, or (B) pay to Employee a cash lump sum payment equal to (1) 12 multiplied by (2) the excess of the monthly COBRA (as defined below) premium as of Employee’s Date of Termination for the medical, dental and vision coverage Employee had immediately prior to Employee’s Date of Termination over the monthly dollar amount Employee would have paid to the Company for such medical, dental and vision coverage if Employee remained employed during the Medical Benefit Severance Period. If the Company elects pursuant to the preceding sentence to provide medical, dental and vision benefits during the Medical Benefit Severance Period, Employee shall pay the Company on a monthly basis the portion of the periodic cost of such continued coverage equal to the dollar amount of such periodic cost as if Employee remained employed during the Medical Benefit Severance Period and such medical, dental and vision benefits shall terminate at the earlier of (A) the end of the Medical Benefit Severance Period or (B) the time they would be permitted to terminate under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). As and to the extent provided by COBRA, Employee will be eligible to continue Employee’s health insurance benefits at Employee’s own expense for the statutory period prescribed by COBRA, treating Employee’s termination of employment as the “qualifying event” (as defined in COBRA) (the “Severance Medical Benefits”).

Other than for Cause, or for Good Reason. If the Company shall terminate EmployeeExecutive’s employment other than for Cause or if Employee Executive shall terminate EmployeeExecutive’s employment for Good Reason: (i) The Company shall pay Employee Executive within 30 thirty (30) days of the Date of Termination (but not earlier than the date on which the Release becomes irrevocable) a lump sum payment equal to 1.5 times the sum of (A) EmployeeExecutive’s annual Base Salary and (B) the Annual Bonus that Employee annual cash bonus Executive would receive for the year of termination of employment assuming target individual and Company performance (the “Target Annual Bonus”)performance. (ii) The Company shall pay Employee a prorated Annual Bonus for the fiscal year during which the Date of Termination occurs, with the amount of such prorated Annual Bonus based on actual performance and equal to the product of such Annual Bonus multiplied by a fraction, the numerator of which is the number of days in the year of the termination of employment during which Employee was employed by the Company and the denominator of which is 365, with such prorated Annual Bonus to be payable at the same time that annual bonuses are payable to Company executives generally. (iii) Subject to Section 10, the Company shall, at the Company’s election, either (A) provide during the one-one (1) year period beginning on the Date of Termination (the “Medical Benefit Severance Period”) Employee Executive with continued medical, dental and vision benefits (but no other benefits) at the same level as if Employee Executive remained actively employed during the Medical Benefit Severance Period, or (B) pay to Employee Executive a cash lump sum payment equal to (1) 12 twelve (12) multiplied by (2) the excess of the monthly COBRA (as defined below) premium as of EmployeeExecutive’s Date of Termination for the medical, dental and vision coverage Employee Executive had immediately prior to EmployeeExecutive’s Date of Termination over the monthly dollar amount Employee Executive would have paid to the Company for such medical, dental and vision coverage if Employee Executive remained employed during the Medical Benefit Severance Period. If the Company elects pursuant to the preceding sentence to provide medical, dental and vision benefits during the Medical Benefit Severance Period, Employee Executive shall pay the Company on a monthly basis the portion of the periodic cost of such continued coverage equal to the dollar amount of such periodic cost as if Employee Executive remained employed during the Medical Benefit Severance Period and such medical, dental and vision benefits shall terminate at the earlier of (A) the end of the Medical Benefit Severance Period or (B) the time they would be permitted to terminate under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). As and to the extent provided by COBRA, Employee Executive will be eligible to continue EmployeeExecutive’s health insurance benefits at EmployeeExecutive’s own expense for the statutory period prescribed by COBRA, treating EmployeeExecutive’s termination of employment as the “qualifying event” (as defined in COBRA) (the “Severance Medical Benefits”).

Other than for Cause, or for Good Reason. If If, during the Employment Period, the Company shall terminate Employeeterminates the Executive’s employment other than for Cause or if Employee shall terminate Employee’s Disability or the Executive terminates his employment for Good Reason:Reason (each, a “Qualifying Termination”): (i) The Company shall pay Employee to the Executive an amount in a single lump sum within 30 10 days after the end of the revocation period for the Release Agreement provided in Section 4(e) below (provided, however, that the amounts payable pursuant to subparagraph (C) below, if any, will be paid at the same time the bonuses for the year in which the Date of Termination occurs are paid), equal to the sum of — (A) an amount equal to the Executive’s Annual Base Salary (at the rate then being paid to Executive) accruing through the Date of Termination to the extent theretofore unpaid (the “Accrued Base Salary”) plus (B) the amount of any Annual Bonus that, had he remained employed, would otherwise have been paid to the Executive pursuant to Section 2 (b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the “Prior Year Bonus”), plus (C) (without duplication of the amount in clause (B)) a pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination occurs in an amount equal to the product of (A) the Annual Bonus calculated as of the Date of Termination (but not earlier than based on the date on extent to which the Release becomes irrevocablefinancial performance targets applicable to such Annual Bonus (pro rated based on the number of days in such fiscal year through the Date of Termination) a lump sum payment equal to 1.5 times are actually achieved for the sum of (A) Employee’s Base Salary year, and (B) the Annual Bonus that Employee would receive for the year of termination of employment assuming target individual and Company performance (the “Target Annual Bonus”). (ii) The Company shall pay Employee a prorated Annual Bonus for the fiscal year during which the Date of Termination occurs, with the amount of such prorated Annual Bonus based on actual performance and equal to the product of such Annual Bonus multiplied by a fraction, the numerator of which is the number of days in the year of termination through the termination Date of employment during which Employee was employed by the Company Termination and the denominator of which is 365, with such prorated 365 (the “Pro-Rated Annual Bonus Bonus”) plus (D) an amount equal to be payable at the same time that annual bonuses are payable to Company executives generallytwo (2) times Annual Base Salary. (iiiii) Subject to Section 10, During the Company shall, at period commencing on the Company’s election, either (A) provide during Date of Termination and ending on the one-year period beginning on date 18 months after the Date of Termination (the “Medical Benefit Severance COBRA Period”), provided that the Executive properly elects to receive group health insurance continuation coverage under Section 4980B of the Code and the regulations thereunder (“COBRA”), the Company shall pay directly or reimburse the Executive for premiums for such coverage ; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(a)(ii) Employee with continued medicalshall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive’s eligible family members, dental and vision benefits any such coverage shall be reported by the Executive to the Company. Notwithstanding the foregoing, (but no other benefitsA) at if any plan pursuant to which the same level as if Employee remained actively employed during Company is providing such coverage is not, or ceases prior to the Medical Benefit Severance Periodexpiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) pay the Company is otherwise unable to Employee a cash lump sum payment continue to cover the Executive under its group health plans, then, in either case, an amount equal to (1) 12 multiplied by (2) the excess of the monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the COBRA Period (or the remaining portion thereof). All Company equity awards and other performance incentive awards, other than awards provided pursuant to Sections 2(b)(v) and (vi), (which shall vest as defined below) premium as of Employee’s set forth in the applicable award agreement), shall fully vest on the Date of Termination for the medical, dental and vision coverage Employee had immediately prior to Employee’s Date of Termination over the monthly dollar amount Employee would have paid to the Company for such medicalextent not vested. The Executive shall retain any vested equity awards, dental and vision coverage if Employee remained employed during which may not be revoked or annulled by the Medical Benefit Severance PeriodCompany. If the Company elects pursuant Each vested award (to the preceding sentence extent subject to provide medical, dental and vision benefits during exercise) shall be exercisable until the Medical Benefit Severance Period, Employee shall pay the Company on a monthly basis the portion of the periodic cost of such continued coverage equal to the dollar amount of such periodic cost as if Employee remained employed during the Medical Benefit Severance Period and such medical, dental and vision benefits shall terminate at the earlier later of (A) the end twelve month anniversary of the Medical Benefit Severance Period or Date of Termination and (B) the time they would be permitted to terminate under Consolidated Omnibus Budget Reconciliation Act four year anniversary of 1985the date such award was granted. Notwithstanding this Section 4(a), as amended (“COBRA”). As and to in the extent provided by COBRA, Employee will be eligible to continue Employee’s health insurance benefits at Employee’s own expense event that the Executive is terminated other than for Cause or the statutory period prescribed by COBRA, treating Employee’s termination of Executive terminates employment as the “qualifying event” for Good Reason following a Transactional Change in Control (as defined in COBRAthe Outperformance Award Agreement) and where the Common Share Price (as defined in the “Severance Medical Benefits”)Outperformance Award Agreement) does not represent at least 4.5% compound annual growth rate since the Effective Date, the amount payable by the Company pursuant to Section 4(a)(i)(D) shall equal one (1) times the Annual Base Salary.

Other than for Cause, or for Good Reason. If If, during the Employment Period, the Company shall terminate Employeeterminates the Executive’s employment other than for Cause or if Employee shall terminate Employee’s Disability or the Executive terminates his employment for Good Reason:Reason (each, a “Qualifying Termination”): (i) The Company shall pay Employee to the Executive an amount in a single lump sum within 30 10 days after the end of the revocation period for the Release Agreement provided in Section 4(e) below, (provided, however, that the amounts payable pursuant to subparagraph (C) below, if any, will be paid at the same time the bonuses for the year in which the Date of Termination occurs are paid), equal to the sum of — (A) an amount equal to the Executive’s Annual Base Salary (at the rate then being paid to Executive) accruing through the Date of Termination to the extent theretofore unpaid (the “Accrued Base Salary”) plus (B) the amount of any Annual Bonus that, had he remained employed, would otherwise have been paid to the Executive pursuant to Section 2 (b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the “Prior Year Bonus”), plus (C) (without duplication of the amount in clause (B)) a pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination occurs in an amount equal to the product of (A) the Annual Bonus calculated as of the Date of Termination (but not earlier than based on the date on extent to which the Release becomes irrevocablefinancial performance targets applicable to such Annual Bonus (pro rated based on the number of days in such fiscal year through the Date of Termination) a lump sum payment equal to 1.5 times are actually achieved for the sum of (A) Employee’s Base Salary year, and (B) the Annual Bonus that Employee would receive for the year of termination of employment assuming target individual and Company performance (the “Target Annual Bonus”). (ii) The Company shall pay Employee a prorated Annual Bonus for the fiscal year during which the Date of Termination occurs, with the amount of such prorated Annual Bonus based on actual performance and equal to the product of such Annual Bonus multiplied by a fraction, the numerator of which is the number of days in the year of termination through the termination Date of employment during which Employee was employed by the Company Termination and the denominator of which is 365, with such prorated 365 (the “Pro-Rated Annual Bonus Bonus”) plus (D) an amount equal to be payable at two (2) times the same time that annual bonuses are payable to Company executives generallyAnnual Base Salary. (iiiii) Subject to Section 10, During the Company shall, at period commencing on the Company’s election, either (A) provide during Date of Termination and ending on the one-year period beginning on date 12 months after the Date of Termination (the “Medical Benefit Severance COBRA Period”), provided that the Executive properly elects to receive group health insurance continuation coverage under Section 4980B of the Code and the regulations thereunder (“COBRA”), the Company shall pay directly or reimburse the Executive for premiums for such coverage ; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(a)(ii) Employee with continued medicalshall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive’s eligible family members, dental and vision benefits any such coverage shall be reported by the Executive to the Company. Notwithstanding the foregoing, (but no other benefitsA) at if any plan pursuant to which the same level as if Employee remained actively employed during Company is providing such coverage is not, or ceases prior to the Medical Benefit Severance Periodexpiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) pay the Company is otherwise unable to Employee a cash lump sum payment continue to cover the Executive under its group health plans, then, in either case, an amount equal to (1) 12 multiplied by (2) the excess of the monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the COBRA Period (or the remaining portion thereof). All Company equity awards and other performance incentive awards, other than awards provided pursuant to Sections 2(b)(iv) and (v), (which shall vest as defined below) premium as of Employee’s set forth in the applicable award agreement), shall fully vest on the Date of Termination for the medical, dental and vision coverage Employee had immediately prior to Employee’s Date of Termination over the monthly dollar amount Employee would have paid to the Company for such medicalextent not vested. The Executive shall retain any vested equity awards, dental and vision coverage if Employee remained employed during which may not be revoked or annulled by the Medical Benefit Severance PeriodCompany. If the Company elects pursuant Each vested award (to the preceding sentence extent subject to provide medical, dental and vision benefits during exercise) shall be exercisable until the Medical Benefit Severance Period, Employee shall pay the Company on a monthly basis the portion of the periodic cost of such continued coverage equal to the dollar amount of such periodic cost as if Employee remained employed during the Medical Benefit Severance Period and such medical, dental and vision benefits shall terminate at the earlier later of (A) the end twelve month anniversary of the Medical Benefit Severance Period or Date of Termination and (B) the time they would be permitted to terminate under Consolidated Omnibus Budget Reconciliation Act four year anniversary of 1985the date such award was granted. Notwithstanding this Section 4(a), as amended (“COBRA”). As and to in the extent provided by COBRA, Employee will be eligible to continue Employee’s health insurance benefits at Employee’s own expense event that the Executive is terminated other than for Cause or the statutory period prescribed by COBRA, treating Employee’s termination of Executive terminates employment as the “qualifying event” for Good Reason following a Transactional Change in Control (as defined in COBRAthe Outperformance Award Agreement) and where the Common Share Price (as defined in the “Severance Medical Benefits”)Outperformance Award Agreement) does not represent at least 4.5% compound annual growth rate since the Effective Date, the amount payable by the Company pursuant to Section 4(a)(i)(D) shall equal one (1) times the Annual Base Salary.

Other than for Cause, or for Good Reason. If the Company shall terminate EmployeeExecutive’s employment other than for Cause or if Employee Executive shall terminate EmployeeExecutive’s employment for Good Reason: (i) : The Company shall pay Employee Executive within 30 thirty (30) days of the Date of Termination (but not earlier than the date on which the Release becomes irrevocable) a lump sum payment equal to 1.5 times the sum of (A) EmployeeExecutive’s annual Base Salary and (B) the Annual Bonus that Employee annual cash bonus Executive would receive for the year of termination of employment assuming target individual and Company performance performance; provided, that in no event shall the payment made pursuant to this Section 1(a)(i) exceed the Maximum Amount. The term “Maximum Amount,” for purposes of this Agreement, shall mean four million dollars; provided, however, that for any termination that occurs in calendar years subsequent to 2014, the Maximum Amount will be adjusted to reflect increases, if any, in the Consumer Price Index that have occurred in the period between December 31, 2013 and the end of the calendar year immediately preceding the Date of Termination. As an example, if the termination occurs in 2015, the Maximum Amount shall be adjusted for increases in the Consumer Price Index that occur between December 31, 2013 and December 31, 2014, and if the termination occurs in 2016, the Maximum Amount shall be adjusted for increases in the Consumer Price Index that occur between December 31, 2013 and December 31, 2015. For purposes of this Agreement, Consumer Price Index means the CPI for All Urban Consumers (All Items; Base Year 1982), compiled and published by the “Target Annual Bonus”)Bureau of Labor Statistics of the United States Department of Labor. (iii) The Company shall pay Employee a prorated Annual Bonus for the fiscal year during which the Date of Termination occurs, with the amount of such prorated Annual Bonus based on actual performance and equal to the product of such Annual Bonus multiplied by a fraction, the numerator of which is the number of days in the year of the termination of employment during which Employee was employed by the Company and the denominator of which is 365, with such prorated Annual Bonus to be payable at the same time that annual bonuses are payable to Company executives generally. (iii) Subject to Section 10, the Company shall, at the Company’s election, either (A) provide during the one-one (1) year period beginning on the Date of Termination (the “Medical Benefit Severance Period”) Employee Executive with continued medical, dental and vision benefits (but no other benefits) at the same level as if Employee Executive remained actively employed during the Medical Benefit Severance Period, or (B) pay to Employee Executive a cash lump sum payment equal to (1) 12 twelve (12) multiplied by (2) the excess of the monthly COBRA (as defined below) premium as of EmployeeExecutive’s Date of Termination for the medical, dental and vision coverage Employee Executive had immediately prior to EmployeeExecutive’s Date of Termination over the monthly dollar amount Employee Executive would have paid to the Company for such medical, dental and vision coverage if Employee Executive remained employed during the Medical Benefit Severance Period. If the Company elects pursuant to the preceding sentence to provide medical, dental and vision benefits during the Medical Benefit Severance Period, Employee Executive shall pay the Company on a monthly basis the portion of the periodic cost of such continued coverage equal to the dollar amount of such periodic cost as if Employee Executive remained employed during the Medical Benefit Severance Period and such medical, dental and vision benefits shall terminate at the earlier of (A) the end of the Medical Benefit Severance Period or (B) the time they would be permitted to terminate under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). As and to the extent provided by COBRA, Employee Executive will be eligible to continue EmployeeExecutive’s health insurance benefits at EmployeeExecutive’s own expense for the statutory period prescribed by COBRA, treating EmployeeExecutive’s termination of employment as the “qualifying event” (as defined in COBRA) (the “Severance Medical Benefits”).

Other than for Cause, or for Good Reason. If Upon the date specified in a written notice (i) from the Board terminating the Executive’s employment for any reason other than for Cause, the Executive’s death, the Executive’s “Disability,” or the expiration of the Term of Employment (and in the event no date is specified in the notice, the termination shall be effective upon the date on which the notice is delivered to the Executive); or (ii) from the Executive terminating his employment for “Good Reason.” In such event, the Company shall terminate Employeepay to the Executive: (t) the Accrued Benefits; plus (u) an amount equal to a fraction of the Annual Bonus the Executive would have received for the calendar year of the termination, where the numerator of the fraction is the number of calendar days the Executive was employed during the calendar year and the denominator of the fraction is 365, which amount shall be payable at the time the Company normally pays the Annual Bonus and subject to achievement of the applicable performance metric; (v) an amount equal to one-twelfth (1/12) of the average annualized Base Salary the Executive was earning in the calendar year of the termination and the immediately preceding calendar year, multiplied by the applicable number of months in the Severance Period, which amount shall be paid in substantially equal payments over the course of the Severance Period in accordance with the Company’s normal payroll practices during such period; plus (w) an amount equal to one-twelfth (1/12) of the average Annual Bonus paid to the Executive for the immediately preceding two (2) years (provided that the amount of any Annual Bonus in excess of $12,000,000 shall be disregarded), multiplied by the number of months in the Severance Period, which amount shall be paid in substantially equal payments over the course of the Severance Period in accordance with the Company’s normal payroll practices during such period; plus (x) plus accelerated vesting of the granted but unvested Stock Options in accordance with Paragraph 4(c)(vi); plus (y) accelerated vesting and payment of the Executive’s granted and unvested New SARs pursuant to the terms of Paragraph 4(d)(ii) of the Prior Agreement; plus (z) the Executive and his dependents may elect to (1) continue to receive coverage under the Company’s group health benefits plan to the extent permitted by, and under the terms of, such plan and to the extent such benefits continue to be provided to the former executives of the Company generally, or (2) receive COBRA continuation of the group health benefits previously provided to the Executive and his family pursuant to Paragraph 5 (provided Executive timely elects such COBRA coverage) in which case the Company shall pay the premiums for such COBRA coverage up to the maximum applicable COBRA period, provided that if the Company determines that the provision of continued group health coverage at the Company’s expense may result in Federal taxation of the benefit provided thereunder to Executive or his family (e.g., because such benefits are provided by a self-insured basis by the Company) or in other penalties applied to the Company, then the Executive shall be obligated to pay the full monthly premium for such coverage and, in such event, the Company shall pay the Executive, in a lump sum (or, if such lump sum would violate IRC 409A, in monthly installments), an amount equivalent to the monthly premium for COBRA coverage for the remaining balance of the maximum COBRA period (provided, that the Company shall cease to pay such COBRA premiums at such time that Executive obtains new employment and is eligible for health insurance benefits from the new employer or COBRA rights otherwise expire) ((u), (v), (w), (x) (y) and (z) hereinafter, the “Severance Benefits”). For the purposes of this Agreement, the “Severance Period” shall be a period of twenty-four (24) months commencing on the termination of the Executive’s employment. If the Executive’s employment is terminated by the Executive for Good Reason or by the Company other than for Cause or the Executive shall continue to earn each of the outstanding PRSUs (including any outstanding PRSUs granted under the Prior Agreement), if Employee shall terminate Employeeand to the extent the performance metrics are satisfied during the applicable performance period, based upon actual performance through the end of the applicable performance period, as certified by the Compensation Committee, as if the Executive’s employment had not terminated. The PRSUs shall be paid at the same time as if the Executive continued to be employed by the Company. If such termination is prior to the grant date (within the first ninety (90) days of the applicable performance period before the performance metrics for such performance period have been established) then there will be no grant of such tranche (and no PRSUs for such tranche may be earned). The Executive shall have “Good Reason” as a result of the Company’s: (i) The Company shall pay Employee within 30 days reduction of the Date of Termination (but not earlier than the date on which the Release becomes irrevocable) a lump sum payment equal to 1.5 times the sum of (A) EmployeeExecutive’s Base Salary and (B) the Annual Bonus that Employee would receive for the year of termination of employment assuming target individual and Company performance (the “Target Annual Bonus”).Salary; (ii) The Company shall pay Employee a prorated Annual Bonus for the fiscal year during which the Date of Termination occurs, with material reduction in the amount of such prorated the Annual Bonus based on actual performance and equal which Executive is eligible to the product of such Annual Bonus multiplied by a fraction, the numerator of which is the number of days in the year of the termination of employment during which Employee was employed by the Company and the denominator of which is 365, with such prorated Annual Bonus to be payable at the same time that annual bonuses are payable to Company executives generally.earn; (iii) Subject to Section 10, relocation of Executive’s primary office at the Company shall, at the Companyto a facility or location that is more than forty (40) miles away from Executive’s election, either (A) provide during the one-year period beginning on the Date of Termination (the “Medical Benefit Severance Period”) Employee with continued medical, dental and vision benefits (but no other benefits) at the same level as if Employee remained actively employed during the Medical Benefit Severance Period, or (B) pay to Employee a cash lump sum payment equal to (1) 12 multiplied by (2) the excess of the monthly COBRA (as defined below) premium as of Employee’s Date of Termination for the medical, dental and vision coverage Employee had primary office location immediately prior to Employeesuch relocation and is further away from Executive’s Date residence; (iv) material reduction of Termination over Executive’s duties; or (v) material breach of this Agreement. The Executive’s employment shall not be terminated for Good Reason under this subparagraph (c) unless the monthly dollar amount Employee would have paid Executive notifies the Board in writing, within 90 days of the event or last event giving rise to the Company alleged Good Reason, of his intention to terminate his employment for Good Reason, describes with reasonably specificity the circumstances giving rise thereto, and (provided such medical, dental and vision coverage if Employee remained employed during circumstances are susceptible of being cured by the Medical Benefit Severance Period. If Company) provides the Company elects pursuant a period of at least ten (10) business days to the preceding sentence to provide medicalcure, dental and vision benefits during the Medical Benefit Severance Period, Employee shall pay the Company on has failed to effect such a monthly basis cure within such period and the portion of the periodic cost of such continued coverage equal to the dollar amount of such periodic cost as if Employee remained employed during the Medical Benefit Severance Period and such medical, dental and vision benefits shall terminate at the earlier of Executive then resigns within ten (A10) business days following the end of the Medical Benefit Severance Period or (B) the time they would be permitted to terminate under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). As and to the extent provided by COBRA, Employee will be eligible to continue Employee’s health insurance benefits at Employee’s own expense for the statutory period prescribed by COBRA, treating Employee’s termination of employment as the “qualifying event” (as defined in COBRA) (the “Severance Medical Benefits”)cure period.

Other than for Cause, or for Good Reason. If Upon the Company shall terminate Employeedate specified in a written notice (i) from the Board of Directors terminating the Executive’s employment for any reason other than for Cause Cause, the Executive’s death, the Executive’s “Disability,” or if Employee shall terminate Employee’s employment for Good Reason: (i) The Company shall pay Employee within 30 days the expiration of the Date Term of Termination Employment (but not earlier than and in the event no date is specified in the notice, the termination shall be effective upon the date on which the Release becomes irrevocablenotice is delivered to the Executive); or (ii) a lump sum payment from the Executive terminating his employment for “Good Reason.” In such event, the Company shall pay to the Executive: (u) the Accrued Benefits; plus (v) an amount equal to 1.5 times the sum a fraction of (A) Employee’s Base Salary and (B) the Annual Bonus that Employee the Executive would receive have received for the calendar year of the termination of employment assuming target individual and Company performance (the “Target including any guaranteed Annual Bonus”). , where the numerator of the fraction is the number of calendar days the Executive was employed during the calendar year and the denominator of the fraction is 365, which amount shall be payable at the time the Company normally pays the Annual Bonus; (iiw) The Company an amount equal to one-twelfth (1/12) of the Executive’s then current annualized Base Salary multiplied by the applicable number of months in the Severance Period, which amount shall pay Employee a prorated Annual Bonus for be paid in substantially equal payments over the fiscal year during which course of the Date of Termination occurs, Severance Period in accordance with the Company’s normal payroll practices during such period; plus (x) an amount of such prorated Annual Bonus based on actual performance and equal to one-twelfth (1/12) of the product of such Executive’s then current Target Annual Bonus multiplied by a fraction, the numerator of which is the number of days months in the year Severance Period, which amount shall be paid in substantially equal payments over the course of the termination of employment during which Employee was employed by the Company and the denominator of which is 365, Severance Period in accordance with such prorated Annual Bonus to be payable at the same time that annual bonuses are payable to Company executives generally. (iii) Subject to Section 10, the Company shall, at the Company’s electionnormal payroll practices during such period; plus (y) accelerated vesting and payment of Executive’s Appreciation Units under the DAP in accordance with Paragraph 4(d) hereof; plus (z) payment of the “COBRA” premiums for the continuation of Company group health insurance benefits provided to Executive and his family pursuant to Paragraph 5 (provided Executive timely elects such COBRA coverage) for the Severance Period (provided, either that the Company shall cease to pay such COBRA premiums at such time that Executive obtains new employment and is eligible for health insurance benefits from the new employer or COBRA rights otherwise expire) ((u), (v), (w), (x) (y) and (z) hereinafter, the “Severance Benefits”). For the purposes of this Agreement, the “Severance Period” shall be: (A) provide during a period of thirty-six (36) months if such termination occurs prior to the onefirst anniversary of the Effective Date, (B) a period of thirty (30) months if such termination occurs on or after the first anniversary but before the second anniversary of the Effective Date, (C) a period of twenty-year four (24) months if such termination occurs on or after the second anniversary but before the third anniversary of the Effective Date, (D) a period beginning of eighteen (18) months if such termination occurs on or after the Date third anniversary but before the fourth anniversary of Termination (the “Medical Benefit Severance Period”) Employee with continued medical, dental and vision benefits (but no other benefits) at the same level as if Employee remained actively employed during the Medical Benefit Severance PeriodEffective Date, or (BE) pay to Employee a cash lump sum payment equal to period of twelve (12) months if such termination occurs on or after the fourth anniversary. The Executive shall have “Good Reason” as a result of the Company’s: (1) 12 multiplied by reduction of Executive’s Base Salary; (2) material reduction in the excess amount of the monthly COBRA Annual Bonus which Executive is eligible to earn; (as defined below3) premium as relocation of EmployeeExecutive’s Date of Termination for primary office at the medical, dental and vision coverage Employee had Company to a facility or location that is more than forty (40) miles away from Executive’s primary office location immediately prior to Employeesuch relocation and is further away from Executive’s Date residence, provided that a relocation to midtown Manhattan, New York shall not constitute Good Reason; (4) material reduction of Termination over Executive’s duties; or (5) material breach of this Agreement. The Executive’s employment shall not be terminated for Good Reason under this subparagraph (c) unless the monthly dollar amount Employee would have paid Executive notifies the Board in writing of his intention to terminate his employment for Good Reason, describes with reasonably specificity the circumstances giving rise thereto, and (provided such circumstances are susceptible of being cured by the Company) provides the Company for such medicala period of at least ten (10) business days to cure, dental and vision coverage if Employee remained employed during the Medical Benefit Severance Period. If the Company elects pursuant has failed to the preceding sentence to provide medical, dental and vision benefits during the Medical Benefit Severance Period, Employee shall pay the Company on effect such a monthly basis the portion of the periodic cost of cure within such continued coverage equal to the dollar amount of such periodic cost as if Employee remained employed during the Medical Benefit Severance Period and such medical, dental and vision benefits shall terminate at the earlier of (A) the end of the Medical Benefit Severance Period or (B) the time they would be permitted to terminate under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). As and to the extent provided by COBRA, Employee will be eligible to continue Employee’s health insurance benefits at Employee’s own expense for the statutory period prescribed by COBRA, treating Employee’s termination of employment as the “qualifying event” (as defined in COBRA) (the “Severance Medical Benefits”)period.

Other than for Cause, or for Good Reason. If Upon the Company shall terminate Employeedate specified in a written notice (i) from the Board terminating the Executive’s employment for any reason other than for Cause Cause, the Executive’s death, the Executive’s “Disability,” or if Employee shall terminate Employee’s employment for Good Reason: (i) The Company shall pay Employee within 30 days the expiration of the Date Term of Termination Employment (but not earlier than and in the event no date is specified in the notice, the termination shall be effective upon the date on which the Release becomes irrevocablenotice is delivered to the Executive); or (ii) from the Executive terminating his employment for “Good Reason.” In such event, the Company shall pay to the Executive: (u) the Accrued Benefits; plus (v) an amount equal to a fraction of the Annual Bonus the Executive would have received for the calendar year of the termination, where the numerator of the fraction is the number of calendar days the Executive was employed during the calendar year and the EXECUTION COPY denominator of the fraction is 365, which amount shall be payable at the time the Company normally pays the Annual Bonus and subject to achievement of the applicable performance metric; (w) an amount equal to one-twelfth (1/12) of the average annualized Base Salary the Executive was earning in the calendar year of the termination and the immediately preceding calendar year, multiplied by the applicable number of months in the Severance Period, which amount shall be paid in substantially equal payments over the course of the Severance Period in accordance with the Company’s normal payroll practices during such period; plus (x) an amount equal to one-twelfth (1/12) of the average Annual Bonus paid to the Executive for the immediately preceding two years, multiplied by the number of months in the Severance Period, which amount shall be paid in substantially equal payments over the course of the Severance Period in accordance with the Company’s normal payroll practices during such period; plus (y) accelerated vesting and payment of Executive’s Appreciation Units under the DAP and the granted but unvested Special CS-SARs and granted but unvested New SARs in accordance with Paragraph 4(d)(iii) hereof; plus (z) the Executive and his dependents may elect to (1) continue to receive coverage under the Company’s group health benefits plan to the extent permitted by, and under the terms of, such plan and to the extent such benefits continue to be provided to the former executives of the Company generally, or (2) receive COBRA continuation of the group health benefits previously provided to the Executive and his family pursuant to Paragraph 5 (provided Executive timely elects such COBRA coverage) in which case the Company shall pay the premiums for such COBRA coverage up to the maximum applicable COBRA period, provided that if the Company determines that the provision of continued group health coverage at the Company’s expense may result in Federal taxation of the benefit provided thereunder to Executive or his family (e.g., because such benefits are provided by a self-insured basis by the Company) or in other penalties applied to the Company, then the Executive shall be obligated to pay the full monthly premium for such coverage and, in such event, the Company shall pay the Executive, in a lump sum payment equal (or, if such lump sum would violate IRC 409A, in monthly installments), an amount equivalent to 1.5 times the sum monthly premium for COBRA coverage for the remaining balance of the maximum COBRA period (provided, that the Company shall cease to pay such COBRA premiums at such time that Executive obtains new employment and is eligible for health insurance benefits from the new employer or COBRA rights otherwise expire) ((u), (v), (w), (x) (y) and (z) hereinafter, the “Severance Benefits”). For the purposes of this Agreement, the “Severance Period” shall be a period of twenty-four (24) months commencing on the termination of the Executive’s employment. If the Executive’s employment is terminated by the Executive for Good Reason or by the Company other than for Cause the Executive shall continue to earn each of the outstanding PRSUs, if and to the extent the performance metrics are satisfied during the applicable performance period, based upon actual performance through the end of the applicable performance period, as certified by the Compensation Committee, as if the Executive’s employment had not terminated. The PRSUs shall be paid at the same time as if the Executive continued to be employed by the Company. If such termination is prior to the grant date (within the first ninety (90) days of the applicable performance period before the performance metrics for such performance period have been established) then there will be no grant of such tranche (and no PRSUs for such tranche may be earned), provided further that if such termination is prior to the grant date for: (A) Employee’s Base Salary the 2015 tranche of New PRSUs, then the Company shall pay the EXECUTION COPY Executive as additional Severance Benefits $61,000,000, to be paid to the Executive in one installment of $16,000,000 in 2015 plus three equal installments of $15,000,000 in each of 2016, 2017 and 2018, with each installment paid during the first 90 days of such calendar year, or (B) the Annual Bonus that Employee would receive 2016 tranche of New PRSUs (but after the grant date for the year 2015 tranche of termination of employment assuming target individual and Company performance (New PRSUs), then the “Target Annual Bonus”). (ii) The Company shall pay Employee a prorated Annual Bonus the Executive as additional Severance Benefits $45,000,000, to be paid to the Executive in three equal installments, with each installment paid during the first 90 days of 2016, 2017 and 2018, or (C) the 2017 tranche of New PRSUs (but after the grant date for the fiscal year during which 2016 tranche of New PRSUs), then the Date of Termination occursCompany shall pay the Executive as additional Severance Benefits $30,000,000, to be paid to the Executive in two equal installments, with each installment paid during the amount first 90 days of such prorated Annual Bonus based on actual performance 2017 and equal 2018, or (D) the 2018 tranche of New PRSUs, (but after the grant date for the 2017 tranche of New PRSUs), then the Company shall pay the Executive as additional Severance Benefits $15,000,000, to be paid to the product Executive during the first 90 days of 2018 (any such Annual Bonus multiplied payments subject to the applicable withholding). If the Executive’s employment is terminated by a fraction, the numerator of which is the number of days in the year of the termination of employment during which Employee was employed Executive for Good Reason or by the Company other than for Cause prior to the Executive receiving all of the replenishment awards associated with the 2014 New SAR award (such awards to be received in 2015, 2016, 2017 and 2018), such future New SAR awards will not be issued (“Ungranted SARs”); however, on each date in the denominator future when the Executive would have received a payment in settlement of which is 365such Ungranted SAR (had such Ungranted SARs in fact been granted), the Company shall pay to the Executive a cash payment equal in amount to the payment the Executive would have received had he continued to receive such Ungranted SARs, with such prorated Annual Bonus to be amount payable at the same time that as the Executive would have received payments under such Ungranted SARs, as if the Executive’s employment had not terminated (“Phantom CS-SARs”). In the event the Company does not have any publicly traded stock, or as a result of a Change in Control the publicly traded stock price does not (in the reasonable determination of the Board) accurately reflect the value of the business managed by the Executive, then the “strike price” and “appreciated value on exercise” of such Phantom CS-SARs shall be determined assuming a 7% annual bonuses are payable rate of growth (compounded annually), commencing from the date 10 days prior the last business day the Company had publicly traded stock, or the date 10 days prior to Company executives generally.such Change in Control (as a result of which the Board determined the publicly traded stock price does not accurately reflect the value of the business managed by the Executive), as applicable, in each case with such value determined using the average closing price on the 10 days preceding and including such date and the 10 days following such date. The Executive shall have “Good Reason” as a result of the Company’s: (iii1) Subject reduction of Executive’s Base Salary; (2) material reduction in the amount of the Annual Bonus which Executive is eligible to Section 10, earn; (3) relocation of Executive’s primary office at the Company shallto a facility or location that is more than forty (40) miles away from Executive’s primary office location immediately prior to such relocation and is further away from Executive’s residence, at provided that requiring the Executive to spend such time in Silver Spring, Maryland as the Board believes is reasonably necessary or appropriate for the Company’s electionbusiness shall not constitute Good Reason; (4) material reduction of Executive’s duties; or (5) material breach of this Agreement. The Executive’s employment shall not be terminated for Good Reason under this subparagraph (c) unless the Executive notifies the Board in writing, either (A) provide during the one-year period beginning on the Date of Termination (the “Medical Benefit Severance Period”) Employee with continued medical, dental and vision benefits (but no other benefits) at the same level as if Employee remained actively employed during the Medical Benefit Severance Period, or (B) pay to Employee a cash lump sum payment equal to (1) 12 multiplied by (2) the excess within 90 days of the monthly COBRA (as defined below) premium as of Employee’s Date of Termination for the medical, dental and vision coverage Employee had immediately prior to Employee’s Date of Termination over the monthly dollar amount Employee would have paid event or last event giving rise to the Company alleged Good Reason, of his intention to terminate his employment for Good Reason, describes with reasonably specificity the circumstances giving rise thereto, and (provided such medical, dental and vision coverage if Employee remained employed during circumstances are susceptible of being cured by the Medical Benefit Severance Period. If Company) provides the Company elects pursuant a period of at least ten (10) business days to the preceding sentence to provide medicalcure, dental and vision benefits during the Medical Benefit Severance Period, Employee shall pay the Company on has failed to effect such a monthly basis cure within such period and the portion of the periodic cost of such continued coverage equal to the dollar amount of such periodic cost as if Employee remained employed during the Medical Benefit Severance Period and such medical, dental and vision benefits shall terminate at the earlier of Executive then resigns within ten (A10) business days following the end of the Medical Benefit Severance Period or (B) the time they would be permitted to terminate under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). As and to the extent provided by COBRA, Employee will be eligible to continue Employee’s health insurance benefits at Employee’s own expense for the statutory period prescribed by COBRA, treating Employee’s termination of employment as the “qualifying event” (as defined in COBRA) (the “Severance Medical Benefits”)cure period.

Other than for Cause, or for Good Reason. If If, during the Term, the Company shall terminate Employee’s Executive's employment other than for Cause (but not for Disability), or if Employee the Executive shall terminate Employee’s his employment for Good Reason:, (i1) The Company shall pay Employee Executive within 30 days of the Date date of Termination termination of employment (but not earlier than the date on which the Release becomes irrevocable) a lump sum payment equal to 1.5 times the sum of (A) Employee’s one year of Executive's annual Base Salary and as then in effect plus (B) the Executive's Maximum Annual Bonus that Employee would receive for the year of termination termination. (2) Executive shall be treated as having one additional year of employment assuming target individual service for purposes of vesting in restricted stock then outstanding and Company performance not yet fully vested, and the duration within which any option awarded to Executive then outstanding and vested and exercisable may be exercised shall be extended by one year (but not beyond the “Target Annual Bonus”maximum duration for options permitted by the LTIP). (ii3) The Company shall pay Employee a prorated Annual Bonus for the fiscal year during which the Date of Termination occurs, with the amount of such prorated Annual Bonus based on actual performance and equal to the product of such Annual Bonus multiplied by a fraction, the numerator of which is the number of days in the year of the termination of employment during which Employee was employed by the Company and the denominator of which is 365, with such prorated Annual Bonus to be payable at the same time that annual bonuses are payable to Company executives generally. (iii) Subject to Section 10, the Company shall, at the Company’s election, either (A) provide during During the one-year period beginning on the Date of Termination (the “Medical Benefit "Severance Period”) Employee "), the Company shall provide Executive with continued medical, dental dental, long-term disability and vision life insurance benefits (but no other benefits) at the same level levels as if Employee he remained actively employed during the Medical Benefit Severance Period; provided that Executive shall not participate in any bonus, vacation pay, retirement benefits, long-term incentive, stock option or (B) other equity grant plan, program or arrangement after the Date of Termination, provided farther, if Executive is unable to participate in such benefit plans as offered by the Company to active employees, the Company will pay to Employee a cash lump sum payment equal to (1) 12 multiplied by (2) Executive the excess of the monthly COBRA (as defined below) premium as of Employee’s Date of Termination for the medical, dental and vision coverage Employee had immediately prior to Employee’s Date of Termination over the monthly dollar amount Employee would have paid to cost which the Company pays for such medicalsimilarly situated active senior management employees; provided farther, dental and vision coverage if Employee remained employed during the Medical Benefit Severance Period. If the Company elects pursuant to the preceding sentence to provide medical, dental and vision benefits during the Medical Benefit Severance Period, Employee that Executive shall pay the Company on a monthly basis the portion of the periodic cost of such continued coverage equal to the dollar amount of such periodic cost as if Employee he remained employed during the Medical Benefit Severance Period and Period; provided farther, that such medical, dental and vision welfare benefits shall terminate at be reduced to the earlier of (A) extent Executive receives similar benefits from a subsequent employer. As and to the end of extent provided by the Medical Benefit Severance Period or (B) the time they would be permitted to terminate under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”"). As and to the extent provided by COBRA, Employee Executive will be eligible to continue Employee’s his health insurance benefits at Employee’s his own expense for the statutory period prescribed by COBRA, treating Employee’s termination of employment as COBRA following the “"qualifying event” " (as defined in COBRA) occurring at the end of Severance Period and, later, to the extent provided in such benefit plan, program or arrangement, to convert such benefits to an individual policy. (4) Executive shall become immediately vested in all accounts or accrued benefits under any defined contribution plan or program qualified under Section 401 (a) of the “Severance Medical Benefits”)Internal Revenue Code of 1986, as amended, including without limitation the 401(k) Plan; provided that to the extent such vesting is not allowed pursuant to the terms of such plans, the Company shall pay to Executive an amount equal to the sum of the value of the unvested portion of such accounts or accrued benefits as of the Date of Termination and forfeited by Executive due to termination of employment.

Other than for Cause, or for Good Reason. If Upon the Company shall terminate Employeedate specified in a written notice (i) from the Board terminating the Executive’s employment for any reason other than for Cause Cause, the Executive’s death, the Executive’s “Disability,” or if Employee shall terminate Employee’s employment for Good Reason: (i) The Company shall pay Employee within 30 days the expiration of the Date Term of Termination Employment (but not earlier than and in the event no date is specified in the notice, the termination shall be effective upon the date on which the Release becomes irrevocablenotice is delivered to the Executive); or (ii) a lump sum payment from the Executive terminating his employment for “Good Reason.” In such event, the Company shall pay to the Executive: (t) the Accrued Benefits; plus (u) an amount equal to 1.5 times the sum a fraction of (A) Employee’s Base Salary and (B) the Annual Bonus that Employee the Executive would receive have received for the calendar year of termination of employment assuming target individual and Company performance (the “Target Annual Bonus”). (ii) The Company shall pay Employee a prorated Annual Bonus for the fiscal year during which the Date of Termination occurstermination, with the amount of such prorated Annual Bonus based on actual performance and equal to the product of such Annual Bonus multiplied by a fraction, where the numerator of which the fraction is the number of calendar days the Executive was employed during the calendar year and the denominator of the fraction is 365, which amount shall be payable at the time the Company normally pays the Annual Bonus and subject to achievement of the applicable performance metric; (v) an amount equal to one-twelfth (1/12) of the average annualized Base Salary the Executive was earning in the calendar year of the termination and the immediately preceding calendar year, multiplied by the applicable number of months in the Severance Period, which amount shall be paid in substantially equal payments over the course of the Severance Period in accordance with the Company’s normal payroll practices during such period; plus (w) an amount equal to one-twelfth (1/12) of the average Annual Bonus paid to the Executive for the immediately preceding two years (provided that the amount of any Annual Bonus in excess of $12,000,000 shall be disregarded), multiplied by the number of months in the Severance Period, which amount shall be paid in substantially equal payments over the course of the Severance Period in accordance with the Company’s normal payroll practices during such period; plus (x) accelerated vesting and payment of Executive’s granted but unvested New SARs in accordance with Paragraph 4(d)(ii) hereof; (y) plus accelerated vesting of the granted but unvested Stock Options in accordance with Paragraph 4(c)(iv); plus (z) the Executive and his dependents may elect to (1) continue to receive coverage under the Company’s group health benefits plan to the extent permitted by, and under the terms of, such plan and to the extent such benefits continue to be provided to the former executives of the Company generally, or (2) receive COBRA continuation of the group health benefits previously provided to the Executive and his family pursuant to Paragraph 5 (provided Executive timely elects such COBRA coverage) in which case the Company shall pay the premiums for such COBRA coverage up to the maximum applicable COBRA period, provided that if the Company determines that the provision of continued group health coverage at the Company’s expense may result in Federal taxation of the benefit provided thereunder to Executive or his family (e.g., because such benefits are provided by a self-insured basis by the Company) or in other penalties applied to the Company, then the Executive shall be obligated to pay the full monthly premium for such coverage and, in such event, the Company shall pay the Executive, in a lump sum (or, if such lump sum would violate IRC 409A, in monthly installments), an amount equivalent to the monthly premium for COBRA coverage for the remaining balance of the maximum COBRA period (provided, that the Company shall cease to pay such COBRA premiums at such time that Executive obtains new employment during which Employee was employed and is eligible for health insurance benefits from the new employer or COBRA rights otherwise expire) ((u), (v), (w), (x) (y) and (z) hereinafter, the “Severance Benefits”). For the purposes of this Agreement, the “Severance Period” shall be a period of twenty-four (24) months commencing on the termination of the Executive’s employment. If the Executive’s employment is terminated by the Executive for Good Reason or by the Company other than for Cause the Executive shall continue to earn each of the outstanding PRSUs, if and to the denominator extent the performance metrics are satisfied during the applicable performance period, based upon actual performance through the end of which is 365the applicable performance period, with such prorated Annual Bonus to as certified by the Compensation Committee, as if the Executive’s employment had not terminated. The PRSUs shall be payable paid at the same time that annual bonuses are payable as if the Executive continued to Company executives generally. (iii) Subject to Section 10, the Company shall, at be employed by the Company’s election, either . If such termination is prior to the grant date (Awithin the first ninety (90) provide during days of the one-year applicable performance period beginning on before the Date performance metrics for such performance period have been established) then there will be no grant of Termination such tranche (and no PRSUs for such tranche may be earned). The Executive shall have “Good Reason” as a result of the “Medical Benefit Severance Period”) Employee with continued medical, dental and vision benefits (but no other benefits) at the same level as if Employee remained actively employed during the Medical Benefit Severance Period, or (B) pay to Employee a cash lump sum payment equal to Company’s: (1) 12 multiplied by reduction of Executive’s Base Salary; (2) material reduction in the excess amount of the monthly COBRA Annual Bonus which Executive is eligible to earn; (as defined below3) premium as relocation of EmployeeExecutive’s Date of Termination for primary office at the medical, dental and vision coverage Employee had Company to a facility or location that is more than forty (40) miles away from Executive’s primary office location immediately prior to Employeesuch relocation and is further away from Executive’s Date residence; (4) material reduction of Termination over Executive’s duties; or (5) material breach of this Agreement. The Executive’s employment shall not be terminated for Good Reason under this subparagraph (c) unless the monthly dollar amount Employee would have paid Executive notifies the Board in writing, within 90 days of the event or last event giving rise to the Company alleged Good Reason, of his intention to terminate his employment for Good Reason, describes with reasonably specificity the circumstances giving rise thereto, and (provided such medical, dental and vision coverage if Employee remained employed during circumstances are susceptible of being cured by the Medical Benefit Severance Period. If Company) provides the Company elects pursuant a period of at least ten (10) business days to the preceding sentence to provide medicalcure, dental and vision benefits during the Medical Benefit Severance Period, Employee shall pay the Company on has failed to effect such a monthly basis cure within such period and the portion of the periodic cost of such continued coverage equal to the dollar amount of such periodic cost as if Employee remained employed during the Medical Benefit Severance Period and such medical, dental and vision benefits shall terminate at the earlier of Executive then resigns within ten (A10) business days following the end of the Medical Benefit Severance Period or (B) the time they would be permitted to terminate under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). As and to the extent provided by COBRA, Employee will be eligible to continue Employee’s health insurance benefits at Employee’s own expense for the statutory period prescribed by COBRA, treating Employee’s termination of employment as the “qualifying event” (as defined in COBRA) (the “Severance Medical Benefits”)cure period.

Other than for Cause, or for Good Reason. If If, during the Term, the Company shall terminate Employee’s Executive's employment other than for Cause (but not for Disability), or if Employee the Executive shall terminate Employee’s his employment for Good Reason:, (i1) The Company shall pay Employee Executive within 30 days of the Date date of Termination termination of employment (but not earlier than the date on which the Release becomes irrevocable) a lump sum payment equal to 1.5 times the sum one year of (A) Employee’s Executive's annual Base Salary and (B) the as then in effect plus Executive's Maximum Annual Bonus that Employee would receive for the year of termination of employment assuming target individual and Company performance (the “Target Annual Bonus”)termination. (ii2) The Company Executive shall pay Employee a prorated Annual Bonus for the fiscal year during which the Date of Termination occurs, with the amount of such prorated Annual Bonus based on actual performance and equal to the product of such Annual Bonus multiplied by a fraction, the numerator of which is the number of days in the be treated as having one additional year of service for purposes of vesting in Restricted Stock then outstanding and not yet fully vested, and the termination of employment during duration within which Employee was employed any Option awarded to Executive then outstanding and vested and exercisable may be exercised shall be extended by one year (but not beyond the maximum duration for Options permitted by the Company LTIP); provided, however, that any Options and the denominator of which is 365Restricted Stock granted as an engagement bonus under Section 4(c) hereof then outstanding and not yet fully vested, with such prorated Annual Bonus to be payable at the same time that annual bonuses are payable to Company executives generallyshall become fully vested. (iii3) Subject to Section 10, the Company shall, at the Company’s election, either (A) provide during During the one-year period beginning on the Date of Termination (the “Medical Benefit "Severance Period”) Employee "), the Company shall provide Executive with continued medical, dental dental, long-term disability and vision life insurance benefits (but no other benefits) at the same level levels as if Employee he remained actively employed during the Medical Benefit Severance Period; provided that Executive shall not participate in any bonus, vacation pay, retirement benefits, long-term incentive, stock option or (B) other equity grant plan, program or arrangement after the Date of Termination, provided further, if Executive is unable to participate in such benefit plans as offered by the Company to active employees, the Company will pay to Employee a cash lump sum payment equal to (1) 12 multiplied by (2) Executive the excess of the monthly COBRA (as defined below) premium as of Employee’s Date of Termination for the medical, dental and vision coverage Employee had immediately prior to Employee’s Date of Termination over the monthly dollar amount Employee would have paid to cost which the Company pays for such medicalsimilarly situated active senior management employees; provided further, dental and vision coverage if Employee remained employed during the Medical Benefit Severance Period. If the Company elects pursuant to the preceding sentence to provide medical, dental and vision benefits during the Medical Benefit Severance Period, Employee that Executive shall pay the Company on a monthly basis the portion of the periodic cost of such continued coverage equal to the dollar amount of such periodic cost as if Employee he remained employed during the Medical Benefit Severance Period and Period; provided further, that such medical, dental and vision welfare benefits shall terminate at be reduced to the earlier of (A) extent Executive receives similar benefits from a subsequent employer. As and to the end of extent provided by the Medical Benefit Severance Period or (B) the time they would be permitted to terminate under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”"). As and to the extent provided by COBRA, Employee Executive will be eligible to continue Employee’s his health insurance benefits at Employee’s his own expense for the statutory period prescribed by COBRA, treating Employee’s termination of employment as COBRA following the “"qualifying event” " (as defined in COBRA) occurring at the end of Severance Period and, later, to the extent provided in cash benefit plan, program or arrangement, to convert such benefits to an individual policy. (4) Executive shall become immediately vested in all accounts or accrued benefits under any defined contribution plan or program qualified under Section 401(a) of the “Severance Medical Benefits”)Internal Revenue Code of 1986, as amended, including without limitation the 401(k) Plan; provided that to the extent such vesting is not allowed pursuant to the terms of such plans, the Company shall pay to Executive an amount equal to the sum of the value of the unvested portion of such accounts or accrued benefits as of the Date of Termination and forfeited by Executive due to termination of employment.

Other than for Cause, or for Good Reason. If If, during the Term, the Company shall terminate EmployeeExecutive’s employment other than for Cause (but not for Disability), or if Employee the Executive shall terminate Employee’s his employment for Good Reason:, (i1) The Company shall pay Employee Executive within 30 days of the Date date of Termination termination of employment (but not earlier than the date on which the Release becomes irrevocable) a lump sum payment equal to 1.5 times the sum one year of (A) EmployeeExecutive’s annual Base Salary and (B) the as then in effect plus Executive’s Maximum Annual Bonus that Employee would receive for the year of termination termination. (2) Executive shall be treated as having one additional year of employment assuming target individual service for purposes of vesting in Restricted Stock then outstanding and Company performance not yet fully vested, and the duration within which any Option awarded to Executive then outstanding and vested and exercisable may be exercised shall be extended by one year (but not beyond the “Target Annual Bonus”maximum duration for Options permitted by the LTIP). (ii3) The Company shall pay Employee a prorated Annual Bonus for the fiscal year during which the Date of Termination occurs, with the amount of such prorated Annual Bonus based on actual performance and equal to the product of such Annual Bonus multiplied by a fraction, the numerator of which is the number of days in the year of the termination of employment during which Employee was employed by the Company and the denominator of which is 365, with such prorated Annual Bonus to be payable at the same time that annual bonuses are payable to Company executives generally. (iii) Subject to Section 10, the Company shall, at the Company’s election, either (A) provide during During the one-year period beginning on the Date of Termination (the “Medical Benefit Severance Period”) Employee ), the Company shall provide Executive with continued medical, dental dental, long-term disability and vision life insurance benefits (but no other benefits) at the same level levels as if Employee he remained actively employed during the Medical Benefit Severance Period; provided that Executive shall not participate in any bonus, vacation pay, retirement benefits, long-term incentive, stock option or (B) other equity grant plan, program or arrangement after the Date of Termination, provided further, if Executive is unable to participate in such benefit plans as offered by the Company to active employees, the Company will pay to Employee a cash lump sum payment equal to (1) 12 multiplied by (2) Executive the excess of the monthly COBRA (as defined below) premium as of Employee’s Date of Termination for the medical, dental and vision coverage Employee had immediately prior to Employee’s Date of Termination over the monthly dollar amount Employee would have paid to cost which the Company pays for such medicalsimilarly situated active senior management employees; provided further, dental and vision coverage if Employee remained employed during the Medical Benefit Severance Period. If the Company elects pursuant to the preceding sentence to provide medical, dental and vision benefits during the Medical Benefit Severance Period, Employee that Executive shall pay the Company on a monthly basis the portion of the periodic cost of such continued coverage equal to the dollar amount of such periodic cost as if Employee he remained employed during the Medical Benefit Severance Period and Period; provided further, that such medical, dental and vision welfare benefits shall terminate at be reduced to the earlier of (A) extent Executive receives similar benefits from a subsequent employer. As and to the end of extent provided by the Medical Benefit Severance Period or (B) the time they would be permitted to terminate under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). As and to the extent provided by COBRA, Employee Executive will be eligible to continue Employee’s his health insurance benefits at Employee’s his own expense for the statutory period prescribed by COBRA, treating Employee’s termination of employment as COBRA following the “qualifying event” (as defined in COBRA) occurring at the end of Severance Period and, later, to the extent provided in such benefit plan, program or arrangement, to convert such benefits to an individual policy. (4) Executive shall become immediately vested in all accounts or accrued benefits under any defined contribution plan or program qualified under Section 401(a) of the “Severance Medical Benefits”)Internal Revenue Code of 1986, as amended, including without limitation the 401(k) Plan; provided that to the extent such vesting is not allowed pursuant to the terms of such plans, the Company shall pay to Executive an amount equal to the sum of the value of the unvested portion of such accounts or accrued benefits as of the Date of Termination and forfeited by Executive due to termination of employment.

Other than for Cause, or for Good Reason. If If, during the Employment Period, the Company shall terminate Employeeterminates the Executive’s employment other than for Cause or if Employee shall terminate Employee’s Disability or the Executive terminates his employment for Good Reason:Reason (each, a “Qualifying Termination”): (i) The Company shall pay Employee to the Executive an amount in a single lump sum within 30 ten (10) days after the end of the revocation period for the Release Agreement provided in Section 4(e) below, (provided, however, that the amounts payable pursuant to subparagraph (C) below, if any, will be paid at the same time as the bonuses for the year in which the Date of Termination occurs are paid), equal to the sum of (A) an amount equal to the Executive’s Company Base Salary (at the rate then being paid to the Executive) accruing through the Date of Termination to the extent theretofore unpaid (the “Accrued Base Salary”) plus (B) the amount of any Annual Bonus that, had he remained employed, would otherwise have been paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the “Prior Year Bonus”), plus (C) (without duplication of the amount in clause (B)) a pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination occurs in an amount equal to the product of (A) the Annual Bonus calculated as of the Date of Termination (but not earlier than based on the date on extent to which the Release becomes irrevocablefinancial performance targets applicable to such Annual Bonus (pro rated based on the number of days in such fiscal year through the Date of Termination) a lump sum payment equal to 1.5 times are actually achieved for the sum of (A) Employee’s Base Salary year, and (B) the Annual Bonus that Employee would receive for the year of termination of employment assuming target individual and Company performance (the “Target Annual Bonus”). (ii) The Company shall pay Employee a prorated Annual Bonus for the fiscal year during which the Date of Termination occurs, with the amount of such prorated Annual Bonus based on actual performance and equal to the product of such Annual Bonus multiplied by a fraction, the numerator of which is the number of days in the year of termination through the termination Date of employment during which Employee was employed by the Company Termination and the denominator of which is 365, with such prorated 365 (the “Pro-Rated Annual Bonus Bonus”) plus (D) an amount equal to be payable at two (2) times the same time that annual bonuses are payable to Company executives generallyBase Salary. (iiiii) Subject to Section 10, During the Company shall, at period commencing on the Company’s election, either Date of Termination and ending on the date twelve (A12) provide during the one-year period beginning on months after the Date of Termination (the “Medical Benefit Severance COBRA Period”), provided that the Executive properly elects to receive group health insurance continuation coverage under Section 4980B of the Internal Revenue Code, as amended (the “Code”) Employee and the regulations thereunder (“COBRA”), the Company shall pay directly or reimburse the Executive for premiums for such coverage; provided, however, that if the Executive becomes re-employed with continued medicalanother employer and is eligible to receive group health insurance coverage under another employer’s plans, dental the Company’s obligations under this Section 4(a)(ii) shall be reduced to the extent comparable coverage is actually provided to the Executive and vision benefits the Executive’s eligible family members, and any such coverage shall be reported by the Executive to the Company. Notwithstanding the foregoing, (but no other benefitsA) at if any plan pursuant to which the same level as if Employee remained actively employed during Company is providing such coverage is not, or ceases prior to the Medical Benefit Severance Periodexpiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) pay the Company is otherwise unable to Employee a cash lump sum payment continue to cover the Executive under its group health plans, then, in either case, an amount equal to (1) 12 multiplied by (2) the excess of the monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the COBRA Period (as defined below) premium as of Employee’s or the remaining portion thereof). Any Company equity awards and other performance incentive awards hereafter granted to Executive shall fully vest on the Date of Termination for the medical, dental and vision coverage Employee had immediately prior to Employee’s Date of Termination over the monthly dollar amount Employee would have paid to the Company for such medicalextent not vested. The Executive shall retain any vested equity awards, dental and vision coverage if Employee remained employed during which may not be revoked or annulled by the Medical Benefit Severance PeriodCompany. If the Company elects pursuant Each vested award (to the preceding sentence extent subject to provide medical, dental and vision benefits during exercise) shall be exercisable until the Medical Benefit Severance Period, Employee shall pay the Company on a monthly basis the portion of the periodic cost of such continued coverage equal to the dollar amount of such periodic cost as if Employee remained employed during the Medical Benefit Severance Period and such medical, dental and vision benefits shall terminate at the earlier later of (A) the end twelve (12) month anniversary of the Medical Benefit Severance Period or Date of Termination and (B) the time they would be permitted four (4) year anniversary of the date such award was granted. Notwithstanding this Section 4(a), in the event that the Executive is terminated other than for Cause or the Executive terminates employment for Good Reason following a change in control of the Company and where the share price of the Company’s common stock does not represent at least a 4.5% compound annual growth rate since the Effective Date (based on a baseline value of $8.87 per share), the amount payable by the Company pursuant to terminate under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended Section 4(a)(i)(D) shall equal one (“COBRA”). As and to 1) times the extent provided by COBRA, Employee will be eligible to continue Employee’s health insurance benefits at Employee’s own expense for the statutory period prescribed by COBRA, treating Employee’s termination of employment as the “qualifying event” (as defined in COBRA) (the “Severance Medical Benefits”)Company Base Salary.

Other than for Cause, or for Good Reason. If If, during the Term, the Company shall terminate EmployeeExecutive’s employment other than for Cause (but not for Disability), or if Employee the Executive shall terminate Employee’s his employment for Good Reason:, (i1) The Company shall pay Employee Executive within 30 days of the Date date of Termination termination of employment (but not earlier than the date on which the Release becomes irrevocable) a lump sum payment equal to 1.5 times the sum one year of (A) EmployeeExecutive’s annual Base Salary and (B) the as then in effect plus Executive’s Maximum Annual Bonus that Employee would receive for the year of termination; provided that in no event shall the payment made pursuant to this Section 7(b)(1) be in excess of the Maximum Amount. The term Maximum Amount, for purposes of this Agreement, shall mean $3,000,000, provided, however, that for any termination that occurs in calendar years subsequent to 2007, the Maximum Amount will be adjusted to reflect increases, if any, in the Consumer Price Index that have occurred in the period between December 31, 2006 and the end of employment assuming target individual the calendar year immediately preceding the date of termination. As an example, if the termination occurs in 2008, the Maximum Amount shall be adjusted for increases in the Consumer Price Index that occur between December 31, 2006-December 31, 2007 and Company performance if the termination occurs in 2009, the Maximum Amount shall be adjusted for increases in the Consumer Price Index that occur between December 31, 2006-December 31, 2008. For purposes of this Agreement, Consumer Price Index means the CPI for All Urban Consumers (All Items; Base Year 1982 ), compiled and published by the “Target Annual Bonus”Bureau of Labor Statistics of the United States Department of Labor. (2) Executive shall be treated as having one additional year of service for purposes of vesting in Restricted Stock then outstanding and not yet fully vested, and the duration within which any Option awarded to Executive then outstanding and vested and exercisable may be exercised shall be extended by one year (but not beyond the maximum duration for Options permitted by the LTIP). (ii3) The Company shall pay Employee a prorated Annual Bonus for the fiscal year during which the Date of Termination occurs, with the amount of such prorated Annual Bonus based on actual performance and equal to the product of such Annual Bonus multiplied by a fraction, the numerator of which is the number of days in the year of the termination of employment during which Employee was employed by the Company and the denominator of which is 365, with such prorated Annual Bonus to be payable at the same time that annual bonuses are payable to Company executives generally. (iii) Subject to Section 10, the Company shall, at the Company’s election, either (A) provide during During the one-year period beginning on the Date of Termination (the “Medical Benefit Severance Period”) Employee ), the Company shall provide Executive with continued medical, dental dental, long-term disability and vision life insurance benefits (but no other benefits) at the same level levels as if Employee he remained actively employed during the Medical Benefit Severance Period; provided that Executive shall not participate in any bonus, vacation pay, retirement benefits, long-term incentive, stock option or (B) other equity grant plan, program or arrangement after the Date of Termination, provided further, if Executive is unable to participate in such benefit plans as offered by the Company to active employees, the Company will pay to Employee a cash lump sum payment equal to (1) 12 multiplied by (2) Executive the excess of the monthly COBRA (as defined below) premium as of Employee’s Date of Termination for the medical, dental and vision coverage Employee had immediately prior to Employee’s Date of Termination over the monthly dollar amount Employee would have paid to cost which the Company pays for such medicalsimilarly situated active senior management employees; provided further, dental and vision coverage if Employee remained employed during the Medical Benefit Severance Period. If the Company elects pursuant to the preceding sentence to provide medical, dental and vision benefits during the Medical Benefit Severance Period, Employee that Executive shall pay the Company on a monthly basis the the—portion of the periodic cost of such continued coverage equal to the dollar amount of such periodic cost as if Employee he remained employed during the Medical Benefit Severance Period and Period; provided further, that such medical, dental and vision welfare benefits shall terminate at be reduced to the earlier of (A) extent Executive receives similar benefits from a subsequent employer. As and to the end of extent provided by the Medical Benefit Severance Period or (B) the time they would be permitted to terminate under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). As and to the extent provided by COBRA, Employee Executive will be eligible to continue Employee’s his health insurance benefits at Employee’s his own expense for the statutory period prescribed by COBRA, treating Employee’s termination of employment as COBRA following the “qualifying event” (as defined in COBRA) occurring at the end of Severance Period and, later, to the extent provided in such benefit plan, program or arrangement, to convert such benefits to an individual policy. (4) The Company shall pay Executive within 30 days of the date of termination of employment (but not earlier than the date on which the Release becomes irrevocable) a lump sum payment equal to the amount of awards under the Company’s Performance Cash Plan (“PCP”) that are based on actual performance for completed fiscal years but have not yet been paid. As an example, assume that Executive, following the 2006 fiscal year, was awarded a PCP award of $100 that would, assuming continuous employment, have been paid out following the end of the 2008 fiscal year (the “Severance Medical BenefitsOutstanding PCP Award”). Upon a termination subject to this Section 7(b) that occurs prior to the payment of such Outstanding PCP Award, the Company would be obligated, pursuant to this Section 7(b)(4), to pay Executive $100 in respect of such Outstanding PCP Award. (5) Executive shall become immediately vested in all accounts or accrued benefits under any defined contribution plan or program qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended, including without limitation the 401(k) Plan; provided that to the extent such vesting is not allowed pursuant to the terms of such plans, the Company shall pay to Executive an amount equal to the sum of the value of the unvested portion of such accounts or accrued benefits as of the Date of Termination and forfeited by Executive due to termination of employment. 2. Section 8(a) of the Employment Agreement is amended and restated in its entirety as follows:

Other than for Cause, or for Good Reason. If the Company shall terminate Employee’s your employment other than for Cause pursuant to paragraphs 7(b) or 7(c) hereof or if Employee you shall terminate Employee’s your employment for Good ReasonReason pursuant to paragraph 7(d) hereof, then: (i) The Company shall continue to pay Employee within 30 days you your Base Salary without interest through the later of (A) October 31, 2003 and (B) TWO YEARS from the Date of Termination, in accordance with normal payroll practices; provided, however, that in the event of your death prior to the expiration of payment hereunder, your estate or your beneficiary shall have the right to elect to receive the remaining amount hereunder in a lump sum payment; and provided, further, that IF YOUR EMPLOYMENT IS TERMINATED BY (A) THE COMPANY FOR ANY REASON OTHER THAN PURSUANT TO PARAGRAPHS 7(B) OR 7(C) HEREOF or (B) YOU FOR GOOD REASON, THEN you shall have the option to require the Company to pay you the full amount required by this paragraph 8(d)(i) in one lump sum on the business day immediately following the Date of Termination [FOR AVOIDANCE OF DOUBT, THE AGGREGATE AMOUNT PAYABLE UNDER THIS SUBSECTION IS $1.2 MILLION (but not earlier than the date on which the Release becomes irrevocable) a lump sum payment equal to 1.5 times the sum of (A) Employee’s Base Salary and (B) the Annual Bonus that Employee would receive for the year of termination of employment assuming target individual and Company performance (the “Target Annual Bonus”$600,000 ANNUAL SALARY X 2).]; (ii) The Company shall continue to pay Employee you, at the same time payable to other participants in the 1999 Bonus Plan or any Future Bonus Plan, an amount equal to the sum of (A) any bonus earned as of the Date of Termination under the 1999 Bonus Plan or any Future Bonus Plan for a prorated Annual fiscal year ending prior to the Date of Termination but not paid as of such date, (B) a pro rata portion (based on the number of days worked) of the target bonus payable under the 1999 Bonus Plan (which target shall be 50% of your Base Salary) or any Future Bonus Plan in effect for the fiscal year during in which your Date of Termination occurs (determined without regard to whether the performance goals established under the applicable program are met) and (C) an amount equal to your target bonus (which target shall be 50% of your Base Salary) under the 1999 Bonus Plan or any Future Bonus Plan in effect for the fiscal year in which your Date of Termination occurs (determined without regard to whether the performance goals established under the applicable program are met), multiplied by TWO, provided, however, that IF YOUR EMPLOYMENT IS TERMINATED BY (A) THE COMPANY FOR ANY REASON OTHER THAN PURSUANT TO PARAGRAPHS 7(B) OR 7(C) HEREOF OR (B) YOU FOR GOOD REASON, then you shall have the option to require the Company to pay you the full amount required by this paragraph 8(d)(ii) in one lump sum on the business day immediately following the Date of Termination occurs[FOR AVOIDANCE OF DOUBT, with the amount of such prorated Annual Bonus based on actual performance and equal to the product of such Annual Bonus multiplied by a fraction, the numerator of which is the number of days in the year of the termination of employment during which Employee was employed by the Company and the denominator of which is 365, with such prorated Annual Bonus to be payable at the same time that annual bonuses are payable to Company executives generally.THE AGGREGATE AMOUNT PAYABLE UNDER THIS SUBSECTION IS $600,000 ($300,000 TARGET BONUS X 2)]; (iii) Subject You shall immediately become fully vested in any stock options previously granted to Section 10you hereunder or otherwise, with such options remaining exercisable for one year from the date of your termination of employment; and (iv) The Company shallshall maintain in full force and effect, at the Company’s election, either (A) provide during the one-year period beginning on the Date of Termination (the “Medical Benefit Severance Period”) Employee with for your continued medical, dental and vision benefits (but no other benefits) at the same level as if Employee remained actively employed during the Medical Benefit Severance Period, or (B) pay to Employee a cash lump sum payment equal to (1) 12 multiplied by (2) the excess of the monthly COBRA (as defined below) premium as of Employee’s Date of Termination for the medical, dental and vision coverage Employee had immediately prior to Employee’s Date of Termination over the monthly dollar amount Employee would have paid to the Company for such medical, dental and vision coverage if Employee remained employed during the Medical Benefit Severance Period. If the Company elects pursuant to the preceding sentence to provide medical, dental and vision benefits during the Medical Benefit Severance Period, Employee shall pay the Company on a monthly basis the portion of the periodic cost of such continued coverage equal to the dollar amount of such periodic cost as if Employee remained employed during the Medical Benefit Severance Period and such medical, dental and vision benefits shall terminate at the earlier of benefit through (A) the end later of the Medical Benefit Severance Period or October 31, 2003 and (B) TWO YEARS from the time they would be permitted Date of Termination, all employee benefit plans and programs providing medical, dental and/or life insurance benefits in which you (and, in the case of medical and dental insurance, your spouse) were entitled to terminate under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). As and participate immediately prior to the extent provided Date of Termination; provided, however that your continued participation is possible under the general terms and provisions of such plans and programs. In the event that your participation in any such plan or program is barred, the Company shall provide you (and your spouse) with comparable benefits under a mirror benefit plan. Notwithstanding the above, if you are employed by COBRAa new employer and you (and your spouse) are eligible to and have elected to receive comparable coverage from such employer (including the waiver of any pre-existing condition limitation) at a comparable cost to you, Employee will you shall no longer be eligible to continue Employee’s health insurance benefits at Employee’s own expense for the statutory period prescribed by COBRA, treating Employee’s termination of employment as the “qualifying event” (as defined in COBRA) (the “Severance Medical Benefits”)receive coverage under this paragraph.