Common use of Payment of Severance Amount Clause in Contracts

Payment of Severance Amount. If Executive’s employment is subject to a Termination within the Covered Period, then the Company shall provide Executive the following benefits: (a) On the first regularly scheduled payroll date following the 45th day following the Termination Date, Executive shall commence receiving the applicable Severance Amount (less any amount described in Section 2(b)), with such amount to be paid in substantially equal installments in accordance with the then-current normal payroll practices of the Company over the 12-month period following the Termination Date (the “Payment Period”). The payment of any Severance Amount pursuant to this Agreement supersedes and replaces any other benefit to which Executive may have been entitled pursuant to any other severance benefit program maintained by the Company or any Affiliate at the time of Executive’s Termination; provided, however, that payment of any Severance Amount hereunder shall not have any effect on any restrictive covenants to which Executive is or may be subject pursuant to any other program maintained by, or agreement entered into with, the Company or any Affiliate. (b) To the extent any portion of the Severance Amount exceeds the “safe harbor” amount described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), Executive shall receive such portion of the applicable Severance Amount that exceeds the “safe harbor” amount in a single lump sum payment payable on the 45th day following the Termination Date. (c) Within 30 days following the Termination Date, the Company shall pay Executive a lump sum payment in an amount equal to the sum of all amounts earned or accrued through the Termination Date, including any annual salary, bonus, vacation pay, which has accrued but has not been paid or used. (d) Executive’s rights following a Termination with respect to any benefits, incentives, or awards provided to Executive pursuant to the terms of any plan, program, or arrangement sponsored or maintained by the Company or any Affiliate, whether tax-qualified or not, which are not specifically addressed herein, shall be subject to the terms of such plan, program, or arrangement and this Agreement shall have no effect upon such terms except as specifically provided herein. (e) It is the intention of the Parties that no portion of any payment under this Agreement, or payments to or for the benefit of Executive under any other agreement or plan, be deemed to be an Excess Parachute Payment. The present value of payments to or for the benefit of Executive in the nature of compensation, receipt of which is contingent on a Change in Control, and to which Code Section 280G applies (in the aggregate “Total Payments”) shall not exceed an amount equal to $1.00 less than the maximum amount that the Company may pay without loss of deduction under Code Section 280G(a). Present value for purposes of this Section 2(e) shall be calculated in accordance with Code Section 280G(d)(4). Within 90 days following the earlier of the giving of the notice of termination or the giving of notice by the Company to Executive of its belief that there is a payment or benefit due to Executive that will result in an Excess Parachute Payment, Executive and the Company, at the Company’s expense, shall obtain the opinion of such legal counsel and certified public accountants as Executive may choose (notwithstanding the fact that such persons have acted or may also be acting as the legal counsel or certified public accountants for the Company), which opinions need not be unqualified, which set forth (i) the amount of the includable compensation of Executive for the base period, as determined under Code Section 280G, (ii) the present value of Total Payments, and (iii) the amount and present value of any Excess Parachute Payments. If such opinions determine that there would be an Excess Parachute Payment, the payment hereunder or any other payment determined by such counsel to be includable in Total Payments shall be modified, reduced, or eliminated as specified by Executive in writing delivered to the Company within 60 days of Executive’s receipt of such opinions or, if Executive fails to so notify the Company, then as the Company shall reasonably determine, so that under the bases of calculation set forth in such opinions there will be no Excess Parachute Payment; provided, however, that any such specification by Executive or the Company shall not be effective where it would result in an imposition of any additional income tax under Code Section 409A. The provisions of this Section 2(e), including the calculations, notices, and opinions provided for herein shall be based upon the conclusive presumption that (A) the compensation provided for in this Agreement and (B) any other compensation earned by Executive pursuant to the Company’s programs that would have been provided in any event are reasonable compensation for services rendered, even though the timing of such payment is triggered by the Change in Control; provided, however, that if such legal counsel so requests in connection with the opinion required by this Section 2(e), Executive and the Company shall obtain, at the Company’s expense, and the legal counsel may rely on in providing the opinion, the advice of a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be received by Executive.

Payment of Severance Amount. If Executive’s the Employee's employment is by the Company, or any Affiliate or successor of the Company, shall be subject to a Termination within the Covered Period, then the Company shall provide Executive the Employee the following benefits: (a) On the first regularly scheduled payroll date following the 45th day following A. Commencing on the Termination Date, Executive the Employee shall commence receiving receive the applicable Severance Amount (less any amount described in Section 2(b))1B below) paid in twelve (12) substantially equal monthly installments, with such amount to be paid in substantially equal installments in accordance with each successive payment being due on the then-current normal payroll practices monthly anniversary of the Company over the 12-month period following the Termination Date (the “Payment Period”). The payment of any Severance Amount pursuant to this Agreement supersedes and replaces any other benefit to which Executive may have been entitled pursuant to any other severance benefit program maintained by the Company or any Affiliate at the time of Executive’s Termination; provided, however, that payment of any Severance Amount hereunder shall not have any effect on any restrictive covenants to which Executive is or may be subject pursuant to any other program maintained by, or agreement entered into with, the Company or any AffiliateDate. (b) B. To the extent any portion of the applicable Severance Amount exceeds the “safe harbor” amount described in Treasury Regulation Regulations Section 1.409A-1(b)(9)(iii)(A), Executive the Employee shall receive such portion of the applicable Severance Amount that exceeds the “safe harbor” amount in a single lump sum payment payable on within five (5) days after the 45th day following Employee's Termination that is related to the Termination DateChange of Control. C. Within five (c5) Within 30 days following after the Employee's Termination Datethat is related to the Change of Control, the Company shall pay Executive the Employee a lump sum payment in an amount equal to the sum of all amounts earned or accrued through the Termination Date, including any annual salary, bonus, vacation pay, sick pay or other paid time off, which has accrued but has not been paid or used. (d) Executive’s . The Employee's rights following a Termination with respect to any benefits, incentives, incentives or awards provided to Executive the Employee pursuant to the terms and conditions of any plan, program, program or arrangement sponsored or maintained by the Company or any AffiliateCompany, whether tax-qualified or not, including but not limited to the Company's 2005 Long-Term Incentive Plan, which are not specifically addressed herein, shall be subject to the terms and conditions of such plan, program, program or arrangement and this Agreement shall have no effect upon such terms and conditions except as specifically provided herein. (e) It is the intention of the Parties that no portion of any payment under this Agreement, or payments to or for the benefit of Executive under any other agreement or plan, be deemed to be an Excess Parachute Payment. The present value of payments to or for the benefit of Executive in the nature of compensation, receipt of which is contingent on a Change in Control, and to which Code Section 280G applies (in the aggregate “Total Payments”) shall not exceed an amount equal to $1.00 less than the maximum amount that the Company may pay without loss of deduction under Code Section 280G(a). Present value for purposes of this Section 2(e) shall be calculated in accordance with Code Section 280G(d)(4). Within 90 days following the earlier of the giving of the notice of termination or the giving of notice by the Company to Executive of its belief that there is a payment or benefit due to Executive that will result in an Excess Parachute Payment, Executive and the Company, at the Company’s expense, shall obtain the opinion of such legal counsel and certified public accountants as Executive may choose (notwithstanding the fact that such persons have acted or may also be acting as the legal counsel or certified public accountants for the Company), which opinions need not be unqualified, which set forth (i) the amount of the includable compensation of Executive for the base period, as determined under Code Section 280G, (ii) the present value of Total Payments, and (iii) the amount and present value of any Excess Parachute Payments. If such opinions determine that there would be an Excess Parachute Payment, the payment hereunder or any other payment determined by such counsel to be includable in Total Payments shall be modified, reduced, or eliminated as specified by Executive in writing delivered to the Company within 60 days of Executive’s receipt of such opinions or, if Executive fails to so notify the Company, then as the Company shall reasonably determine, so that under the bases of calculation set forth in such opinions there will be no Excess Parachute Payment; provided, however, that any such specification by Executive or the Company shall not be effective where it would result in an imposition of any additional income tax under Code Section 409A. The provisions of this Section 2(e), including the calculations, notices, and opinions provided for herein shall be based upon the conclusive presumption that (A) the compensation provided for in this Agreement and (B) any other compensation earned by Executive pursuant to the Company’s programs that would have been provided in any event are reasonable compensation for services rendered, even though the timing of such payment is triggered by the Change in Control; provided, however, that if such legal counsel so requests in connection with the opinion required by this Section 2(e), Executive and the Company shall obtain, at the Company’s expense, and the legal counsel may rely on in providing the opinion, the advice of a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be received by Executive.

Payment of Severance Amount. If Executive’s If, at any time Executive is a full-time officer of the Bank, there is a "Change of Control" of the Bank and at any time after that change of control the employment of the Executive is subject involuntarily terminated, the Executive shall be entitled to a Termination within the Covered Period, then the Company shall provide Executive receive the following benefitsin consideration of services previously rendered to the Bank: (a) On The crediting to the first regularly scheduled payroll date following Employee for years of service with Holdings or the 45th day following Bank, plus 5 additional years, for purposes of vesting and calculation of rights and/or benefits under any 401(k) plan, stock option, stock purchase, pension, thrift, profit sharing, group life insurance, supplemental life insurance, medical coverage, disability, education or other retirement or employee benefit plan of Holdings or the Termination Date, Executive shall commence receiving the applicable Severance Amount (less any amount described in Section 2(b)), with such amount to be paid in substantially equal installments in accordance with the then-current normal payroll practices of the Company over the 12-month period following the Termination Date (the “Payment Period”). The payment Bank or of any Severance Amount pursuant to this Agreement supersedes and replaces any other benefit to which Executive may have been entitled pursuant to any other severance benefit program maintained by the Company or any Affiliate at the time of Executive’s Termination; provided, however, that payment of any Severance Amount hereunder shall not have any effect on any restrictive covenants to which Executive is or may be subject pursuant to any other program maintained by, or agreement entered into with, the Company or any Affiliatesuccessor entity. (b) To Eighteen (18) months notice of termination of employment, during which period the extent Executive shall be entitled to receive, without offset for any portion reason, (i) payment of the Severance Amount exceeds Executive's current annual salary, plus (ii) the “safe harbor” amount described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), highest bonus received by the Executive shall receive such portion during the period commencing with the thirty sixth (36th) month preceding the change of control and ending with the applicable Severance Amount that exceeds the “safe harbor” amount in a single lump sum payment payable on the 45th day following the Termination Date.date of involuntary termination; and (c) Within Following the eighteen (18) month period referred to in (a) above, at Executive's election given in writing to the Bank at least 30 days following prior to the Termination Dateend of such eighteen (18) month period, the Company shall pay Executive either a lump sum cash payment or thirty six (36) monthly periodic payments, upon termination, or commencing upon termination, as the case may be, in an amount equal to the sum of all amounts earned or accrued through (x) three times the Termination Date, including any Executive's current annual salary, bonus, vacation pay, which has accrued but has not been paid or usedplus (y) three times the highest bonus received by the Executive during the period commencing with the thirty sixth (36th) month preceding the change in control and ending with the date of termination. (d) Executive’s rights following a Termination with respect During the eighteen (18) month period referred to any benefits, incentives, or awards provided to Executive pursuant to the terms of any plan, program, or arrangement sponsored or maintained by the Company or any Affiliate, whether tax-qualified or not, which are not specifically addressed herein, shall be subject to the terms of such plan, program, or arrangement and this Agreement shall have no effect upon such terms except as specifically provided herein. in (ea) It is the intention of the Parties that no portion of any payment under this Agreement, or payments to or for the benefit of Executive under any other agreement or plan, be deemed to be an Excess Parachute Payment. The present value of payments to or for the benefit of Executive in the nature of compensation, receipt of which is contingent on a Change in Control, and to which Code Section 280G applies (in the aggregate “Total Payments”) shall not exceed an amount equal to $1.00 less than the maximum amount that the Company may pay without loss of deduction under Code Section 280G(a). Present value for purposes of this Section 2(e) shall be calculated in accordance with Code Section 280G(d)(4). Within 90 days following the earlier of the giving of the notice of termination or the giving of notice by the Company to Executive of its belief that there is a payment or benefit due to Executive that will result in an Excess Parachute Paymentabove, Executive and the Company, at the Company’s expense, shall obtain the opinion of such legal counsel and certified public accountants as Executive may choose (notwithstanding the fact that such persons have acted or may also be acting as the legal counsel or certified public accountants for the Company), which opinions need not be unqualified, which set forth (i) the amount of the includable compensation of Executive for the base period, as determined under Code Section 280G, (ii) the present value of Total Payments, and (iii) the amount and present value of any Excess Parachute Payments. If such opinions determine that there would be an Excess Parachute Payment, the payment hereunder or any other payment determined by such counsel to be includable in Total Payments shall be modified, reduced, or eliminated as specified by Executive in writing delivered to the Company within 60 days of Executive’s receipt of such opinions or, if Executive fails to so notify the Company, then as the Company shall reasonably determine, so that under the bases of calculation set forth in such opinions there will be no Excess Parachute Payment; provided, however, that any such specification by Executive or the Company shall not be effective where it would result required to perform duties substantially different from his duties as an executive and officer of the bank prior to the change of control. In addition, Executive shall not be required to relocate more than 25 miles from Stamford, Connecticut, in an imposition order to perform his duties under this agreement. If Executive is assigned to duties which are substantially different than his duties prior to the change of any additional income tax under Code Section 409A. The provisions control or if the Executive is required to relocate more than 25 miles from Stamford, he may refuse such assignment and such refusal shall not be considered a breach of this Section 2(e), including the calculations, notices, and opinions provided for herein shall be based upon the conclusive presumption that (A) the compensation provided for in this Agreement and (B) any other compensation earned by Executive pursuant to the Company’s programs that would have been provided in any event are reasonable compensation for services rendered, even though the timing of such payment is triggered by the Change in Control; provided, however, that if such legal counsel so requests in connection with the opinion required by this Section 2(e), Executive and the Company shall obtain, at the Company’s expense, and the legal counsel may rely on in providing the opinion, the advice of a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be received by ExecutiveAgreement.

Payment of Severance Amount. If Executive’s employment is subject to the Executive incurs a Termination within the Covered Period, then the Company shall provide the Executive the following benefits: (a) On Commencing on the first regularly scheduled Company payroll date that occurs on or following the 45th sixtieth (60th) day following the Termination Date, the Executive shall commence receiving receive the applicable Severance Amount (less any amount described in Section 2(b)), with such amount to be paid in twelve (12) substantially equal monthly installments (subject to the remaining provisions of this paragraph), with each successive payment being due on the next monthly payroll date following the first installment, provided that any such monthly installments that would have been paid in accordance with the then-current normal payroll practices of the Company over the 12-month sixty (60)-day period following the Termination Date but for the Release requirement in Section 4 shall be paid on the first Company payroll date that occurs on or following the sixtieth (60th) day following the Termination Date, and the number of remaining substantially equal monthly installments to be made shall be reduced from twelve (12) by any such “Payment Period”). The payment of any Severance Amount pursuant to this Agreement supersedes and replaces any other benefit to which Executive may have been entitled pursuant to any other severance benefit program maintained by the Company or any Affiliate at the time of Executive’s Termination; provided, however, catch-up” payments that payment of any Severance Amount hereunder shall not have any effect on any restrictive covenants to which Executive is or may be subject pursuant to any other program maintained by, or agreement entered into with, the Company or any Affiliateare made. (b) To the extent any portion of the Severance Amount exceeds the “safe harbor” amount described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), the Executive shall receive such portion of the applicable Severance Amount that exceeds the “safe harbor” amount in a single lump sum payment payable on the 45th first Company payroll date that occurs on or following the sixtieth (60th) day following the Termination Date. (c) Within 30 five (5) days following after the Termination DateExecutive's Termination, the Company shall pay the Executive a lump sum payment in an amount equal to the sum of all amounts earned or accrued through the Termination Date, including any annual salary, bonus, bonus or vacation pay, which has accrued but has not been paid or used. (d) The Executive’s 's rights following a Termination termination of employment with the Company and its Affiliates for any reason with respect to any benefits, incentives, incentives or awards provided to the Executive pursuant to the terms of any plan, program, program or arrangement sponsored or maintained by the Company or any an Affiliate, whether tax-qualified or not, which are not specifically addressed herein, shall be subject to the terms of such plan, programprogram or arrangement, or arrangement and this Agreement shall have no effect upon such terms except as specifically provided herein. (e) It is the intention of the Parties that no portion of any payment under this AgreementExcept as specifically provided herein, or payments to or for the benefit of Executive under any other agreement or plan, be deemed to be an Excess Parachute Payment. The present value of payments to or for the benefit of Executive in the nature of compensation, receipt of which is contingent on a Change in Control, and to which Code Section 280G applies (in the aggregate “Total Payments”) shall not exceed an amount equal to $1.00 less than the maximum amount that the Company may pay without loss of deduction under Code Section 280G(a). Present value for purposes of this Section 2(e) shall be calculated in accordance with Code Section 280G(d)(4). Within 90 days following the earlier of the giving of the notice of termination or the giving of notice by the Company to Executive of its belief that there is a payment or benefit due to Executive that will result in an Excess Parachute Payment, Executive and the Company, at the Company’s expense, shall obtain the opinion of such legal counsel and certified public accountants as Executive may choose (notwithstanding the fact that such persons have acted or may also be acting as the legal counsel or certified public accountants for the Company), which opinions need not be unqualified, which set forth (i) the amount of the includable compensation of Executive for the base period, as determined under Code Section 280G, (ii) the present value of Total Payments, and (iii) the amount and present value of any Excess Parachute Payments. If such opinions determine that there would be an Excess Parachute Payment, the payment hereunder or any other payment determined by such counsel to be includable in Total Payments shall be modified, reduced, or eliminated as specified by Executive in writing delivered to the Company within 60 days of Executive’s receipt of such opinions or, if Executive fails to so notify the Company, then as the Company shall reasonably determine, so that have no further obligations to the Executive under the bases of calculation set forth in such opinions there will be no Excess Parachute Payment; provided, however, that any such specification by Executive or the Company shall not be effective where it would result in an imposition of any additional income tax under Code Section 409A. The provisions of this Section 2(e), including the calculations, notices, and opinions provided for herein shall be based upon the conclusive presumption that (A) the compensation provided for in this Agreement and (B) following the Executive's termination of employment for any other compensation earned by Executive pursuant to the Company’s programs that would have been provided in any event are reasonable compensation for services rendered, even though the timing of such payment is triggered by the Change in Control; provided, however, that if such legal counsel so requests in connection with the opinion required by this Section 2(e), Executive and the Company shall obtain, at the Company’s expense, and the legal counsel may rely on in providing the opinion, the advice of a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be received by Executivereason.

Payment of Severance Amount. If Executivethe Employee’s employment is by the Company, or any Affiliate or successor of the Company, shall be subject to a Termination within the Covered Period, then the Company shall provide Executive the Employee the following benefits: (a) On the first regularly scheduled payroll date following the 45th day following A. Commencing on the Termination Date, Executive the Employee shall commence receiving receive the applicable Severance Amount (less any amount described in Section 2(b))1B below) paid in twelve (12) substantially equal monthly installments, with such amount to be paid in substantially equal installments in accordance with each successive payment being due on the then-current normal payroll practices monthly anniversary of the Company over the 12-month period following the Termination Date (the “Payment Period”). The payment of any Severance Amount pursuant to this Agreement supersedes and replaces any other benefit to which Executive may have been entitled pursuant to any other severance benefit program maintained by the Company or any Affiliate at the time of Executive’s Termination; provided, however, that payment of any Severance Amount hereunder shall not have any effect on any restrictive covenants to which Executive is or may be subject pursuant to any other program maintained by, or agreement entered into with, the Company or any AffiliateDate. (b) B. To the extent any portion of the applicable Severance Amount exceeds the “safe harbor” amount described in Treasury Regulation Regulations Section 1.409A-1(b)(9)(iii)(A), Executive the Employee shall receive such portion of the applicable Severance Amount that exceeds the “safe harbor” amount in a single lump sum payment payable on within five (5) days after the 45th day following Employee’s Termination that is related to the Termination DateChange of Control. C. Within five (c5) Within 30 days following after the Employee’s Termination Datethat is related to the Change of Control, the Company shall pay Executive the Employee a lump sum payment in an amount equal to the sum of all amounts earned or accrued through the Termination Date, including any annual salary, bonus, vacation pay, sick pay or other paid time off, which has accrued but has not been paid or used. (d) Executive. The Employee’s rights following a Termination with respect to any benefits, incentives, incentives or awards provided to Executive the Employee pursuant to the terms and conditions of any plan, program, program or arrangement sponsored or maintained by the Company or any AffiliateCompany, whether tax-qualified or not, including but not limited to the Company’s 2005 Long-Term Incentive Plan, which are not specifically addressed herein, shall be subject to the terms and conditions of such plan, program, program or arrangement and this Agreement shall have no effect upon such terms and conditions except as specifically provided herein. (e) It is the intention of the Parties that no portion of any payment under this Agreement, or payments to or for the benefit of Executive under any other agreement or plan, be deemed to be an Excess Parachute Payment. The present value of payments to or for the benefit of Executive in the nature of compensation, receipt of which is contingent on a Change in Control, and to which Code Section 280G applies (in the aggregate “Total Payments”) shall not exceed an amount equal to $1.00 less than the maximum amount that the Company may pay without loss of deduction under Code Section 280G(a). Present value for purposes of this Section 2(e) shall be calculated in accordance with Code Section 280G(d)(4). Within 90 days following the earlier of the giving of the notice of termination or the giving of notice by the Company to Executive of its belief that there is a payment or benefit due to Executive that will result in an Excess Parachute Payment, Executive and the Company, at the Company’s expense, shall obtain the opinion of such legal counsel and certified public accountants as Executive may choose (notwithstanding the fact that such persons have acted or may also be acting as the legal counsel or certified public accountants for the Company), which opinions need not be unqualified, which set forth (i) the amount of the includable compensation of Executive for the base period, as determined under Code Section 280G, (ii) the present value of Total Payments, and (iii) the amount and present value of any Excess Parachute Payments. If such opinions determine that there would be an Excess Parachute Payment, the payment hereunder or any other payment determined by such counsel to be includable in Total Payments shall be modified, reduced, or eliminated as specified by Executive in writing delivered to the Company within 60 days of Executive’s receipt of such opinions or, if Executive fails to so notify the Company, then as the Company shall reasonably determine, so that under the bases of calculation set forth in such opinions there will be no Excess Parachute Payment; provided, however, that any such specification by Executive or the Company shall not be effective where it would result in an imposition of any additional income tax under Code Section 409A. The provisions of this Section 2(e), including the calculations, notices, and opinions provided for herein shall be based upon the conclusive presumption that (A) the compensation provided for in this Agreement and (B) any other compensation earned by Executive pursuant to the Company’s programs that would have been provided in any event are reasonable compensation for services rendered, even though the timing of such payment is triggered by the Change in Control; provided, however, that if such legal counsel so requests in connection with the opinion required by this Section 2(e), Executive and the Company shall obtain, at the Company’s expense, and the legal counsel may rely on in providing the opinion, the advice of a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be received by Executive.

Payment of Severance Amount. If Executive’s employment is subject to the Executive incurs a Termination within the Covered Period, then the Company shall provide the Executive the following benefits: (a) On Commencing on the first regularly scheduled Company payroll date that occurs on or following the 45th sixtieth (60th) day following the Termination Date, the Executive shall commence receiving receive the applicable Severance Amount (less any amount described in Section 2(b)), with such amount to be paid in twelve (12) substantially equal monthly installments (subject to the remaining provisions of this paragraph), with each successive payment being due on the next monthly payroll date following the first installment, provided that any such monthly installments that would have been paid in accordance with the then-current normal payroll practices of the Company over the 12-month sixty (60)-day period following the Termination Date but for the Release requirement in Section 4 shall be paid on the first Company payroll date that occurs on or following the sixtieth (60th) day following the Termination Date, and the number of remaining substantially equal monthly installments to be made shall be reduced from twelve (12) by any such “Payment Period”). The payment of any Severance Amount pursuant to this Agreement supersedes and replaces any other benefit to which Executive may have been entitled pursuant to any other severance benefit program maintained by the Company or any Affiliate at the time of Executive’s Termination; provided, however, catch-up” payments that payment of any Severance Amount hereunder shall not have any effect on any restrictive covenants to which Executive is or may be subject pursuant to any other program maintained by, or agreement entered into with, the Company or any Affiliateare made. (b) To the extent any portion of the Severance Amount exceeds the “safe harbor” amount described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), the Executive shall receive such portion of the applicable Severance Amount that exceeds the “safe harbor” amount in a single lump sum payment payable on the 45th first Company payroll date that occurs on or following the sixtieth (60th) day following the Termination Date. (c) Within 30 five (5) days following after the Termination DateExecutive’s Termination, the Company shall pay the Executive a lump sum payment in an amount equal to the sum of all amounts earned or accrued through the Termination Date, including any annual salary, bonus, bonus or vacation pay, which has accrued but has not been paid or used. (d) The Executive’s rights following a Termination termination of employment with the Company and its Affiliates for any reason with respect to any benefits, incentives, incentives or awards provided to the Executive pursuant to the terms of any plan, program, program or arrangement sponsored or maintained by the Company or any an Affiliate, whether tax-qualified or not, which are not specifically addressed herein, shall be subject to the terms of such plan, programprogram or arrangement, or arrangement and this Agreement shall have no effect upon such terms except as specifically provided herein. (e) It is the intention of the Parties that no portion of any payment under this AgreementExcept as specifically provided herein, or payments to or for the benefit of Executive under any other agreement or plan, be deemed to be an Excess Parachute Payment. The present value of payments to or for the benefit of Executive in the nature of compensation, receipt of which is contingent on a Change in Control, and to which Code Section 280G applies (in the aggregate “Total Payments”) shall not exceed an amount equal to $1.00 less than the maximum amount that the Company may pay without loss of deduction under Code Section 280G(a). Present value for purposes of this Section 2(e) shall be calculated in accordance with Code Section 280G(d)(4). Within 90 days following the earlier of the giving of the notice of termination or the giving of notice by the Company to Executive of its belief that there is a payment or benefit due to Executive that will result in an Excess Parachute Payment, Executive and the Company, at the Company’s expense, shall obtain the opinion of such legal counsel and certified public accountants as Executive may choose (notwithstanding the fact that such persons have acted or may also be acting as the legal counsel or certified public accountants for the Company), which opinions need not be unqualified, which set forth (i) the amount of the includable compensation of Executive for the base period, as determined under Code Section 280G, (ii) the present value of Total Payments, and (iii) the amount and present value of any Excess Parachute Payments. If such opinions determine that there would be an Excess Parachute Payment, the payment hereunder or any other payment determined by such counsel to be includable in Total Payments shall be modified, reduced, or eliminated as specified by Executive in writing delivered to the Company within 60 days of Executive’s receipt of such opinions or, if Executive fails to so notify the Company, then as the Company shall reasonably determine, so that have no further obligations to the Executive under the bases of calculation set forth in such opinions there will be no Excess Parachute Payment; provided, however, that any such specification by Executive or the Company shall not be effective where it would result in an imposition of any additional income tax under Code Section 409A. The provisions of this Section 2(e), including the calculations, notices, and opinions provided for herein shall be based upon the conclusive presumption that (A) the compensation provided for in this Agreement and (B) following the Executive’s termination of employment for any other compensation earned by Executive pursuant to the Company’s programs that would have been provided in any event are reasonable compensation for services rendered, even though the timing of such payment is triggered by the Change in Control; provided, however, that if such legal counsel so requests in connection with the opinion required by this Section 2(e), Executive and the Company shall obtain, at the Company’s expense, and the legal counsel may rely on in providing the opinion, the advice of a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be received by Executivereason.

Payment of Severance Amount. If Subject to the provisions of paragraph 4, upon the occurrence of a Separation Event with respect to Executive’s employment is subject to a Termination within the Covered Period, then the Company shall provide Executive the following benefitsEmployer shall: (a) On pay to Executive when due under Employer’s normal payroll practices all unpaid salary due to, and unreimbursed expenses incurred by, Executive in the first regularly scheduled payroll date performance of his duties for Employer through the Separation Date (as defined below); (b) pay Executive an amount equal to Executive’s Annual Cash Compensation (as defined in paragraph 2) multiplied by a factor of _________________, payable as a lump sum cash payment within 30 days following the 45th day following Separation Date; (c) pay Executive an amount equal to Executive’s pro-rata (measured as (i) the Termination number of days expired, as of the Separation Date, Executive shall commence receiving the applicable Severance Amount (less any amount described in Section 2(b)), with such amount to be paid in substantially equal installments in accordance with the then-current normal payroll practices calendar year, divided by (ii) 365) target bonus for the then-current year within 30 days following the Separation Date; (d) provide Executive with life, disability, medical and dental insurance at the level provided at either the date of the Company over occurrence of a Change of Control or the 12Separation Date, as Executive shall in his sole discretion elect by providing written notice to Employer, for _____________________________ months following the Separation Date or such shorter period until Executive shall obtain substantially equivalent insurance coverage from a subsequent employer, if any, in the same manner as if Executive’s Separation from Service (as defined below) had not occurred until the end of such period. Executive shall immediately notify Employer upon obtaining any insurance from a subsequent employer and shall provide all information required by Employer regarding such insurance to enable Employer to make a determination of whether such insurance is substantially equivalent; (e) notwithstanding Executive’s Separation from Service, preserve Executive’s rights to purchase the shares of Employer’s capital stock that are subject to then-outstanding options that have been granted to Executive by Employer (or pursuant to a stock option plan of Employer), so that all such options remain or become exercisable in accordance with their terms as if Executive’s Separation from Service had not occurred; and (f) within 30 days after receiving a detailed invoice for same, reimburse Executive, up to a maximum cumulative amount of Dollars, for the reasonable fees of no more than __________ out-placement (or similar) service provider[(s)] engaged by Executive to assist in finding employment opportunities for Executive during the twelve-month period following the Termination Date (the “Payment Period”)Separation Date. The payment of any Severance Amount All reimbursements to be made pursuant to this Agreement supersedes and replaces any other benefit to which Executive may have been entitled pursuant to any other severance benefit program maintained by the Company or any Affiliate at the time of Executive’s Termination; provided, however, that payment of any Severance Amount hereunder shall not have any effect on any restrictive covenants to which Executive is or may be subject pursuant to any other program maintained by, or agreement entered into with, the Company or any Affiliate. (b) To the extent any portion of the Severance Amount exceeds the “safe harbor” amount described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), Executive shall receive such portion of the applicable Severance Amount that exceeds the “safe harbor” amount in a single lump sum payment payable on the 45th day following the Termination Date. (c) Within 30 days following the Termination Date, the Company shall pay Executive a lump sum payment in an amount equal to the sum of all amounts earned or accrued through the Termination Date, including any annual salary, bonus, vacation pay, which has accrued but has not been paid or used. (d) Executive’s rights following a Termination with respect to any benefits, incentives, or awards provided to Executive pursuant to the terms of any plan, program, or arrangement sponsored or maintained by the Company or any Affiliate, whether tax-qualified or not, which are not specifically addressed herein, shall be subject to the terms of such plan, program, or arrangement and this Agreement shall have no effect upon such terms except as specifically provided herein. (e) It is the intention of the Parties that no portion of any payment under this Agreement, or payments to or for the benefit of Executive under any other agreement or plan, be deemed to be an Excess Parachute Payment. The present value of payments to or for the benefit of Executive in the nature of compensation, receipt of which is contingent on a Change in Control, and to which Code Section 280G applies (in the aggregate “Total Payments”) shall not exceed an amount equal to $1.00 less than the maximum amount that the Company may pay without loss of deduction under Code Section 280G(a). Present value for purposes of this Section 2(eparagraph 1(f) shall be calculated in accordance with Code Section 280G(d)(4). Within 90 days made to Executive no later than the end of the second calendar year following the earlier of the giving of the notice of termination or the giving of notice by the Company to Executive of its belief that there is a payment or benefit due to Executive that will result calendar year in an Excess Parachute Payment, Executive and the Company, at the Company’s expense, shall obtain the opinion of such legal counsel and certified public accountants as Executive may choose (notwithstanding the fact that such persons have acted or may also be acting as the legal counsel or certified public accountants for the Company), which opinions need not be unqualified, which set forth (i) the amount of the includable compensation of Executive for the base period, as determined under Code Section 280G, (ii) the present value of Total Payments, and (iii) the amount and present value of any Excess Parachute Payments. If such opinions determine that there would be an Excess Parachute Payment, the payment hereunder or any other payment determined by such counsel to be includable in Total Payments shall be modified, reduced, or eliminated as specified by Executive in writing delivered to the Company within 60 days of Executive’s receipt of such opinions or, if Executive fails to so notify the Company, then as the Company shall reasonably determine, so that under the bases of calculation set forth in such opinions there will be no Excess Parachute Payment; provided, however, that any such specification by Executive or the Company shall not be effective where it would result in an imposition of any additional income tax under Code Section 409A. The provisions of this Section 2(e), including the calculations, notices, and opinions provided for herein shall be based upon the conclusive presumption that (A) the compensation provided for in this Agreement and (B) any other compensation earned by Executive pursuant to the Company’s programs that would have been provided in any event are reasonable compensation for services rendered, even though the timing of such payment is triggered by the Change in Control; provided, however, that if such legal counsel so requests in connection with the opinion required by this Section 2(e), Executive and the Company shall obtain, at the Company’s expense, and the legal counsel may rely on in providing the opinion, the advice of a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be received by ExecutiveSeparation Date occurs.

Payment of Severance Amount. If Executive’s employment is subject to Executive incurs a Termination within the Covered Period, then the Company shall provide Executive the following benefits: (a) On Commencing on the first regularly scheduled Company payroll date that occurs on or following the 45th sixtieth (60th) day following the Termination Date, Executive shall commence receiving receive the applicable Severance Amount (less any amount described in Section 2(b)), with such amount to be paid in twelve (12) substantially equal monthly installments (subject to the remaining provisions of this paragraph), with each successive payment being due on the next monthly payroll date following the first installment, provided that any such monthly installments that would have been paid in accordance with the then-current normal payroll practices of the Company over the 12-month sixty (60)-day period following the Termination Date but for the Release requirement in Section 4 shall be paid on the first Company payroll date that occurs on or following the sixtieth (60th) day following the Termination Date, and the number of remaining substantially equal monthly installments to be made shall be reduced from twelve (12) by any such “Payment Period”). The payment of any Severance Amount pursuant to this Agreement supersedes and replaces any other benefit to which Executive may have been entitled pursuant to any other severance benefit program maintained by the Company or any Affiliate at the time of Executive’s Termination; provided, however, catch-up” payments that payment of any Severance Amount hereunder shall not have any effect on any restrictive covenants to which Executive is or may be subject pursuant to any other program maintained by, or agreement entered into with, the Company or any Affiliateare made. (b) To the extent any portion of the Severance Amount exceeds the “safe harbor” amount described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), Executive shall receive such portion of the applicable Severance Amount that exceeds the “safe harbor” amount in a single lump sum payment payable on the 45th first Company payroll date that occurs on or following the sixtieth (60th) day following the Termination Date. (c) Within 30 five (5) days following the Termination Dateafter Executive’s Termination, the Company shall pay Executive a lump sum payment in an amount equal to the sum of all amounts earned or accrued through the Termination Date, including any annual salary, bonus, vacation paybonus or paid time off, which has accrued but has not been paid or used. (d) Executive’s rights following a Termination termination of employment with the Company and its Affiliates for any reason with respect to any benefits, incentives, incentives or awards provided to Executive pursuant to the terms of any plan, program, program or arrangement sponsored or maintained by the Company or any an Affiliate, whether tax-qualified or not, which are not specifically addressed herein, shall be subject to the terms of such plan, programprogram or arrangement, or arrangement and this Agreement shall have no effect upon such terms except as specifically provided herein. (e) It is the intention of the Parties that no portion of any payment under this AgreementExcept as specifically provided herein, or payments to or for the benefit of Executive under any other agreement or plan, be deemed to be an Excess Parachute Payment. The present value of payments to or for the benefit of Executive in the nature of compensation, receipt of which is contingent on a Change in Control, and to which Code Section 280G applies (in the aggregate “Total Payments”) shall not exceed an amount equal to $1.00 less than the maximum amount that the Company may pay without loss of deduction under Code Section 280G(a). Present value for purposes of this Section 2(e) shall be calculated in accordance with Code Section 280G(d)(4). Within 90 days following the earlier of the giving of the notice of termination or the giving of notice by the Company to Executive of its belief that there is a payment or benefit due to Executive that will result in an Excess Parachute Payment, Executive and the Company, at the Company’s expense, shall obtain the opinion of such legal counsel and certified public accountants as Executive may choose (notwithstanding the fact that such persons have acted or may also be acting as the legal counsel or certified public accountants for the Company), which opinions need not be unqualified, which set forth (i) the amount of the includable compensation of Executive for the base period, as determined under Code Section 280G, (ii) the present value of Total Payments, and (iii) the amount and present value of any Excess Parachute Payments. If such opinions determine that there would be an Excess Parachute Payment, the payment hereunder or any other payment determined by such counsel to be includable in Total Payments shall be modified, reduced, or eliminated as specified by Executive in writing delivered to the Company within 60 days of Executive’s receipt of such opinions or, if Executive fails to so notify the Company, then as the Company shall reasonably determine, so that have no further obligations to Executive under the bases of calculation set forth in such opinions there will be no Excess Parachute Payment; provided, however, that any such specification by Executive or the Company shall not be effective where it would result in an imposition of any additional income tax under Code Section 409A. The provisions of this Section 2(e), including the calculations, notices, and opinions provided for herein shall be based upon the conclusive presumption that (A) the compensation provided for in this Agreement and (B) following Executive’s termination of employment for any other compensation earned by Executive pursuant to the Company’s programs that would have been provided in any event are reasonable compensation for services rendered, even though the timing of such payment is triggered by the Change in Control; provided, however, that if such legal counsel so requests in connection with the opinion required by this Section 2(e), Executive and the Company shall obtain, at the Company’s expense, and the legal counsel may rely on in providing the opinion, the advice of a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be received by Executivereason.

Payment of Severance Amount. If Executive’s employment is subject to Upon the occurrence of a Termination within the Covered PeriodEvent (as defined in paragraph 2), then the Company shall provide Executive the following benefitsEmployer shall: (a) On pay Executive all salary, unreimbursed expenses incurred by Executive in the first regularly scheduled payroll performance of his duties for Employer and other compensation and benefits that are accrued but unpaid through the date following the 45th day following the Termination Date, Executive shall commence receiving the applicable Severance Amount (less any amount described in Section 2(b)), with such amount to be paid in substantially equal installments in accordance with the then-current normal payroll practices of the Company over the 12-month period following the termination constituting such Termination Date Event (the “Payment PeriodTermination Date”). The payment of any Severance Amount pursuant to this Agreement supersedes and replaces any other benefit to which Executive may have been entitled pursuant to any other severance benefit program maintained by the Company or any Affiliate at the time of Executive’s Termination; provided, however, that payment of any Severance Amount hereunder shall not have any effect on any restrictive covenants to which Executive is or may be subject pursuant to any other program maintained by, or agreement entered into with, the Company or any Affiliate. (b) To the extent any portion of the Severance Amount exceeds the “safe harbor” amount described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), Executive shall receive such portion of the applicable Severance Amount that exceeds the “safe harbor” amount in payable as a single lump sum cash payment payable on the 45th day following the Termination Date. (c) Within within 30 days following the Termination Date, the Company shall ; (b) pay Executive a lump sum payment in an amount equal to Executive’s Annual Cash Compensation (as defined in paragraph 2) multiplied by a factor of [Multiplier], payable as a lump sum cash payment within 30 days following the sum Termination Date; (c) pay Executive an amount equal to Executive’s pro-rata (measured as (i) the number of all amounts earned days expired, as of Termination Date, in the then-current calendar year, divided by (ii) 365) target bonus for the then-current year; (d) provide Executive with life, disability, medical and dental insurance at the level provided at either the date of the occurrence of a Change of Control or accrued through the Termination Date, including any annual salaryas Executive shall in his sole discretion elect by providing written notice to Employer, bonusfor [12*Multiplier] months following the Termination Date or such shorter period until Executive shall obtain substantially equivalent insurance coverage from a subsequent employer, vacation payif any, which has accrued but has in the same manner as if Executive’s employment had not been paid or used. (d) Executive’s rights following a Termination with respect to any benefits, incentives, or awards provided to Executive pursuant to terminated until the terms of any plan, program, or arrangement sponsored or maintained by the Company or any Affiliate, whether tax-qualified or not, which are not specifically addressed herein, shall be subject to the terms end of such plan, program, or arrangement period. Executive shall immediately notify Employer upon obtaining any insurance from a subsequent employer and this Agreement shall have no effect upon provide all information required by Employer regarding such terms except as specifically provided herein.insurance to enable Employer to make a determination of whether such insurance is substantially equivalent; (e) It is notwithstanding Executive’s termination of employment, preserve Executive’s rights to purchase the intention shares of the Parties Employer’s capital stock that no portion are subject to then-outstanding options that have been granted to Executive by Employer (or pursuant to a stock option plan of any payment under this AgreementEmployer), so that all such options remain or payments to or for the benefit of Executive under any other agreement or plan, be deemed to be an Excess Parachute Payment. The present value of payments to or for the benefit of Executive in the nature of compensation, receipt of which is contingent on a Change in Control, and to which Code Section 280G applies (in the aggregate “Total Payments”) shall not exceed an amount equal to $1.00 less than the maximum amount that the Company may pay without loss of deduction under Code Section 280G(a). Present value for purposes of this Section 2(e) shall be calculated become exercisable in accordance with Code Section 280G(d)(4). Within 90 days following the earlier of the giving of the notice of termination or the giving of notice by the Company their terms as if Executive’s employment had not terminated; and (f) upon receiving a detailed invoice for same, reimburse, up to Executive of its belief that there is a payment or benefit due to Executive that will result in an Excess Parachute Payment, Executive and the Company, at the Company’s expense, shall obtain the opinion of such legal counsel and certified public accountants as Executive may choose (notwithstanding the fact that such persons have acted or may also be acting as the legal counsel or certified public accountants for the Company), which opinions need not be unqualified, which set forth (i) the maximum cumulative amount of the includable compensation of 15,000 Dollars, Executive for the base period, as determined under Code Section 280G, reasonable fees of no more than one out-placement (iior similar) the present value of Total Payments, and (iii) the amount and present value of any Excess Parachute Payments. If such opinions determine that there would be an Excess Parachute Payment, the payment hereunder or any other payment determined by such counsel to be includable in Total Payments shall be modified, reduced, or eliminated as specified service provider engaged by Executive to assist in writing delivered to finding employment opportunities for Executive during the Company within 60 days of Executive’s receipt of such opinions or, if Executive fails to so notify the Company, then as the Company shall reasonably determine, so that under the bases of calculation set forth in such opinions there will be no Excess Parachute Payment; provided, however, that any such specification by Executive or the Company shall not be effective where it would result in an imposition of any additional income tax under Code Section 409A. The provisions of this Section 2(e), including the calculations, notices, and opinions provided for herein shall be based upon the conclusive presumption that (A) the compensation provided for in this Agreement and (B) any other compensation earned by Executive pursuant to the Company’s programs that would have been provided in any event are reasonable compensation for services rendered, even though the timing of such payment is triggered by the Change in Control; provided, however, that if such legal counsel so requests in connection with the opinion required by this Section 2(e), Executive and the Company shall obtain, at the Company’s expense, and the legal counsel may rely on in providing the opinion, the advice of twelve-month period following a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be received by ExecutiveTermination Date.

Payment of Severance Amount. If Executive’s employment is subject to Upon the occurrence of a Termination within the Covered PeriodEvent (as defined in paragraph 2), then the Company shall provide Executive the following benefitsEmployer shall: (a) On pay Executive all salary, unreimbursed expenses incurred by Executive in the first regularly scheduled payroll performance of his duties for Employer and other compensation and benefits that are accrued but unpaid through the date following of the 45th day following termination constituting such Termination Event (the "Termination Date, Executive shall commence receiving the applicable Severance Amount (less any amount described in Section 2(b)"), with such amount to be paid in substantially equal installments in accordance with the then-current normal payroll practices of the Company over the 12-month period following the Termination Date (the “Payment Period”). The payment of any Severance Amount pursuant to this Agreement supersedes and replaces any other benefit to which Executive may have been entitled pursuant to any other severance benefit program maintained by the Company or any Affiliate at the time of Executive’s Termination; provided, however, that payment of any Severance Amount hereunder shall not have any effect on any restrictive covenants to which Executive is or may be subject pursuant to any other program maintained by, or agreement entered into with, the Company or any Affiliate. (b) To the extent any portion of the Severance Amount exceeds the “safe harbor” amount described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), Executive shall receive such portion of the applicable Severance Amount that exceeds the “safe harbor” amount in payable as a single lump sum cash payment payable on the 45th day following the Termination Date. (c) Within within 30 days following the Termination Date, the Company shall ; (b) pay Executive a lump sum payment in an amount equal to Executive's Annual Cash Compensation (as defined in paragraph 2) multiplied by a factor of [Multiplier], payable as a lump sum cash payment within 30 days following the sum Termination Date; (c) pay Executive an amount equal to Executive's pro-rata (measured as (i) the number of all amounts earned days expired, as of Termination Date, in the then-current calendar year, divided by (ii) 365) target bonus for the then-current year; (d) provide Executive with life, disability, medical and dental insurance at the level provided at either the date of the occurrence of a Change of Control or accrued through the Termination Date, including any annual salaryas Executive shall in his sole discretion elect by providing written notice to Employer, bonusfor [12*Multiplier] months following the Termination Date or such shorter period until Executive shall obtain substantially equivalent insurance coverage from a subsequent employer, vacation payif any, which has accrued but has in the same manner as if Executive's employment had not been paid or used. (d) Executive’s rights following a Termination with respect to any benefits, incentives, or awards provided to Executive pursuant to terminated until the terms of any plan, program, or arrangement sponsored or maintained by the Company or any Affiliate, whether tax-qualified or not, which are not specifically addressed herein, shall be subject to the terms end of such plan, program, or arrangement period. Executive shall immediately notify Employer upon obtaining any insurance from a subsequent employer and this Agreement shall have no effect upon provide all information required by Employer regarding such terms except as specifically provided herein.insurance to enable Employer to make a determination of whether such insurance is substantially equivalent; (e) It is notwithstanding Executive's termination of employment, preserve Executive's rights to purchase the intention shares of the Parties Employer's capital stock that no portion are subject to then-outstanding options that have been granted to Executive by Employer (or pursuant to a stock option plan of any payment under this AgreementEmployer), so that all such options remain or payments to or for the benefit of Executive under any other agreement or plan, be deemed to be an Excess Parachute Payment. The present value of payments to or for the benefit of Executive in the nature of compensation, receipt of which is contingent on a Change in Control, and to which Code Section 280G applies (in the aggregate “Total Payments”) shall not exceed an amount equal to $1.00 less than the maximum amount that the Company may pay without loss of deduction under Code Section 280G(a). Present value for purposes of this Section 2(e) shall be calculated become exercisable in accordance with Code Section 280G(d)(4). Within 90 days following the earlier of the giving of the notice of termination or the giving of notice by the Company their terms as if Executive's employment had not terminated; and (f) upon receiving a detailed invoice for same, reimburse, up to Executive of its belief that there is a payment or benefit due to Executive that will result in an Excess Parachute Payment, Executive and the Company, at the Company’s expense, shall obtain the opinion of such legal counsel and certified public accountants as Executive may choose (notwithstanding the fact that such persons have acted or may also be acting as the legal counsel or certified public accountants for the Company), which opinions need not be unqualified, which set forth (i) the maximum cumulative amount of the includable compensation of 15,000 Dollars, Executive for the base period, as determined under Code Section 280G, reasonable fees of no more than one out-placement (iior similar) the present value of Total Payments, and (iii) the amount and present value of any Excess Parachute Payments. If such opinions determine that there would be an Excess Parachute Payment, the payment hereunder or any other payment determined by such counsel to be includable in Total Payments shall be modified, reduced, or eliminated as specified service provider engaged by Executive to assist in writing delivered to finding employment opportunities for Executive during the Company within 60 days of Executive’s receipt of such opinions or, if Executive fails to so notify the Company, then as the Company shall reasonably determine, so that under the bases of calculation set forth in such opinions there will be no Excess Parachute Payment; provided, however, that any such specification by Executive or the Company shall not be effective where it would result in an imposition of any additional income tax under Code Section 409A. The provisions of this Section 2(e), including the calculations, notices, and opinions provided for herein shall be based upon the conclusive presumption that (A) the compensation provided for in this Agreement and (B) any other compensation earned by Executive pursuant to the Company’s programs that would have been provided in any event are reasonable compensation for services rendered, even though the timing of such payment is triggered by the Change in Control; provided, however, that if such legal counsel so requests in connection with the opinion required by this Section 2(e), Executive and the Company shall obtain, at the Company’s expense, and the legal counsel may rely on in providing the opinion, the advice of twelve-month period following a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be received by ExecutiveTermination Date.