Common use of Payments Following Termination Clause in Contracts

Payments Following Termination. (a) In the event Executive's employment is terminated by the Company for Just Cause as so defined, or if Executive resigns (other than where such resignation is for Good Reason), then the Company shall pay Executive a cash payment equal to his annual Base Salary as provided in Section 5(a) hereof to the extent earned but unpaid as of the date of termination (the "Unpaid Salary"). No bonus will be earned or paid after the date of termination, and if such date of termination occurs prior to the first anniversary of the Effective Date, Executive shall return to the Company the bonus described in Section 5(c). Any options or restricted stock held by Executive on the date of termination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall not receive any accelerated or additional vesting of such stock or options on or after such date. (b) In the event Executive's employment is terminated by the death of Executive, then the Company shall pay Executive's estate, as soon as practicable, (i) a cash payment equal to one times Executive's Base Salary described in Section 5(a), (ii) the Unpaid Salary, and (iii) the Unpaid Prior Year's Bonus. Any options or restricted stock held by Executive on the date of termination shall vest only through the date of Executive's death according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall not receive any accelerated or additional vesting of such stock or options on or after such date. (c) In the event that Executive is terminated by the Company without Just Cause, or that Executive's employment is terminated by the Executive for Good Reason, other than in a Control Termination, and other than pursuant to Section 7, then the Company shall pay Executive, within 10 business days after the date of termination (i) the Unpaid Salary, (ii) the sum of the Unpaid Prior Year's Bonus plus the Target Bonus (prorated for the partial year period ending on the date of termination), (iii) a cash payment equal to two times his annual Base Salary as provided in Section 5(a) hereof, reduced, if such date of termination occurs prior to the first anniversary of the Effective Date, by one-half of the bonus described in Section 5(c), and (iv) a cash payment equal to two times the Target Bonus payable pursuant to Section 5(b). Any options or restricted stock held by Executive on the date of termination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, except that Executive shall receive additional vesting credit (but not above 100%) as if he had remained employed by the Company until the next succeeding anniversary of the Grant Date of the options and restricted stock described in Section 5(d)(i), and that, solely for this purpose, the restricted stock shall be deemed to vest on the same dates as are applicable to the options described in Section 5(d)(i). Thus, for example, if Executive were terminated by the Company without Just Cause after the first anniversary of the Grant Date, but before the second anniversary thereof, both his options and his restricted stock described in Section 5(d)(i) would be considered 50% vested for this purpose. (d) In the event that Executive's employment terminates in a Control Termination as so defined then the Company shall pay Executive, within five business days after the date of termination, (i) the Unpaid Salary, (ii) the sum of the Unpaid Prior Year's Bonus and the Target Bonus (prorated for the partial year period ending on the date of his termination of employment), (iii) a cash payment equal to three times his annual Base Salary as provided in Section 5(a) hereof, and (iv) a cash payment equal to three times the Target Bonus payable pursuant to Section 5(b). In addition, any options or restricted stock described in Section 5(d)(i) held by Executive shall fully vest upon the occurrence of the Change in Control or, if later, the date of the Control Termination. With respect to grants of options or other equity-based awards other than those described in Section 5(d)(i), the Committee shall determine whether and to what degree such grants shall become vested in the event of a Control Termination. (e) Notwithstanding anything herein to the contrary, in the event that Executive's employment terminates, the Company shall pay to Executive, in accordance with its standard payroll practice, Executive's accrued but unused vacation.

Payments Following Termination. (a) In the event that Executive's employment is terminated by the Company for Just Cause as so defined, or if Executive resigns (other than where such resignation is for Good Reason)voluntarily resigns, then the Company within 10 business days shall pay Executive a cash payment equal to of his annual Base Salary as provided in Section 5(a) hereof to the extent that was earned but unpaid as of the date of termination (the "Unpaid Salary"). No bonus will be earned or paid after the date of termination, and if such date of termination occurs prior to the first anniversary of the Effective Date, Executive shall return to the Company the bonus described in Section 5(c). Any options or restricted stock held by Executive on the date of termination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall not receive any accelerated or additional vesting of such stock or options on or after such date. (b) In the event Executive's employment is terminated by the death of Executive, then the Company shall pay Executive's estate, as soon as practicable, estate within 30 days (i) a cash payment equal to one times Executive's lump sum of the remaining payments of Base Salary described in Section 5(a), ) that would have been payable to Executive through the date of death and (ii) a pro-rata portion of the Unpaid Salary, and (iii) Target Bonus for the Unpaid Prior Year's Bonusyear in which his death occurs plus the Target Bonus for the preceding year if his death occurs after year-end but before such bonuses are paid. Any options or restricted stock held by Executive on the date of termination shall vest only through the date of Executive's death termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall not receive any accelerated or additional vesting of such stock or options on or after such date. (c) In the event that Executive is terminated by the Company without Just Cause, or that Executive's employment is terminated by the Executive for Good Reason, Cause (and other than in a termination due to expiration of the Term, death, disability or a Control Termination, and other than pursuant to Section 7) or by Executive With Reason, then the Company shall pay Executive, Executive within 10 business days after (i) on a basis consistent with the timing of the Company's normal payroll processing, the remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive through the date of his termination (i) the Unpaid Salaryof employment, (ii) the sum a pro-rata portion of the Unpaid Prior Year's Target Bonus for the year in which his termination occurs plus the Target Bonus (prorated for the partial preceding year period ending on the date of termination), if his termination occurs after year-end but before such bonuses are paid and (iii) a cash payment equal to two times his annual Base Salary as provided for a period of one year (in Section 5(a) hereofthe form of salary continuation on a pro-rata basis with or without medical and dental benefits, reduced, if such date of termination occurs prior to the first anniversary of the Effective Date, by one-half of the bonus described in Section 5(c), at Executive's election and (iv) a cash payment equal to two times the Target Bonus payable pursuant to Section 5(bcost). Any options or restricted stock held by Executive on the date of termination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, except that and Executive shall not receive any accelerated or additional vesting credit (but not above 100%) as if he had remained employed by the Company until the next succeeding anniversary of the Grant Date of the such stock or options and restricted stock described in Section 5(d)(i), and that, solely for this purpose, the restricted stock shall be deemed to vest on the same dates as are applicable to the options described in Section 5(d)(i). Thus, for example, if Executive were terminated by the Company without Just Cause or after the first anniversary of the Grant Date, but before the second anniversary thereof, both his options and his restricted stock described in Section 5(d)(i) would be considered 50% vested for this purposesuch date. (d) In the event that Executive's employment terminates Executive is terminated by the Company (or its successor) in a Control Termination as so defined defined, then the Company shall pay Executive, Executive within five business 30 days after the date of termination, (i) on a basis consistent with the Unpaid Salary, (ii) the sum timing of the Unpaid Prior YearCompany's Bonus and normal payroll processing, the Target Bonus (prorated for the partial year period ending on remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive through the date of his termination of employment)employment and, (ii) his Target Bonus and his Base Salary (in the form of salary continuation on a pro-rata basis with or without medical and dental benefits at the cost charged to active employees) for the 12-month period following his termination of employment and (iii) a cash payment lump sum equal to three times his annual Base Salary as provided in Section 5(a) hereof, and (iv) a cash payment equal to three times pro-rata portion of the Target Bonus payable pursuant to Section 5(b)for the year in which the date of termination occurs plus the Target Bonus for the preceding year if termination occurs after year-end but before such bonuses are paid. In additionTo the extent that Executive is terminated in a Control Termination that occurs in anticipation of a Change in Control, any options or restricted stock described in Section 5(d)(i) held by Executive shall fully vest vest, retroactive to the date of termination, upon the occurrence of the Change in Control or, if later, the date of the Control Termination. With respect to grants of options or other equity-based awards other than those described in Section 5(d)(i), the Committee shall determine whether and to what degree such grants shall become vested in the event of a Control TerminationControl. (e) Notwithstanding anything herein to the contrary, in the event that Executive's employment terminates, the Company shall pay to Executive, in accordance with its standard payroll practice, Executive's accrued but unused vacation. (f) Notwithstanding anything to the contrary, payment of any severance under this Agreement is conditioned upon the execution by Executive of a separation and release agreement in a form acceptable to the Company and the observation of such waiting or revocation periods, if any, before and after execution of the agreement by Executive as are required by law, such as, for example, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive such agreement within seven days of the date of his termination.

Payments Following Termination. (a) In the event Executive's employment is terminated by the Company for Just Cause as so defined, or if Executive resigns (other than where such resignation is for Good Reason)voluntarily resigns, then the Company immediately shall pay Executive a cash payment equal to of his annual Base Salary as provided in Section 5(a) hereof to the extent that was earned but unpaid as of the date of termination (the "Unpaid Salary"). No bonus will be earned or paid after the date of termination, and if such date of termination occurs prior to the first anniversary of the Effective Date, Executive shall return to the Company the bonus described in Section 5(c). Any options or restricted stock held by Executive on the date of termination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall not receive any accelerated or additional vesting of such stock or options on or after such date. (b) In the event Executive's employment is terminated by the death of Executive, then the Company shall pay Executive's estate, as soon as practicable, estate a cash lump sum of the sum of (i) a cash payment equal to one times Executive's the remaining payments of Base Salary described in Section 5(a), ) that would have been payable to Executive through the date of death plus (ii) a pro-rata portion of the Unpaid Salary, and (iii) Target Bonus for the Unpaid Prior Year's Bonusyear in which his death occurs plus the Target Bonus for the preceding year if his death occurs after year-end but before such bonuses are paid. Any options or restricted stock held by Executive on the date of termination shall vest only through the date of Executive's death termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall not receive any accelerated or additional vesting of such stock or options on or after such date. (c) In the event that Executive is terminated by the Company without Just Cause, or that Executive's employment is terminated by the Executive for Good Reason, other than in a Control Termination, and other than pursuant to Section 7, then the Company shall pay ExecutiveExecutive (i) on a basis consistent with the timing of the Company's normal payroll processing, within 10 business days after the remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive through the date of his termination (i) the Unpaid Salaryof employment, (ii) the sum of the Unpaid Prior Year's Bonus plus the his Base Salary and Target Bonus (prorated in the form of salary continuation on a pro-rata basis with or without medical and dental benefits, at the Executive's election and cost) for the partial year period ending on the date Restricted Period (as set forth in Section 9(b)(ii)) following his termination of termination), employment and (iii) a cash payment lump sum equal to two times his annual Base Salary as provided a pro-rata portion of the Target Bonus for the year in Section 5(a) hereof, reduced, if such which the date of termination occurs prior to the first anniversary of the Effective Date, by one-half of the bonus described in Section 5(c), and (iv) a cash payment equal to two times plus the Target Bonus payable pursuant to Section 5(b)for the preceding year if termination occurs after year-end but before such bonuses are paid. Any options or restricted stock held by Executive on the date of termination shall shall, unless otherwise provided in this Section 11(c), vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, except that and Executive shall not receive any accelerated or additional vesting credit (but not above 100%) as if he had remained employed by of such stock or options on or after such date. Notwithstanding the Company until the next succeeding anniversary of the Grant Date of the options and restricted stock described in Section 5(d)(i), and that, solely for this purpose, the restricted stock shall be deemed to vest on the same dates as are applicable to the options described in Section 5(d)(i). Thus, for exampleforegoing, if Executive were is terminated by the Company without Just Cause pursuant to this Section 11(c) on or after the first anniversary of the Grant DateOctober 1, 2005 but before October 1, 2007 each Initial Award, to the second anniversary thereofextent not then at least 25% vested, both his options shall upon such termination become 25% vested, and his restricted stock described in if Executive is terminated pursuant to this Section 5(d)(i11(c) would be considered on or after October 1, 2007 but before October 1, 2008, each Initial Award, to the extent not then at least 50% vested for this purposevested, shall upon such termination become 50% vested. (d) In the event that Executive's employment terminates Executive is terminated by the Company (or its successor) in a Control Termination as so defined defined, then the Company shall pay Executive, within five business days after the date of termination, Executive (i) on a basis consistent with the Unpaid Salary, (ii) the sum timing of the Unpaid Prior YearCompany's Bonus and normal payroll processing, the Target Bonus (prorated for the partial year period ending on remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive through the date of his termination of employment), (ii) his Base Salary and Target Bonus (in the form of salary continuation on a pro-rata basis with or without medical and dental benefits at the cost charged to active employees) for the 12-month period following his termination of employment and (iii) a cash payment lump sum equal to three times his annual Base Salary as provided in Section 5(a) hereof, and (iv) a cash payment equal to three times pro-rata portion of the Target Bonus payable pursuant to Section 5(b)for the year in which the date of termination occurs plus the Target Bonus for the preceding year if termination occurs after year-end but before such bonuses are paid. In additionTo the extent that Executive is terminated in a Control Termination that occurs in anticipation of a Change in Control, any options or restricted stock described in Section 5(d)(i) held by Executive shall fully vest vest, retroactive to the date of termination, upon the occurrence of the Change in Control or, if later, the date of the Control Termination. With respect to grants of options or other equity-based awards other than those described in Section 5(d)(i), the Committee shall determine whether and to what degree such grants shall become vested in the event of a Control TerminationControl. (e) Notwithstanding anything herein to the contrary, in the event that Executive's employment terminates, the Company shall pay to Executive, in accordance with its standard payroll practice, Executive's accrued but unused vacation. (f) Notwithstanding anything to the contrary, payment of severance under this Agreement is conditioned upon the execution by Executive of a separation and release agreement in a form acceptable to the Company and the observation of such waiting or revocation periods, if any, before and after execution of the agreement by Executive as are required by law, such as, for example, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive such agreement within seven days of the date of his termination.

Payments Following Termination. (a) In the event that Executive's employment is terminated by the Company for any reason other than Just Cause (including, without limitation, a termination under Section 7 hereof), Executive will be entitled to receive the severance pay and benefits available under the applicable severance policy for officers of Executive's ranking as and to the extent approved by the Board and in effect on the date of termination. (b) In the event Executive's employment is terminated by the Company for Just Cause as so defined, or if Executive resigns (other than where such resignation is for Good Reason)voluntarily resigns, then the Company immediately shall pay Executive a cash payment equal to of his annual Base Salary as provided in Section 5(a) hereof to the extent that was earned but unpaid as of the date of termination (the "Unpaid Salary")termination. No bonus unpaid portion of the Future Success Bonus will be earned paid on or paid after the date of termination, and if such date of termination occurs prior to the first anniversary of the Effective Date, Executive shall return to the Company the bonus described in Section 5(c). Any options or restricted stock held by Executive on the date of termination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall not receive any accelerated or additional vesting of such stock or options on or after such date. (bc) In the event Executive's employment is terminated by the death of Executive, then the Company shall pay Executive's estate, as soon as practicable, estate (i) the severance amounts described in Section 11(a) above, if any, (ii) a cash payment equal to one times Executive's lump sum of the remaining payments of Base Salary described in Section 5(a), (ii) that would have been payable to Executive through the Unpaid Salarydate of death, and (iii) the Unpaid Prior Yearbonus payable pursuant to Section 5(c) (to the extent not already paid). In addition, Executive's BonusFuture Success Bonus shall fully vest on the date of termination. Any options or restricted stock held by Executive on the date of termination shall vest only through the date of Executive's death termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall not receive any accelerated or additional vesting of such stock or options on or after such date. (cd) In the event that Executive is terminated by the Company without Just Cause, or that Executive's employment is terminated by the Executive for Good Reason, other than in a Control Termination, and other than pursuant to Section 7, then the Company shall pay ExecutiveExecutive (i) on a basis consistent with the timing of the Company's normal payroll processing, within 10 business days after the remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive through the date of his termination (i) the Unpaid Salaryof employment, (ii) the sum of bonus payable pursuant to Section 5(c) (to the Unpaid Prior Yearextent not already paid), and (iii) the severance amounts described in Section 11(a) above, if any. In addition, Executive's Future Success Bonus plus the Target Bonus (prorated for the partial year period ending will fully vest on the date of termination), (iii) a cash payment equal to two times his annual Base Salary as provided in Section 5(a) hereof, reduced, if such date of termination occurs prior to the first anniversary of the Effective Date, by one-half of the bonus described in Section 5(c), and (iv) a cash payment equal to two times the Target Bonus payable pursuant to Section 5(b). Any options or restricted stock held by Executive on the date of termination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, except that and Executive shall not receive any accelerated or additional vesting credit (but not above 100%) as if he had remained employed by the Company until the next succeeding anniversary of the Grant Date of the such stock or options and restricted stock described in Section 5(d)(i), and that, solely for this purpose, the restricted stock shall be deemed to vest on the same dates as are applicable to the options described in Section 5(d)(i). Thus, for example, if Executive were terminated by the Company without Just Cause or after the first anniversary of the Grant Date, but before the second anniversary thereof, both his options and his restricted stock described in Section 5(d)(i) would be considered 50% vested for this purposesuch date. (de) In the event that Executive's employment terminates Executive is terminated by the Company (or its successor) in a Control Termination as so defined defined, then the Company shall pay ExecutiveExecutive (i) any amounts payable under the Company's severance policy pursuant to Section 11(a) above as in effect prior to the Change in Control, within five business days after (ii) a lump sum of the remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive through the date of termination, and (iiii) the Unpaid Salarybonus payable pursuant to Section 5(c) (to the extent not already paid). In addition, (ii) the sum of the Unpaid Prior YearExecutive's Future Success Bonus and the Target Bonus (prorated for the partial year period ending will fully vest on the date of his termination termination. To the extent that Executive is terminated in a Control Termination that occurs in anticipation of employment), (iii) a cash payment equal to three times his annual Base Salary as provided Change in Section 5(a) hereof, and (iv) a cash payment equal to three times the Target Bonus payable pursuant to Section 5(b). In additionControl, any options or restricted stock described in Section 5(d)(i) held by Executive shall fully vest vest, retroactive to the date of termination, upon the occurrence of the Change in Control or, if later, the date of the Control Termination. With respect to grants of options or other equity-based awards other than those described in Section 5(d)(i), the Committee shall determine whether and to what degree such grants shall become vested in the event of a Control TerminationControl. (ef) Notwithstanding anything herein to the contrary, in the event that Executive's employment terminates, the Company shall pay to Executive, in accordance with its standard payroll practice, Executive's accrued but unused vacation.

Payments Following Termination. (a) In the event Executive's employment is terminated by the Company for Just Cause as so defined, or if Executive resigns (other than where such resignation is for Good Reason)voluntarily resigns, then the Company immediately shall pay Executive a cash payment equal to of his annual Base Salary as provided in Section 5(a) hereof to the extent that was earned but unpaid as of the date of termination (the "Unpaid Salary"). No bonus will be earned or paid after the date of termination, and if such date of termination occurs prior to the first anniversary of the Effective Date, Executive shall return to the Company the bonus described in Section 5(c). Any options or restricted stock held by Executive on the date of termination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall not receive any accelerated or additional vesting of such stock or options on or after such date. (b) In the event Executive's employment is terminated by the death of Executive, then the Company shall pay Executive's estate, as soon as practicable, estate a cash lump sum of the sum of (i) a cash payment equal to one times Executive's the remaining payments of Base Salary described in Section 5(a), ) that would have been payable to Executive through the date of death plus (ii) a pro-rata portion of the Unpaid Salary, and (iii) Target Bonus for the Unpaid Prior Year's Bonusyear in which his death occurs plus the Target Bonus for the preceding year if his death occurs after year-end but before such bonuses are paid. Any options or restricted stock held by Executive on the date of termination shall vest only through the date of Executive's death termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall not receive any accelerated or additional vesting of such stock or options on or after such date. (c) In the event that Executive is terminated by the Company without Just Cause, or that Executive's employment is terminated by the Executive for Good Reason, other than in a Control Termination, and other than pursuant to Section 7, then the Company shall pay ExecutiveExecutive (i) on a basis consistent with the timing of the Company's normal payroll processing, within 10 business days after the remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive through the date of his termination (i) the Unpaid Salaryof employment, (ii) the sum of the Unpaid Prior Year's Bonus plus the his Base Salary and Target Bonus (prorated in the form of salary continuation on a pro-rata basis with or without medical and dental benefits, at the Executive's election and cost) for the partial year 12-month period ending on the date following his termination of termination), employment and (iii) a cash payment lump sum equal to two times his annual Base Salary as provided a pro-rata portion of the Target Bonus for the year in Section 5(a) hereof, reduced, if such which the date of termination occurs prior to the first anniversary of the Effective Date, by one-half of the bonus described in Section 5(c), and (iv) a cash payment equal to two times plus the Target Bonus payable pursuant to Section 5(b)for the preceding year if termination occurs after year-end but before such bonuses are paid. Any options or restricted stock held by Executive on the date of termination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, except that and Executive shall not receive any accelerated or additional vesting credit (but not above 100%) as if he had remained employed by the Company until the next succeeding anniversary of the Grant Date of the such stock or options and restricted stock described in Section 5(d)(i), and that, solely for this purpose, the restricted stock shall be deemed to vest on the same dates as are applicable to the options described in Section 5(d)(i). Thus, for example, if Executive were terminated by the Company without Just Cause or after the first anniversary of the Grant Date, but before the second anniversary thereof, both his options and his restricted stock described in Section 5(d)(i) would be considered 50% vested for this purposesuch date. (d) In the event that Executive's employment terminates Executive is terminated by the Company (or its successor) in a Control Termination as so defined defined, then the Company shall pay Executive, within five business days after the date of termination, Executive (i) on a basis consistent with the Unpaid Salary, (ii) the sum timing of the Unpaid Prior YearCompany's Bonus and normal payroll processing, the Target Bonus (prorated for the partial year period ending on remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive through the date of his termination of employment), (ii) his Base Salary and Target Bonus (in the form of salary continuation on a pro-rata basis with or without medical and dental benefits at the cost charged to active employees) for the 12-month period following his termination of employment and (iii) a cash payment lump sum equal to three times his annual Base Salary as provided in Section 5(a) hereof, and (iv) a cash payment equal to three times pro-rata portion of the Target Bonus payable pursuant to Section 5(b)for the year in which the date of termination occurs plus the Target Bonus for the preceding year if termination occurs after year-end but before such bonuses are paid. In additionTo the extent that Executive is terminated in a Control Termination that occurs in anticipation of a Change in Control, any options or restricted stock described in Section 5(d)(i) held by Executive shall fully vest vest, retroactive to the date of termination, upon the occurrence of the Change in Control or, if later, the date of the Control Termination. With respect to grants of options or other equity-based awards other than those described in Section 5(d)(i), the Committee shall determine whether and to what degree such grants shall become vested in the event of a Control TerminationControl. (e) Notwithstanding anything herein to the contrary, in the event that Executive's employment terminates, the Company shall pay to Executive, in accordance with its standard payroll practice, Executive's accrued but unused vacation. (f) Notwithstanding anything to the contrary, payment of severance under this Agreement is conditioned upon the execution by Executive of a separation and release agreement in a form acceptable to the Company and the observation of such waiting or revocation periods, if any, before and after execution of the agreement by Executive as are required by law, such as, for example, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive such agreement within seven days of the date of his termination.

Payments Following Termination. (a) In the event that Executive's employment is terminated by the Company for Just Cause (as so defineddefined herein), upon expiration of the Term of this Agreement or if Executive resigns (other than where such resignation is for Good Reason)voluntarily resigns, then the Company immediately shall pay Executive a cash payment equal to his annual of her Base Salary as provided in Section 5(a) hereof to the extent that was earned but unpaid as of the date of termination (the "Unpaid Salary"). No bonus will be earned or paid after the date of termination, and if such date of termination occurs prior to the first anniversary of the Effective Date, Executive shall return to the Company the bonus described in Section 5(c). Any options or restricted stock held by Executive on the date of termination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall not receive any accelerated or additional vesting of such stock or options on or after such date. (b) In the event Executive's employment is terminated by the death of Executive, then the Company shall pay Executive's estate, as soon as practicable, estate a cash lump sum of the sum of (i) a cash payment equal to one times Executive's the remaining payments of Base Salary described in Section 5(a), ) that would have been payable to Executive through the date of death and (ii) a pro-rata portion of the Unpaid Salary, and (iii) Target Bonus for the Unpaid Prior Year's Bonusyear in which her death occurs plus the Target Bonus for the preceding year if her death occurs after year-end but before such bonuses are paid. Any options or restricted stock held by Executive on the date of termination shall vest only through the date of Executive's death termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall not receive any accelerated or additional vesting of such stock or options on or after such date. (c) In the event that Executive is terminated by the Company without Just Cause, or that Executive's employment is terminated by the Executive for Good Reason, Cause (and other than in expiration of the Term, death, disability or a Control Termination, and other than pursuant to Section 7) or by Executive With Reason, then the Company shall pay ExecutiveExecutive (i) on a basis consistent with the timing of the Company's normal payroll processing, within 10 business days after the remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive through the date of her termination (i) the Unpaid Salaryof employment, (ii) the sum of the Unpaid Prior Year's Bonus plus the her Base Salary and Target Bonus (prorated in the form of salary continuation on a pro-rata basis with or without medical and dental benefits, at the Executive's election and cost) for the partial year 12-month period ending on the date following her termination of termination)employment, and (iii) a cash payment lump sum equal to two times his annual Base Salary as provided a pro-rata portion of the Target Bonus for the year in Section 5(a) hereof, reduced, if such which the date of termination occurs prior to the first anniversary of the Effective Date, by one-half of the bonus described in Section 5(c), and (iv) a cash payment equal to two times plus the Target Bonus payable pursuant to Section 5(b)for the preceding year if termination occurs after year-end but before such bonuses are paid. Any options or restricted stock held by Executive on the date of termination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, except that and Executive shall not receive any accelerated or additional vesting credit (but not above 100%) as if he had remained employed by the Company until the next succeeding anniversary of the Grant Date of the such stock or options and restricted stock described in Section 5(d)(i), and that, solely for this purpose, the restricted stock shall be deemed to vest on the same dates as are applicable to the options described in Section 5(d)(i). Thus, for example, if Executive were terminated by the Company without Just Cause or after the first anniversary of the Grant Date, but before the second anniversary thereof, both his options and his restricted stock described in Section 5(d)(i) would be considered 50% vested for this purposesuch date. (d) In the event that Executive's employment terminates Executive is terminated by the Company (or its successor) in a Control Termination as so defined defined, then the Company shall pay ExecutiveExecutive (i) on a basis consistent with the timing of the Company's normal payroll processing, within five business days after the remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive through the date of termination, (i) the Unpaid Salaryher termination of employment, (ii) one and one-half times the sum of the Unpaid Prior Year's Bonus her Base Salary and the Target Bonus (prorated in the form of salary continuation on a pro-rata basis with or without medical and dental benefits at the cost charged to active employees) for the partial year 12-month period ending on the date of his following her termination of employment), employment and (iii) a cash payment lump sum equal to three times his annual Base Salary as provided in Section 5(a) hereof, and (iv) a cash payment equal to three times pro-rata portion of the Target Bonus payable pursuant to Section 5(b)for the year in which the date of termination occurs plus the Target Bonus for the preceding year if termination occurs after year-end but before such bonuses are paid. In additionTo the extent that Executive is terminated in a Control Termination that occurs in anticipation of a Change in Control, any options or restricted stock described in Section 5(d)(i) held by Executive shall fully vest vest, retroactive to the date of termination, upon the occurrence of the Change in Control or, if later, the date of the Control Termination. With respect to grants of options or other equity-based awards other than those described in Section 5(d)(i), the Committee shall determine whether and to what degree such grants shall become vested in the event of a Control TerminationControl. (e) Notwithstanding anything herein to the contrary, in the event that Executive's employment terminates, the Company shall pay to Executive, in accordance with its standard payroll practice, Executive's accrued but unused vacation. (f) Notwithstanding anything to the contrary, payment of severance under this Agreement is conditioned upon the execution by Executive of a separation and release agreement in a form acceptable to the Company and the observation of such waiting or revocation periods, if any, before and after execution of the agreement by Executive as are required by law, such as, for example, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive such agreement within seven days of the date of her termination.

Payments Following Termination. (a) In the event that Executive's employment is terminated by the Company for Just Cause (as so defineddefined herein), upon expiration of the Term of this Agreement or if Executive resigns (other than where such resignation is for Good Reason)voluntarily resigns, then the Company immediately shall pay Executive a cash payment equal to the remaining payments of his annual Base Salary as provided in Section 5(a) hereof that would have been payable to the extent earned but unpaid as of the date of termination (the "Unpaid Salary"). No bonus will be earned or paid after Executive through the date of termination, and if such date of termination occurs prior to the first anniversary of the Effective Date, Executive shall return to the Company the bonus described in Section 5(c). Any options or restricted stock held by Executive on the date of termination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall not receive any accelerated or additional vesting of such stock or options on or after such date. (b) In the event Executive's employment is terminated by the death of Executive, then the Company shall pay Executive's estate, as soon as practicable, estate a cash lump sum of the sum of (i) a cash payment equal to one times Executive's the remaining payments of Base Salary described in Section 5(a), ) that would have been payable to Executive through the date of death and (ii) a pro-rata portion of the Unpaid Salary, and (iii) Target Bonus for the Unpaid Prior Year's Bonusyear in which his death occurs plus the Target Bonus for the preceding year if his death occurs after year-end but before such bonuses are paid. Any options or restricted stock held by Executive on the date of termination shall vest only through the date of Executive's death termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall not receive any accelerated or additional vesting of such stock or options on or after such date. (c) In the event that Executive is terminated by the Company without Just Cause, or that Executive's employment is terminated by the Executive for Good Reason, Cause (and other than in upon death, expiration of the Term, disability or a Control Termination, and other than pursuant to Section 7) or by Executive With Reason, then the Company shall pay ExecutiveExecutive (i) on a basis consistent with the timing of the Company's normal payroll processing, within 10 business days after the remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive through the date of his termination (i) the Unpaid Salaryof employment, (ii) the sum of the Unpaid Prior Year's Bonus plus the his Base Salary and Target Bonus (prorated in the form of salary continuation on a pro-rata basis with or without medical and dental benefits, at the Executive's election and cost) for the partial year 12-month period ending on the date following his termination of termination), employment and (iii) a cash payment lump sum equal to two times his annual Base Salary as provided a pro-rata portion of the Target Bonus for the year in Section 5(a) hereof, reduced, if such which the date of termination occurs prior to the first anniversary of the Effective Date, by one-half of the bonus described in Section 5(c), and (iv) a cash payment equal to two times plus the Target Bonus payable pursuant to Section 5(b)for the preceding year if termination occurs after year-end but before such bonuses are paid. Any options or restricted stock held by Executive on the date of termination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, except that and Executive shall not receive any accelerated or additional vesting credit (but not above 100%) as if he had remained employed by the Company until the next succeeding anniversary of the Grant Date of the such stock or options and restricted stock described in Section 5(d)(i), and that, solely for this purpose, the restricted stock shall be deemed to vest on the same dates as are applicable to the options described in Section 5(d)(i). Thus, for example, if Executive were terminated by the Company without Just Cause or after the first anniversary of the Grant Date, but before the second anniversary thereof, both his options and his restricted stock described in Section 5(d)(i) would be considered 50% vested for this purposesuch date. (d) In the event that Executive's employment terminates Executive is terminated by the Company (or its successor) in a Control Termination as so defined defined, then the Company shall pay Executive, within five business days after the date of termination, Executive (i) on a basis consistent with the Unpaid Salary, (ii) the sum timing of the Unpaid Prior YearCompany's Bonus and normal payroll processing, the Target Bonus (prorated for the partial year period ending on remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive through the date of his termination of employment), (ii) one and one- half time his Base Salary and one and one-half times his Target Bonus (in the form of salary continuation on a pro-rata basis with or without medical and dental benefits at the cost charged to active employees) for the 12-month period following his termination of employment and (iii) a cash payment lump sum equal to three times his annual Base Salary as provided in Section 5(a) hereof, and (iv) a cash payment equal to three times pro-rata portion of the Target Bonus payable pursuant to Section 5(b)for the year in which the date of termination occurs plus the Target Bonus for the preceding year if termination occurs after year-end but before such bonuses are paid. In additionTo the extent that Executive is terminated in a Control Termination that occurs in anticipation of a Change in Control, any options or restricted stock described in Section 5(d)(i) held by Executive shall fully vest vest, retroactive to the date of termination, upon the occurrence of the Change in Control or, if later, the date of the Control Termination. With respect to grants of options or other equity-based awards other than those described in Section 5(d)(i), the Committee shall determine whether and to what degree such grants shall become vested in the event of a Control TerminationControl. (e) Notwithstanding anything herein to the contrary, in the event that Executive's employment terminates, the Company shall pay to Executive, in accordance with its standard payroll practice, Executive's accrued but unused vacation. (f) Notwithstanding anything to the contrary, payment of severance under this Agreement is conditioned upon the execution by Executive of a separation and release agreement in a form acceptable to the Company and the observation of such waiting or revocation periods, if any, before and after execution of the agreement by Executive as are required by law, such as, for example, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive such agreement within seven days of the date of his termination.

Payments Following Termination. (a) In the event that Executive's employment is terminated by the Company for any reason other than Just Cause (including, without limitation, a termination under Section 7 hereof), Executive will be entitled to receive the severance pay and benefits available under the applicable severance policy for officers of Executive's ranking as and to the extent approved by the Board and in effect on the date of termination. (b) In the event Executive's employment is terminated by the Company for Just Cause as so defined, or if Executive resigns (other than where such resignation is for Good Reason)voluntarily resigns, then the Company immediately shall pay Executive a cash payment equal to of his annual Base Salary as provided in Section 5(a) hereof to the extent that was earned but unpaid as of the date of termination (the "Unpaid Salary")termination. No bonus will be earned or paid unvested portion of the Supplemental Retirement Benefit shall vest after the date of termination, and if such no unpaid portion of the Future Success Bonus will be paid on or after the date of termination occurs prior to the first anniversary of the Effective Date, Executive shall return to the Company the bonus described in Section 5(c)termination. Any options or restricted stock held by Executive on the date of termination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall not receive any accelerated or additional vesting of such stock or options on or after such date. (bc) In the event Executive's employment is terminated by the death of Executive, then the Company shall pay Executive's estate, as soon as practicable, estate (i) the severance amounts described in Section 11(a) above, if any, (ii) a cash payment equal to one times Executive's lump sum of the remaining payments of Base Salary described in Section 5(a), (ii) that would have been payable to Executive through the Unpaid Salarydate of death, and (iii) the Unpaid Prior Yearbonus payable pursuant to Section 5(c) (to the extent not already paid). In addition, Executive's BonusSupplemental Retirement Benefit and Future Success Bonus shall fully vest on the date of termination. Any options or restricted stock held by Executive on the date of termination shall vest only through the date of Executive's death termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall not receive any accelerated or additional vesting of such stock or options on or after such date. (cd) In the event that Executive is terminated by the Company without Just Cause, or that Executive's employment is terminated by the Executive for Good Reason, other than in a Control Termination, and other than pursuant to Section 7, then the Company shall pay ExecutiveExecutive (i) on a basis consistent with the timing of the Company's normal payroll processing, within 10 business days after the remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive through the date of his termination (i) the Unpaid Salaryof employment, (ii) the sum of bonus payable pursuant to Section 5(c) (to the Unpaid Prior Yearextent not already paid), and (iii) the severance amounts described in Section 11(a) above, if any. In addition, Executive's Supplemental Retirement Benefit and Future Success Bonus plus the Target Bonus (prorated for the partial year period ending will fully vest on the date of termination), (iii) a cash payment equal to two times his annual Base Salary as provided in Section 5(a) hereof, reduced, if such date of termination occurs prior to the first anniversary of the Effective Date, by one-half of the bonus described in Section 5(c), and (iv) a cash payment equal to two times the Target Bonus payable pursuant to Section 5(b). Any options or restricted stock held by Executive on the date of termination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, except that and Executive shall not receive any accelerated or additional vesting credit (but not above 100%) as if he had remained employed by the Company until the next succeeding anniversary of the Grant Date of the such stock or options and restricted stock described in Section 5(d)(i), and that, solely for this purpose, the restricted stock shall be deemed to vest on the same dates as are applicable to the options described in Section 5(d)(i). Thus, for example, if Executive were terminated by the Company without Just Cause or after the first anniversary of the Grant Date, but before the second anniversary thereof, both his options and his restricted stock described in Section 5(d)(i) would be considered 50% vested for this purposesuch date. (de) In the event that Executive's employment terminates Executive is terminated by the Company (or its successor) in a Control Termination as so defined defined, then the Company shall pay ExecutiveExecutive (i) any amounts payable under the Company's severance policy pursuant to 11(a) above as in effect prior to the Change in Control, within five business days after (ii) a lump sum of the remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive through the date of termination, and (iiii) the Unpaid Salarybonus payable pursuant to Section 5(c) (to the extent not already paid). In addition, (ii) the sum of the Unpaid Prior YearExecutive's Supplemental Retirement Benefit and Future Success Bonus and the Target Bonus (prorated for the partial year period ending will fully vest on the date of his termination termination. To the extent that Executive is terminated in a Control Termination that occurs in anticipation of employment), (iii) a cash payment equal to three times his annual Base Salary as provided Change in Section 5(a) hereof, and (iv) a cash payment equal to three times the Target Bonus payable pursuant to Section 5(b). In additionControl, any options or restricted stock described in Section 5(d)(i) held by Executive shall fully vest vest, retroactive to the date of termination, upon the occurrence of the Change in Control or, if later, the date of the Control Termination. With respect to grants of options or other equity-based awards other than those described in Section 5(d)(i), the Committee shall determine whether and to what degree such grants shall become vested in the event of a Control TerminationControl. (ef) Notwithstanding anything herein to the contrary, in the event that Executive's employment terminates, the Company shall pay to Executive, in accordance with its standard payroll practice, Executive's accrued but unused vacation.

Payments Following Termination. (a) In the event Executive's employment is terminated by the Company for Just Cause as so defined, or if Executive resigns (other than where such resignation is for Good Reason)voluntarily resigns, then the Company immediately shall pay Executive a cash payment equal to of his annual Base Salary as provided in Section 5(a) hereof to the extent that was earned but unpaid as of the date of termination (the "Unpaid Salary"). No bonus will be earned or paid after the date of termination, and if such date of termination occurs prior to the first anniversary of the Effective Date, Executive shall return to the Company the bonus described in Section 5(c). Any options or restricted stock held by Executive on the date of termination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall not receive any accelerated or additional vesting of such stock or options on or after such date. (b) In the event Executive's employment is terminated by the death of Executive, then the Company shall pay Executive's estate, as soon as practicable, estate a cash lump sum equal to the sum of (i) a cash payment equal to one times Executive's the remaining payments of Base Salary described in Section 5(a), ) that would have been payable to Executive through the date of death plus (ii) a pro-rata portion of the Unpaid Salary, and (iii) Target Bonus for the Unpaid Prior Year's Bonusyear in which his death occurs plus the Target Bonus for the preceding year if his death occurs after year-end but before such bonuses are paid. Any options or restricted stock held by Executive on the date of termination shall vest only through the date of Executive's death termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall not receive any accelerated or additional vesting of such stock or options on or after such date. (c) In the event that Executive is terminated by the Company without Just Cause, or that Executive's employment is terminated by the Executive for Good Reason, other than in a Control Termination, and other than pursuant to Section 7, then the Company shall pay ExecutiveExecutive (i) on a basis consistent with the timing of the Company's normal payroll processing, within 10 business days after the remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive through the date of his termination (i) the Unpaid Salaryof employment, (ii) the sum of the Unpaid Prior Year's Bonus plus the his Base Salary and Target Bonus (prorated in the form of salary continuation on a pro-rata basis with or without medical and dental benefits, at the Executive's election and cost) for the partial year 12-month period ending on the date following his termination of termination), employment and (iii) a cash payment lump sum equal to two times his annual Base Salary as provided a pro-rata portion of the Target Bonus for the year in Section 5(a) hereof, reduced, if such which the date of termination occurs prior to the first anniversary of the Effective Date, by one-half of the bonus described in Section 5(c), and (iv) a cash payment equal to two times plus the Target Bonus payable for the preceding year if termination occurs after year-end but before such bonuses are paid. Salary continuation pursuant to Section 5(b)the preceding sentence will cease if Executive obtains other employment (including self-employment) during such 12-month period. Any options or restricted stock held by Executive on the date of termination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, except that and Executive shall not receive any accelerated or additional vesting credit (but not above 100%) as if he had remained employed by the Company until the next succeeding anniversary of the Grant Date of the such stock or options and restricted stock described in Section 5(d)(i), and that, solely for this purpose, the restricted stock shall be deemed to vest on the same dates as are applicable to the options described in Section 5(d)(i). Thus, for example, if Executive were terminated by the Company without Just Cause or after the first anniversary of the Grant Date, but before the second anniversary thereof, both his options and his restricted stock described in Section 5(d)(i) would be considered 50% vested for this purposesuch date. (d) In the event that Executive's employment terminates Executive is terminated by the Company (or its successor) in a Control Termination as so defined defined, then the Company shall pay Executive, within five business days after the date of termination, Executive (i) on a basis consistent with the Unpaid Salary, (ii) the sum timing of the Unpaid Prior YearCompany's Bonus and normal payroll processing, the Target Bonus (prorated for the partial year period ending on remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive through the date of his termination of employment), (ii) his Base Salary and Target Bonus (in the form of salary continuation on a pro-rata basis with or without medical and dental benefits, at the Executive's election and cost) for the 12-month period following his termination of employment and (iii) a cash payment lump sum equal to three times his annual Base Salary as provided a pro-rata portion of the Target bonus for the year in Section 5(a) hereof, and (iv) a cash payment equal to three times which the date of termination occurs plus the Target Bonus payable for the preceding year if termination occurs after year-end but before such bonuses are paid. Salary continuation pursuant to Section 5(b)the preceding sentence will cease if Executive obtains other employment (including self-employment) during such 12-month period. In additionTo the extent that Executive is terminated in a Control Termination that occurs in anticipation of a Change in Control, any options or restricted stock described in Section 5(d)(i) held by Executive shall fully vest vest, retroactive to the date of termination, upon the occurrence of the Change in Control or, if later, the date of the Control Termination. With respect to grants of options or other equity-based awards other than those described in Section 5(d)(i), the Committee shall determine whether and to what degree such grants shall become vested in the event of a Control TerminationControl. (e) Notwithstanding anything herein to the contrary, in the event that Executive's employment terminates, the Company shall pay to Executive, in accordance with its standard payroll practice, Executive's accrued but unused vacation. (f) Notwithstanding anything to the contrary, payment of severance under this Agreement is conditioned upon the execution by Executive of a separation and release agreement in a form acceptable to the Company and the observation of such waiting or revocation periods, if any, before and after execution of agreement by Executive as are required by law, such as, for example, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive such agreement with seven days of the date of his termination.