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

Other than for Cause, or for Good Reason. If, during the Term, the Company shall terminate the Executive’s employment other than for Cause (but not for Disability), or if the Executive shall terminate his employment for Good Reason, (1) The Company shall pay the Executive, within thirty (30) days of the Date of Termination of employment (but not earlier than the date on which the Release becomes irrevocable), a severance amount equal to the sum of one (1) year of the Executive’s annual Base Salary as then in effect, plus the Maximum Annual Bonus (together the “Severance Payment”), with such Severance Payment payable in a single lump-sum payment within thirty (30) days following the date of termination. If the Executive should die after amounts become payable under this Paragraph, such amounts shall thereafter be paid to the Executive’s estate. In no event shall the Severance Payment made pursuant to this Section 7(b)(1) be in excess of the Maximum Amount. “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 2011, 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, 2010 and the end of the calendar year immediately preceding the date of termination. As an example, if the termination occurs in 2012, the Maximum Amount shall be adjusted for increases in the Consumer Price Index that occur between December 31, 2010 and December 31, 2011 and if the termination occurs in 2013, the Maximum Amount shall be adjusted for increases in the Consumer Price Index that occur between December 31, 2010 and December 31, 2012. 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 Bureau of Labor Statistics of the United States Department of Labor.

Other than for Cause, or for Good Reason. IfIf not terminated earlier, during the Term, the Company shall terminate the Executive’s employment under this Agreement and the Employment Period shall terminate upon the date specified in a written notice (A) from the Board terminating the Executive’s employment for any reason other than for Cause (but not for Disability)Cause, or if the Executive shall terminate his employment for Good Reason, (1) The Company shall pay the Executive’s death, within thirty the Executive’s Disability, (30) days of and in the Date of Termination of employment (but not earlier than 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 (B) from the Executive terminating his employment for “Good Reason.” (i) In such event, the Company shall pay or provide to the Executive: (t) the Accrued Benefits; plus (u) a severance Pro-Rata Bonus, which amount shall be payable at the time the Company normally pays the Annual Bonus and subject to achievement of the applicable performance metric; plus (v) an amount equal to one-twelfth (1/12) of the sum average annualized Base Salary the Executive was earning in the calendar year of one the termination of employment 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 (1w) year an amount equal to one-twelfth (1/12) of the average Annual Bonus paid to the Executive for the immediately preceding two (2) performance years (regardless of when the Annual Bonus is actually paid), 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) the vesting and exercisability of any options or SARs granted under this Agreement or otherwise shall be accelerated and all vested options and SARs granted under this Agreement or otherwise shall remain outstanding until the earlier of the fourth anniversary of the date of termination of employment and the expiration of the option or SAR, as applicable, by its original terms, plus (y) the vesting of (A) other non-performance based award granted as part of any Annual Equity Grant or Challenge Grant or otherwise and (B) the Annual Installments of the Performance Grant Award (with the performance objective of such award deemed to have been achieved, to the extent not already achieved) shall be accelerated and such awards shall be settled in accordance with the applicable award agreements (with the settlement of the Annual Installments of the Performance Grant Award to be consistent with the terms of the Performance Grant Award Agreement); plus (z) Health Benefits Continuation ((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 annual Base Salary employment. (ii) 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 and be paid in respect of each of the outstanding PSUs (or other performance based awards) granted as then in effectpart of any Annual Equity Grant or Challenge Grant or otherwise, plus if and to the Maximum extent the performance metrics are or have been 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 earned PSUs (or other performance based awards) granted as part of any Annual Bonus Equity Grant or Challenge Grant or otherwise, if any, shall be paid no later than March 15 of the year following the last year of the applicable performance period or, if later with respect to any such awards for which the performance period ended prior to the date of termination, within five (together the “Severance Payment”), with such Severance Payment payable in a single lump-sum payment within thirty (305) days following after the date of termination. If such termination occurs prior to the Executive should die after receiving all of the Annual Equity Grants provided for in subparagraph 4(e), the Company shall pay the Executive additional amounts become payable under this Paragraph, such amounts shall thereafter be paid equal to the Executive’s estate. In no event shall the Severance Payment made pursuant to this Section 7(b)(1) be in excess Applicable Percentage of the Maximum Amount. “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 2011, 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, 2010 and the end of the calendar year immediately preceding the date of termination. As an example, if the termination occurs in 2012, the Maximum Amount shall be adjusted for increases in the Consumer Price Index that occur between December 31, 2010 and December 31, 2011 and if the termination occurs in 2013, the Maximum Amount shall be adjusted for increases in the Consumer Price Index that occur between December 31, 2010 and December 31, 2012. 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 Bureau of Labor Statistics of the United States Department of Labor.Annual Grant Value

Other than for Cause, or for Good Reason. If, during the Term, the Company shall terminate the Executive’s employment other than for Cause (but not for Disability), or if the Executive shall terminate his employment for Good Reason, (1) The Company shall pay the Executive, Executive within thirty (30) 30 days of the Date date of Termination termination of employment (but not earlier than the date on which the Release becomes irrevocable), ) a severance amount lump sum payment equal to the sum of one (1) year of the Executive’s annual Base Salary as then in effect, effect plus the Executive’s Maximum Annual Bonus (together for the “Severance Payment”), with such Severance Payment payable in a single lump-sum payment within thirty (30) days following the date year of termination. If the Executive should die after amounts become payable under this Paragraph, such amounts shall thereafter be paid to the Executive’s estate. In ; provided that in no event shall the Severance Payment 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 Agreement, shall mean $3,000,000, provided, however, that for any termination that occurs in calendar years subsequent to 20112007, 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, 2010 2006 and the end of the calendar year immediately preceding the date of termination. As an example, if the termination occurs in 20122008, the Maximum Amount shall be adjusted for increases in the Consumer Price Index that occur between December 31, 2010 and 2006-December 31, 2011 2007 and if the termination occurs in 20132009, the Maximum Amount shall be adjusted for increases in the Consumer Price Index that occur between December 31, 2010 and 2006-December 31, 20122008. For purposes of this Agreement, Consumer Price Index means the CPI for All Urban Consumers (All Items; Base Year 19821982 ), compiled and published by the 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); provided, however, that any Options and Restricted Stock granted as an engagement bonus under Section 4(c) hereof then outstanding and not yet fully vested, shall become fully vested. (3) During the one-year period beginning on the Date of Termination (the “Severance Period”), the Company shall provide Executive with continued medical, dental, long-term disability and life insurance benefits at the same levels as if he remained actively employed during the Severance Period; provided that Executive shall not participate in any bonus, vacation pay, retirement benefits, long-term incentive, stock option or 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 Executive the premium cost which the Company pays for similarly situated active senior management employees; provided further, 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 he remained employed during the Severance Period; provided further, that such welfare benefits shall be reduced to the extent Executive receives similar benefits from a subsequent employer. As and to the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Executive will be eligible to continue his health insurance benefits at his own expense for the statutory period prescribed by 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) 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 “Outstanding 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, during the Term, If the Company shall terminate the Executive’s employment other than for Cause (but not for Disability), or if the Executive shall terminate his Executive’s employment for Good Reason,: (1i) The Company shall pay the Executive, Executive within thirty (30) days of the Date of Termination of employment (but not earlier than the date on which the Release becomes irrevocable), ) a severance amount lump sum payment equal to the sum of one (1A) year of the Executive’s annual Base Salary as then and (B) the annual cash bonus Executive would receive for the year of termination assuming maximum individual and Company performance; provided, that in effect, plus the Maximum Annual Bonus (together the “Severance Payment”), with such Severance Payment payable in a single lump-sum payment within thirty (30) days following the date of termination. If the Executive should die after amounts become payable under this Paragraph, such amounts shall thereafter be paid to the Executive’s estate. In no event shall the Severance Payment payment made pursuant to this Section 7(b)(11(a)(i) be in excess of exceed the Maximum Amount. The term “Maximum Amount,” for purposes of this Agreement Agreement, shall mean $3,000,000, ; provided, however, that for any termination that occurs in calendar years subsequent to 20112013, 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, 2010 2012 and the end of the calendar year immediately preceding the date Date of terminationTermination. As an example, if the termination occurs in 20122014, the Maximum Amount shall be adjusted for increases in the Consumer Price Index that occur between December 31, 2010 2012 and December 31, 2011 2013, and if the termination occurs in 20132015, the Maximum Amount shall be adjusted for increases in the Consumer Price Index that occur between December 31, 2010 2012 and December 31, 20122014. 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 Bureau of Labor Statistics of the United States Department of Labor. (ii) The Company shall, at the Company’s election, either (A) provide during the one (1) year period beginning on the Date of Termination (the “Medical Benefit Severance Period”) Executive with continued medical, dental and vision benefits (but no other benefits) at the same level as if Executive remained actively employed during the Medical Benefit Severance Period, or (B) pay to Executive a cash lump sum payment equal to (1) twelve (12) multiplied by (2) the excess of the monthly COBRA (as defined below) premium as of Executive’s Date of Termination for the medical, dental and vision coverage Executive had immediately prior to Executive’s Date of Termination over the monthly dollar amount Executive would have paid to the Company for such medical, dental and vision coverage if 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, 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 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, Executive will be eligible to continue Executive’s health insurance benefits at Executive’s own expense for the statutory period prescribed by COBRA, treating Executive’s termination of employment as the “qualifying event” (as defined in COBRA).

Other than for Cause, or for Good Reason. If, during the Term, If the Company shall terminate the Executive’s employment other than for Cause (but not for Disability), or if the Executive shall terminate his Executive’s employment for Good Reason,: (1i) The Company shall pay the Executive, Executive within thirty (30) days of the Date of Termination of employment (but not earlier than the date on which the Release becomes irrevocable), ) a severance amount lump sum payment equal to the sum of one (1A) year of the Executive’s annual Base Salary as then and (B) the annual cash bonus Executive would receive for the year of termination assuming maximum individual and Company performance; provided, that in effect, plus the Maximum Annual Bonus (together the “Severance Payment”), with such Severance Payment payable in a single lump-sum payment within thirty (30) days following the date of termination. If the Executive should die after amounts become payable under this Paragraph, such amounts shall thereafter be paid to the Executive’s estate. In no event shall the Severance Payment payment made pursuant to this Section 7(b)(11(a)(i) be in excess of exceed the Maximum Amount. The term “Maximum Amount,” for purposes of this Agreement Agreement, shall mean $3,000,000, ; provided, however, that for any termination that occurs in calendar years subsequent to 20112015, 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, 2010 2014 and the end of the calendar year immediately preceding the date Date of terminationTermination. As an example, if the termination occurs in 20122016, the Maximum Amount shall be adjusted for increases in the Consumer Price Index that occur between December 31, 2010 2014 and December 31, 2011 2015, and if the termination occurs in 20132017, the Maximum Amount shall be adjusted for increases in the Consumer Price Index that occur between December 31, 2010 2014 and December 31, 20122016. 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 Bureau of Labor Statistics of the United States Department of Labor. (ii) The Company shall, at the Company’s election, either (A) provide during the one (1) year period beginning on the Date of Termination (the “Medical Benefit Severance Period”) Executive with continued medical, dental and vision benefits (but no other benefits) at the same level as if Executive remained actively employed during the Medical Benefit Severance Period, or (B) pay to Executive a cash lump sum payment equal to (1) twelve (12) multiplied by (2) the excess of the monthly COBRA (as defined below) premium as of Executive’s Date of Termination for the medical, dental and vision coverage Executive had immediately prior to Executive’s Date of Termination over the monthly dollar amount Executive would have paid to the Company for such medical, dental and vision coverage if 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, 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 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, Executive will be eligible to continue Executive’s health insurance benefits at Executive’s own expense for the statutory period prescribed by COBRA, treating Executive’s termination of employment as the “qualifying event” (as defined in COBRA).

Other than for Cause, or for Good Reason. IfIf not terminated earlier, during the Term, the Company shall terminate the Executive’s employment under this Agreement and the Employment Period shall terminate upon the date specified in a written notice (A) from the Board terminating the Executive’s employment for any reason other than for Cause (but not for Disability)Cause, or if the Executive shall terminate his employment for Good Reason, (1) The Company shall pay the Executive’s death, within thirty the Executive’s Disability, (30) days of and in the Date of Termination of employment (but not earlier than 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 (B) from the Executive terminating his employment for “Good Reason.” (i) In such event, the Company shall pay or provide to the Executive: (t) the Accrued Benefits; plus (u) a severance Pro-Rata Bonus, which amount shall be payable at the time the Company normally pays the Annual Bonus and subject to achievement of the applicable performance metric; plus (v) an amount equal to one-twelfth (1/12) of the sum of one (1) average annualized Base Salary the Executive was earning in the calendar year of the Executivetermination of employment 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 annual Base Salary as then in effect, normal payroll practices during such period; plus (w) an amount equal to one-twelfth (1/12) of the Maximum average Annual Bonus paid to the Executive for the immediately preceding two (together 2) performance years (regardless of when the Annual Bonus is actually paid), 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) the vesting and exercisability of any options or SARs and the vesting and settlement of other non-performance based award granted as part of any Annual Equity Grant and the Performance Grant Award (to the extent that the performance objective is achieved in accordance with the terms of the Performance Grant Award Agreements) shall be accelerated and settled in accordance with the applicable award agreement (with the settlement of the Performance Grant Award to be consistent with the terms of the Performance Grant Award Agreements) and all vested options and SARs granted under this Agreement shall remain outstanding until the earlier of the third anniversary of the date of termination of employment and the expiration of the option or SAR, as applicable, by its original terms; plus (y) the Performance Grant Award shall no longer be subject to the clawback provision set forth in subparagraph 4(c); plus (z) Health Benefits Continuation ((u), (v), (w), (x) (y) and (z) hereinafter, the “Severance PaymentBenefits”), with such Severance Payment payable in a single lump-sum payment within thirty (30) days following the date of termination. If the Executive should die after amounts become payable under this Paragraph, such amounts shall thereafter be paid to the Executive’s estate. In no event shall the Severance Payment made pursuant to this Section 7(b)(1) be in excess of the Maximum Amount. “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 2011, 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, 2010 and the end of the calendar year immediately preceding the date of termination. As an example, if the termination occurs in 2012, the Maximum Amount shall be adjusted for increases in the Consumer Price Index that occur between December 31, 2010 and December 31, 2011 and if the termination occurs in 2013, the Maximum Amount shall be adjusted for increases in the Consumer Price Index that occur between December 31, 2010 and December 31, 2012. For the purposes of this Agreement, Consumer Price Index means the CPI for All Urban Consumers “Severance Period” shall be a period of twenty-four (All Items; Base Year 1982), compiled and published by 24) months commencing on the Bureau of Labor Statistics termination of the United States Department of Labor.Executive’s employment. Active 15687861.1 8

Other than for Cause, or for Good Reason. IfIf not terminated earlier, during the Term, the Company shall terminate the Executive’s employment under this Agreement and the Employment Period shall terminate upon the date specified in a written notice (A) from the Board terminating the Executive’s employment for any reason other than for Cause (but not for Disability)Cause, or if the Executive shall terminate his employment for Good Reason, (1) The Company shall pay the Executive’s death, within thirty the Executive’s Disability, (30) days of and in the Date of Termination of employment (but not earlier than 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 (B) from the Executive terminating his employment for “Good Reason.” (i) In such event, the Company shall pay or provide to the Executive: (t) the Accrued Benefits; plus (u) a severance Pro-Rata Bonus, which amount shall be payable at the time the Company normally pays the Annual Bonus and subject to achievement of the applicable performance metric; plus (v) an amount equal to one-twelfth (1/12) of the sum average annualized Base Salary the Executive was earning in the calendar year of one the termination of employment 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 (1w) year an amount equal to one-twelfth (1/12) of the average Annual Bonus paid to the Executive for the immediately preceding two (2) performance years (regardless of when the Annual Bonus is actually paid), 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) the vesting and exercisability of any options or SARs and the vesting and settlement of other non-performance based award granted as part of any Annual Equity Grant and the Performance Grant Award (to the extent that the performance objective is achieved in accordance with the terms of the Performance Grant Award Agreements) shall be accelerated and settled in accordance with the applicable award agreement (with the settlement of the Performance Grant Award to be consistent with the terms of the Performance Grant Award Agreements) and all vested options and SARs granted under this Agreement shall remain outstanding until the earlier of the third anniversary of the date of termination of employment and the expiration of the option or SAR, as applicable, by its original terms; plus (y) the Performance Grant Award shall no longer be subject to the clawback provision set forth in subparagraph 4(c); plus (z) Health Benefits Continuation ((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 annual Base Salary employment. Active 15687861.1 8 (ii) 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 PSUs (or other performance based awards) granted as then part of any Annual Equity Grant, 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 earned PSUs (or other performance based awards) granted as part of any Annual Equity Grant, if any, shall be paid no later than March 15 of the year following the last year of the applicable performance period. If such termination occurs prior to the Executive receiving all of the Annual Equity Grants provided for in effectsubparagraph 4(e), plus the Maximum Company shall pay the Executive additional amounts equal to the Applicable Percentage of the Annual Bonus Grant Value (together disregarding the “Severance Payment”)effect of any reduction by the Compensation Committee) of each of the Annual Equity Grants that would have been made between the date of the termination of the Executive’s employment and December 31 of the year preceding the end of the Term, with such Severance Payment payable in a single lump-sum payment within thirty (30) days following the date of termination. If the Executive should die after amounts become payable under this Paragraph, such amounts shall thereafter to be paid to the Executive’s estate. In no event shall Executive in lump sum cash payments during the Severance Payment made pursuant to this Section 7(b)(1first ninety (90) be in excess days of the Maximum Amountapplicable grant year and each such payment being equal to the Applicable Percentage of the Annual Grant Value of the Annual Equity Grant that was to be made in the applicable grant year. “Maximum Amount” for For purposes of this Agreement subparagraph 9(c)(ii), the “Applicable Percentage” shall mean $3,000,000, the percentage of the Annual Grant Value of the most recent Annual Equity Grant prior to the Executive’s date of termination that was made in the form of PSUs (or other full value awards); provided, however, that for any termination that occurs in calendar years subsequent to 2011, the Maximum Amount will Applicable Percentage shall never be adjusted to reflect increases, if any, in the Consumer Price Index that have occurred in the period between December 31, 2010 and the end of the calendar year immediately preceding the date of termination. As an example, if the termination occurs in 2012, the Maximum Amount shall be adjusted for increases in the Consumer Price Index that occur between December 31, 2010 and December 31, 2011 and if the termination occurs in 2013, the Maximum Amount shall be adjusted for increases in the Consumer Price Index that occur between December 31, 2010 and December 31, 2012. For purposes of this Agreement, Consumer Price Index means the CPI for All Urban Consumers less than fifty percent (All Items; Base Year 198250%), compiled and published by the Bureau of Labor Statistics of the United States Department of Labor.