Common use of Payments Upon Certain Terminations Clause in Contracts

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his employment by the Company Without Cause or Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive, within thirty (30) days of the Date of Separation from Service, his (x) Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 8(a) and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of Executive’s Separation from Service as described in this Section 9(f)(i), provided that Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A) payments of an amount equal to the sum of (x) Executive’s Base Salary and (y) the annual amount of the Benefits Allowance described in Section 7(b), which amount shall be payable in equal installments, in accordance with the Company’s regular payroll policies, during the period beginning on the first business day immediately following the six (6) month anniversary of the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus that would have been payable to Executive for such fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Separation from Service and the denominator of which is equal to 365, such amount to be payable to Executive on the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned; (C) subject to Section 20(k)(iii) herein, continued coverage during the period commencing on the Date of Separation from Service and ending on the one year anniversary of the Date of Separation from Service (the “Severance Period”) under the Company’s medical, dental and life insurance plans referred to in Section 7(a) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occurs. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of Executive’s Separation from Service due to a termination of his employment (x) upon his death or (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Separation from Service. In addition, if Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. (iii) Except as specifically set forth in this Section 9(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his Executive’s employment by the Company Without Cause or by Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive’s estate), within thirty (30) days of the Date of Separation from ServiceTermination, his (x) his Base Salary through the Date of Separation from ServiceTermination, to the extent not previously paid, ; (y) the pro-rata amount of the Annual Bonus (based on the amount paid for the previous year) which is accrued through the date of termination; and (z) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service Termination that are subject to reimbursement pursuant to Section 8(a) the terms hereof, and (z) payment for vacation paid time off accrued as of the Date of Separation from Service Termination but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of any such termination of Executive’s Separation from Service as described in this Section 9(f)(i)employment, provided that if Executive executes and delivers to the Company, within the applicable period Company a Release and Discharge of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release All Claims substantially in the form approved by attached hereto (“Release”) within 30 days after the CompanyDate of Termination (after giving effect to any time given to Executive to withdraw such Release under applicable State or Federal laws), Executive shall be entitled to the following payments and benefits:benefits (provided, however, in the event of Executive’s death following the Date of Termination but prior to delivery of the executed Release, the following payments shall be paid to Executive’s estate, notwithstanding that the Release has not been executed): (A) payments of an amount equal to the sum of (x) Executive’s Base Salary and (at the Base Salary being paid on the Date of Termination), for the longer of: (x) the remaining Employment Period (assuming Executive’s employment had not terminated) or (y) six (6) months (the annual amount of the Benefits Allowance described in Section 7(b“Severance Period”), which amount shall be payable in equal installments, installments in accordance with the Company’s regular payroll policiespolicies for six months after the Date of Termination, during with the period beginning first installment being paid on the first business day immediately Company’s regular pay date following the six day which is 30 days after the Date of Termination (6the “Payment Commencement Date”) month (with the first installment being the sum of the Base Salary installments from the Date of Termination through the Payment Commencement Date and with subsequent installments being based on the Base Salary), and with the balance, if any, being paid pursuant to a lump sum payment on the one year anniversary date of the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service;Termination; and (B) a portion of the Executive’s Annual Bonus (at the amount of the Annual Bonus paid to the Executive for the fiscal year of the Company during which Executive was employed that includes prior to the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”Termination) of (1) the Annual Bonus that which would have been payable paid to the Executive for such fiscal year had Executive remained employed Executive’s employment continued for the entire fiscal Severance Period, duly apportioned for any partial year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Separation from Service and the denominator of which is equal to 365, such amount to be payable to Executive on the one year anniversary date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned;Date of Termination; and (C) subject to Section 20(k)(iii) herein, continued coverage during the period commencing on Executive shall automatically vest in all employee welfare and benefit plans in which the Date of Separation from Service and ending on the one year anniversary Executive was participating as of the Date of Separation from Service (the “Severance Period”) under the Company’s medical, dental Termination and life insurance plans referred to in Section 7(a) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to benefits shall be paid by active senior executives of the Company under to Executive in accordance with the terms of such plans plans, including, without limitation, Options issued to Executive which shall immediately vest and shall be issued to Executive as in effect from time to timeif Executive completed his employment on the third anniversary of this Agreement; and (D) at Notwithstanding anything to the discretion of contrary contained herein, to the Company, extent the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement aggregate amount to be paid by to the Company for such services will be made by Executive pursuant to Subsections (A) and (B) of this Section 5(f)(i) during the end of the year six (6) months following the year in which the Date of Separation from Service occursTermination exceeds two (2) times the maximum amount that may be taken into account under a qualified retirement plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (“Code”), for the calendar year of such Date of Termination (the “401(a)(17) Limit”), then payment of such amount that is in excess of two (2) times the 401(a)(17) Limit shall not be paid during the sixth (6) months following the Date of Termination but instead shall be paid in a lump sum payment on the next day after the date which is six (6) months following the Date of Termination. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i5(f)(i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) hereunder be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period remainder of the fiscal year of the Company that includes the Date of Termination by a subsequent employer or other Person (as defined below in Section 20(l13(k) below) for which Executive performs services, including including, but not limited to to, consulting services. The foregoing notwithstanding, should shall not relieve Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coveragenon-competition prohibitions provided in Section 7 below. (ii) In the event of If Executive’s Separation from Service due to a termination of his employment (x) shall terminate upon his death or (y) by the Company for Cause or as a result of due to Executive’s Disability or (z) by Executive without Good ReasonDisability, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Separation from ServiceTermination. In addition, if If the Company shall terminate Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Executive’s Disability during the Employment Periodfor Cause, the Company shall pay to Executive the termination benefits, as provided in clauses (or, in the event x) and (z) of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earnedSection 5(f)(i). (iii) Except as specifically set forth in this Section 9(f5(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates. (iv) The Company shall have the right to apply and set off against the Accrued Obligations or any other amounts owing to Executive hereunder, any amounts owing by the Executive to the Company, whether pursuant to this Agreement or otherwise. Notwithstanding the foregoing, such set off shall not accelerate the time or schedule of a payment of Deferred Compensation except as permitted under Treasury Regulation Section 1.409A-3(j)(4)(xiii).

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his Executive's employment by the Company Employer Without Cause or Executive’s resignation from a termination by Executive of his employment for Good Reason during the Employment Period, the Company Employer shall pay to Executive, within thirty (30) days of the Date of Separation from Service, Executive his (x) full Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 8(a) Termination and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of Executive’s Separation from Service as described in this Section 9(f)(i), provided that Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A) payments of an amount equal to the sum of (x) Executive’s Base Salary and (y) the annual pro rata amount of annual incentive compensation for the Benefits Allowance described in Section 7(b), which amount shall be payable in equal installments, in accordance with portion of the Company’s regular payroll policies, during the period beginning on the first business day immediately following the six (6) month anniversary of fiscal year preceding the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus Termination that would have been payable to Executive for such fiscal year pursuant to Section 4(a) if he had Executive remained employed for the entire fiscal year, determined based on the extent to which basis of the Company actually achieves the actual performance goals for such year established pursuant to Section 5, multiplied achieved by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede Employer through the Date of Separation from Service Termination and the denominator of which is equal to 365, such amount to be payable to Executive on the date (the “Bonus Payment Date”) annual bonuses performance objectives established for such fiscal year are actually paid by year, pro rated to reflect the Company to its active executives, but in no event later than two and a half (21/2) months following calculation of such annual incentive compensation for the end portion of the applicable fiscal year preceding the Date of Termination. In addition, in the event of any such termination, Employer shall pay or, in the case of the Continued Benefits (as defined below), provide to Executive (or, following his death, to Executive's designated beneficiary or beneficiaries), as liquidated damages, (A) his Average Base Salary (as defined below), which shall be payable in installments on Employer's regular payroll dates, for the period beginning on the Date of Termination (as defined below) and ending on the second anniversary of the Date of Termination (such period, the "Severance Period") and (B) on the last day of each calendar month included in the Severance Period, an amount equal to one-twelfth of the Average Annual Bonus was earned;(as defined below); and (C) subject to Section 20(k)(iii) herein, continued coverage for Executive and his eligible dependents under Employer's medical insurance plans referred to in Section 5 (the "Continued Benefits") during the period commencing on the Termination Date of Separation from Service and ending on the one year anniversary earlier of (i) Executive's 65th birthday and (ii) the Date date of Separation from Service (the “Severance Period”) under the Company’s medical, dental and life insurance plans referred to in Section 7(a) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from Service- -- Executive's death, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company Employer under the terms of such plans as in effect from time to time; and provided that Employer may, at any time, pay to Executive, in a single lump sum -------- and in satisfaction of Employer's obligations under clauses (DA) at and (B) of this Section 7(f)(i), an amount equal to the discretion of the Company, the services of an outplacement agency as selected by and for such period of time present value (as determined by Employer using a discount rate equal to the Chief Human Resources Officer then prevailing applicable federal short-term rate under section 1274(d) of the Company; provided that in no event will Internal Revenue Code of 1986, as amended) of the duration sum of such outplacement services exceed the Severance Period installments of the Average Base Salary and that any reimbursement Average Annual Bonus then remaining to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occursto Executive pursuant to clauses (A) and (B) above. Executive shall not have a duty to mitigate the costs to the Company Employer under this Section 9(f)(i7(f)(i), nor shall any except that (i) payments from the Company to Executive of pursuant to this Section 9(f) Base Salary and Average - Annual Bonus will be reduced, offset or canceled but not below zero, by the amount of any compensation or fees earned by Executive (whether paid currently or not paid currentlydeferred) or offered to Executive during any portion of the Severance Period by a from any subsequent employer or other Person (as defined in Section 20(l17(k) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should and (ii) Continued Benefits shall be -- reduced or canceled if comparable medical benefit coverage is provided or offered to Executive receive or be offered health or medical benefits coverage during the Severance Period by a any subsequent employer or other Person for whom which Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offerincluding but not limited to consulting services, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of Executive’s Separation from Service due to a termination of his employment (x) upon his death or (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, in at any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following time after the Date of Separation from Service. In addition, if Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earnedTermination. (iii) Except as specifically set forth in this Section 9(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his employment by the Company Without Cause or Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive, within thirty (30) days of the Date of Separation from Service, his (x) Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 8(a7(a) and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of Executive’s Separation from Service as described in this Section 9(f)(i8(f)(i), provided that Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A) payments (1) during the period commencing on the first business day following the Date of an amount equal to Separation from Service and ending on the sum of six (x6) Executive’s Base Salary and (y) the annual amount month anniversary of the Benefits Allowance described Date of Separation from Service, Executive shall receive, in Section 7(b), which amount shall be payable in substantially equal installments, in accordance with the Company’s regular payroll policies, during an amount equal to the period beginning on lesser of (x) the first business day immediately following the six Safe Harbor Amount (6as defined below) month anniversary and (y) one-fourth (1/4th) of the Date of Separation from Service and ending on the one Severance (1as defined below) year anniversary of the Date of Separation from Service; (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such productlesser amount, the “Pro-Rata BonusInitial Severance Payment”) of (1) the Annual Bonus ); provided, that would have been payable to Executive for such fiscal year had Executive remained employed for the entire fiscal year, determined based payments shall commence on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Separation from Service and the denominator of which is equal to 365, such amount to be payable to Executive on the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months 60th day following the end of the applicable fiscal year in which such Annual Bonus was earned; (C) subject to Section 20(k)(iii) herein, continued coverage during the period commencing on the Date of Separation from Service and ending on the one year anniversary of the Date of Separation from Service (the “Severance PeriodCommencement Date”) under ), provided, further, that the Company’s medical, dental and life insurance plans referred to in Section 7(a) for Executive and his eligible dependents participating in such plans immediately prior to first installment payment shall equal the Date of Separation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives sum of the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided installments that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be would have been made by the end of the year following the year in which between the Date of Separation from Service occurs. Executive shall not have a duty to mitigate and the costs to the Company under this Section 9(f)(i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of Executive’s Separation from Service due to a termination of his employment (x) upon his death or (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Separation from Service. In addition, if Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. (iii) Except as specifically set forth in this Section 9(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.Commencement Date; and

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his Executive's employment by the Company Employer Without Cause or Executive’s resignation from a termination by Executive of his employment for Good Reason during the Employment Period, the Company Employer shall pay to Executive, within thirty (30) days of the Date of Separation from Service, Executive his (x) full Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 8(a) Termination and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of Executive’s Separation from Service as described in this Section 9(f)(i), provided that Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A) payments of an amount equal to the sum of (x) Executive’s Base Salary and (y) the annual pro rata amount of annual incentive compensation for the Benefits Allowance described in Section 7(b), which amount shall be payable in equal installments, in accordance with portion of the Company’s regular payroll policies, during the period beginning on the first business day immediately following the six (6) month anniversary of fiscal year preceding the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus Termination that would have been payable to Executive for such fiscal year pursuant to Section 4(a) if he had Executive remained employed for the entire fiscal year, determined based on the extent to which basis of the Company actually achieves the actual performance goals for such year established pursuant to Section 5, multiplied achieved by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede Employer through the Date of Separation from Service Termination and the denominator of which is equal to 365, such amount to be payable to Executive on the date (the “Bonus Payment Date”) annual bonuses performance objectives established for such fiscal year are actually paid by year, pro rated to reflect the Company to its active executives, but in no event later than two and a half (21/2) months following calculation of such annual incentive compensation for the end portion of the applicable fiscal year preceding the Date of Termination. In addition, in the event of any such termination, Employer shall pay or, in the case of the Continued Benefits (as defined below), provide to Executive (or, following his death, to Executive's designated beneficiary or beneficiaries), as liquidated damages, (A) his Average Base Salary (as defined below), which shall be payable in installments on Employer's regular payroll dates, for the period beginning on the Date of Termination (as defined below) and ending on the second anniversary of the Date of Termination (such period, the "Severance Period") and (B) on the last day of each calendar month included in the Severance Period, an amount equal to one-twelfth of the Average Annual Bonus was earned;(as defined below); and (C) subject to Section 20(k)(iii) herein, continued coverage for Executive and his eligible dependents under Employer's medical insurance plans referred to in Section 5 (the "Continued Benefits") during the period commencing on the Termination Date of Separation from Service and ending on the one year anniversary earlier of (i) Executive's 65th birthday and (ii) the Date - -- date of Separation from Service (the “Severance Period”) under the Company’s medical, dental and life insurance plans referred to in Section 7(a) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from ServiceExecutive's death, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company Employer under the terms of such plans as in effect from time to time; and provided that Employer may, at any time, pay to Executive, in a single lump sum -------- and in satisfaction of Employer's obligations under clauses (DA) at and (B) of this Section 7(f)(i), an amount equal to the discretion of the Company, the services of an outplacement agency as selected by and for such period of time present value (as determined by Employer using a discount rate equal to the Chief Human Resources Officer then prevailing applicable federal short-term rate under section 1274(d) of the Company; provided that in no event will Internal Revenue Code of 1986, as amended) of the duration sum of such outplacement services exceed the Severance Period installments of the Average Base Salary and that any reimbursement Average Annual Bonus then remaining to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occursto Executive pursuant to clauses (A) and (B) above. Executive shall not have a duty to mitigate the costs to the Company Employer under this Section 9(f)(i7(f)(i), nor shall any except that (i) payments from the Company to Executive of pursuant to this Section 9(f) Base Salary and Average - Annual Bonus will be reduced, offset or canceled but not below zero, by the amount of any compensation or fees earned by Executive (whether paid currently or not paid currentlydeferred) or offered to Executive during any portion of the Severance Period by a from any subsequent employer or other Person (as defined in Section 20(l17(k) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should and (ii) Continued Benefits shall be -- reduced or canceled if comparable medical benefit coverage is provided or offered to Executive receive or be offered health or medical benefits coverage during the Severance Period by a any subsequent employer or other Person for whom which Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offerincluding but not limited to consulting services, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of Executive’s Separation from Service due to a termination of his employment (x) upon his death or (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, in at any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following time after the Date of Separation from Service. In addition, if Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earnedTermination. (iii) Except as specifically set forth in this Section 9(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his her employment by the Company Without Cause or Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive, within thirty (30) days of the Date of Separation from Service, his her (x) Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 8(a) and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of Executive’s Separation from Service as described in this Section 9(f)(i), provided that Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A) payments of an amount equal to the sum of (x) Executive’s Base Salary and (y) the annual amount of the Benefits Allowance described in Section 7(b), which amount shall be payable in equal installments, installments in accordance with the Company’s regular payroll policies, during the period beginning on the first business day immediately following the six (6) month anniversary of the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus that would have been payable to Executive for such fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Separation from Service and the denominator of which is equal to 365, such amount to be payable to Executive on the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned; (C) subject to Section 20(k)(iii) herein, continued coverage during the period commencing on the Date of Separation from Service and ending on the one year anniversary of the Date of Separation from Service (the “Severance Period”) under the Company’s medical, dental and life insurance plans referred to in Section 7(a) for Executive and his her eligible dependents participating in such plans immediately prior to the Date of Separation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occurs. (E) Notwithstanding any other provision of this Section 9(f)(i), if a Change in Control (as defined below) occurs within twelve (12) months following the Commencement Date and, within twelve months (12) months following the date of such Change in Control, Executive experiences a Separation from Service with the Company due to the Company’s termination of her employment Without Cause or Executive’s resignation for Good Reason, then the amounts payable to Executive under Section 9(f)(i)(A) and Section 9(f)(i)(B) shall be multiplied by two (2), but otherwise payable in accordance with Section 9(f)(i)(A) and Section 9(f)(i)(B), respectively. For purposes of this Agreement, the term “Change in Control” shall have the meaning ascribed to such term in the Omnibus Plan or such other plan providing for equity-based incentive compensation maintained by the Company for employees at Executive’s grade level that the Company designates, in its sole discretion. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of Executive’s Separation from Service due to a termination of his her employment (x) upon his her death or (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his her estate) the Accrued Obligations within thirty (30) days following the Date of Separation from Service. In addition, if Executive’s employment shall terminate upon his her death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his her estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. (iii) Except as specifically set forth in this Section 9(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. (i) In Termination Prior to the Scheduled Expiration Date Due to the Executive’s Death or Disability, by the Company for Cause, or by the Executive Without Good Reason. Upon termination of the Employment Period prior to the Scheduled Expiration Date due to the Executive’s death or Disability, by the Company for Cause, or by Executive Without Good Reason, the Executive (or his estate as the case may be) shall be entitled to (1) payment of earned but unpaid base salary, if any, in accordance with Section 2(a) hereof and unreimbursed business expenses in accordance with Section 3(b) hereof; (2) any vested benefits as of the Date of Termination under any tax-qualified plan maintained, or contributed to, by the Capital One Group, the Executive Life Insurance Program (the “ELIP”) (or any successor death benefit program), the Excess Cash Balance Plan, the Excess Savings Plan, or any disability benefits program sponsored by the Capital One Group, in accordance with the terms and conditions of each such plan or program, and any benefit required by Section 4980B of the Code (“COBRA”); (3) the waiver by the Company of any obligation that the Executive might otherwise have pursuant to the terms and conditions of the EntrepreneurGrant V Agreement to reimburse the Company for any Foregone Compensation (as defined in the EntrepreneurGrant V Agreement); (4) other than in the event of Executive’s Separation from Service with the Company due to a termination of his employment the Employment Period by the Company for Cause in accordance herewith, (x) the benefit of the Company’s obligations with respect to certain gross-up payments set forth in Section 9 of the Amended and Restated Change of Control Employment Agreement dated as of January 25, 2000, by and between the Executive and the Company, which Section is made a part of this Agreement as though set forth herein (provided that the words “Anything in this Agreement to the contrary notwithstanding” shall be deleted from the beginning of Section 9(a) thereof) and (y) the Company’s payment, to the full extent permitted by law, of all legal fees and expenses which the Executive may reasonably incur solely as a result of any contest by the Executive about the amount of any payment pursuant to Section 4(g)(i)(4)(x) of this Agreement in which there is a reasonable basis for the claims or defenses asserted by the Executive and such claims and defenses are asserted by the Executive in good faith (regardless of the outcome thereof), plus interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; and (5) continued treatment of the EntrepreneurGrant I Options and the EntrepreneurGrant II Options in accordance with Section 2(d) and Section 2(f) hereof and the Continuing Options in accordance with Section 2(e) and Section 2(f) hereof; provided, however, that any termination of the Employment Period due to the Executive’s Disability shall be deemed to be a termination by reason of retirement on account of a Disability approved by the committee administering the Plan for purposes of determining the time period for exercising the EntrepreneurGrant I Options and the EntrepreneurGrant II Options. (ii) Termination of Employment Period on the Scheduled Expiration Date or Prior to the Scheduled Expiration Date by the Company Without Cause or Executive’s resignation from employment by the Executive for Good Reason during Reason. Upon termination of the Employment Period, Period on the Company shall pay to Executive, within thirty (30) days of the Scheduled Expiration Date of Separation from Service, his (x) Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive or prior to the Scheduled Expiration Date of Separation from Service that are subject to reimbursement pursuant to Section 8(aby the Company Without Cause or by the Executive for Good Reason: (1) and The Executive (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, or his estate in the event of Executive’s Separation from Service as described in this Section 9(f)(i), provided that Executive executes and delivers to his death after the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from ServiceTermination and prior to April 30, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive 2008) shall be entitled to the following severance payments and benefits: at an annualized rate of Seven hundred fifty thousand dollars (A) payments of an amount equal to the sum of (x) Executive’s Base Salary and (y) the annual amount of the Benefits Allowance described in Section 7(b$750,000), which amount shall be payable in equal installments, installments in accordance with the Company’s regular payroll policiespractices applicable to salaries of senior executives, during for the period beginning on the first business day immediately following later of (x) the six Date of Termination and (6y) month anniversary January 1, 2004 and ending on April 30, 2008. (2) In the event the Executive elects COBRA coverage in accordance with federal law, the Company will assume as of the Date of Separation from Service Termination the cost of the employer’s portion of the monthly premium and the 2% COBRA administrative fee (such amounts together, the “COBRA Subsidy”) for each of the eighteen (18) months the Executive and his eligible dependents are enrolled (the “COBRA Period”). The Executive will pay the remaining balance of the COBRA premium directly to the COBRA administrator. In the event the Executive elects COBRA coverage, the Company will continue the participation of the Executive and his eligible dependents in its group health plan, to the extent permitted by its terms, for the period commencing on the termination of the COBRA Period and ending on April 30, 2008, and will continue to pay an amount equal to the one COBRA Subsidy toward the cost of such continued coverage for each month the Executive and his eligible dependents are enrolled. In the event the Executive’s (1and that of his eligible dependents) year anniversary continued participation in the Company’s group health plan is not permitted by its terms following the termination of the COBRA Period, for each month during the period commencing on the termination of the COBRA Period and ending on April 30, 2008 in which the Executive and his eligible dependents are not enrolled in such group health plan, the Company will pay to the Executive an amount equal to the COBRA Subsidy to assist the Executive in purchasing private medical insurance. Should the Executive become covered under another party’s health insurance plan or should the Executive die between the Date of Separation from Service; (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from ServiceTermination and April 30, such portion to equal the product (such product2008, the “Pro-Rata Bonus”) of (1) the Annual Bonus that would have been payable to Executive for such fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Separation from Service and the denominator of which is equal to 365, such amount to be payable to Executive on the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid all payments by the Company under this Section 4(g)(ii)(2) shall immediately be terminated. The Executive agrees to its active executives, but in no event later than two and a half (21/2) months following notify the end Company of the applicable fiscal year in which such Annual Bonus was earned;date that he becomes covered under another party’s health insurance plan. (C3) subject to Section 20(k)(iii) herein, continued coverage during For the period commencing on the Date of Separation from Service Termination and ending on the one year anniversary earlier of (A) the Date of Separation from Service date the Executive becomes eligible to receive coverage under a group life insurance program not sponsored by the Company and (B) April 30, 2008, the Executive shall continue to be eligible to participate in the Capital One Executive Life Insurance Program (the “Severance PeriodELIP”) based upon a deemed annual base salary rate of $750,000. During such period, the Company will continue to pay the employer portion of the premiums associated with the life insurance coverage under the ELIP and the Executive will be responsible for the employee portion of the premiums. The Executive will have ninety (90) days from the date the Company’s medical, dental and contributions end to determine whether to continue independently the life insurance plans referred coverage amount or a lesser amount under the ELIP in accordance with the terms of the ELIP. For such ninety (90) day period, the Executive shall be solely responsible for any premiums or other costs associated with his participation in the ELIP. In the event the Company replaces the ELIP with another death benefit program, the Company will provide coverage to in Section 7(a) for the Executive and under such death benefit program comparable to his eligible dependents participating in such plans coverage under the ELIP immediately prior to its replacement through the Date earlier of Separation from Service, subject (x) the date the Executive becomes eligible to timely payment receive coverage under a group life insurance program not sponsored by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and and (Dy) at the discretion of the CompanyApril 30, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company2008; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occurs. Executive shall be responsible for the employee portion of any premiums or costs associated with such death benefit program in accordance with the terms and conditions thereof; provided further that if the Executive is not have a duty eligible to mitigate the costs to the Company under this Section 9(f)(i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined participate in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of Executive’s Separation from Service due to a termination of his employment (x) upon his death or (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, in any such case during the Employment Periodbenefit program, the Company shall pay otherwise arrange for comparable life insurance coverage and the Executive shall be responsible for any premiums or costs associated with such coverage comparable to Executive (orthe employee portion of premiums or costs under such death benefit program. In such case, in when the event of Executive’s deathcoverage ends pursuant hereto, the Company will provide the Executive with information regarding his choices for continuing coverage, if any, under such death benefit program. The Executive agrees to his estatenotify the Company immediately of the date that he becomes eligible to receive coverage under a group life insurance program not sponsored by the Company. (4) For the Accrued Obligations within thirty (30) days following period commencing on the Date of Separation from Service. In additionTermination and ending on April 30, if Executive’s employment 2008, the Executive shall terminate upon his death or continue to be terminated by entitled to an annual allowance under the Company as a result Executive Financial Service Program (“EFSP”) in an amount equal to the average annual cost of Executive’s Disability during services the Employment PeriodExecutive received under the EFSP for the 2000, 2001 and 2002 calendar years. (5) For the period commencing on the Date of Termination and ending on April 30, 2008, the Company shall will continue to pay to Executive (or, in the event of monthly monitoring fee for the Executive’s death, to his estate) the Pro-Rata Bonushome security system, if any, in one lump sum accordance with the Company’s applicable policy. (6) For the period commencing on the Bonus Payment Date of Termination and ending on April 30, 2008, the Company will continue to provide the Executive with a leased automobile (including payment of all reasonably related expenses and charges) in accordance with the Company’s applicable policy. (7) For the period commencing on the Date of Termination and ending on April 30, 2008, (A) in connection with the Executive’s home offices in the United States and the United Kingdom, the Company shall continue to provide reasonable maintenance and technical support of any existing office equipment and provide telephone and facsimile services, in all cases to the extent provided as of the Commencement Date, and (B) the Executive shall have access to the Company’s travel office for purposes of securing any then available discount for personal travel of the fiscal year Executive and his family. (8) For the period commencing on the Date of Termination and ending on the earlier of (A) the date the Executive becomes a full-time employee, consultant or independent contractor for an entity unrelated to the Capital One Group, (B) the retirement of such assistant from employment with the Capital One Group and (C) April 30, 2008, the Company shall provide the Executive with the full-time services of his current executive assistant (during which period such assistant shall continue to be an employee of the Company and remain on the payroll of the Company). (9) The Executive shall be entitled to (A) the waiver by the Company of any obligation that includes the Executive might otherwise have pursuant to the terms and conditions of the EntrepreneurGrant V Agreement to reimburse the Company for any Foregone Compensation (as defined in the EntrepreneurGrant V Agreement); (B) the benefit of the Company’s obligations with respect to certain gross-up payments set forth in Section 9 of the Amended and Restated Change of Control Employment Agreement dated as of January 25, 2000, by and between the Executive and the Company, which Section is made a part of this Agreement as though set forth herein (provided that the words “Anything in this Agreement to the contrary notwithstanding” shall be deleted from the beginning of Section 9(a) thereof); and (C) the Company’s payment, to the full extent permitted by law, of all legal fees and expenses which the Executive may reasonably incur solely as a result of any contest by the Executive about the amount of any payment pursuant to Section 4(g)(ii)(9)(B) of this Agreement in which there is a reasonable basis for the claims or defenses asserted by the Executive and such claims and defenses are asserted by the Executive in good faith (regardless of the outcome thereof), plus interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. (10) The EntrepreneurGrant I Options and EntrepreneurGrant II Options (to the extent still outstanding) shall remain exercisable until July 30, 2004, upon which date such EntrepreneurGrant I Options and EntrepreneurGrant II Options shall expire (and during such time shall be treated in accordance with Section 2(f) hereof) and the Continuing Options shall be treated in accordance with Section 2(e) and Section 2(f) hereof. (11) The Executive shall be entitled to (A) payment of earned but unpaid base salary, if any, in accordance with Section 2(a) hereof and unreimbursed business expenses in accordance with Section 3(b) hereof, and (B) any vested benefits as of the Date of Separation from ServiceTermination under any tax-qualified plan maintained, but or contributed to, by the Capital One Group, the Excess Cash Balance Plan, the Excess Savings Plan, or any disability benefits program sponsored by the Capital One Group, in no event later than two accordance with the terms and a half (21/2) months following the end conditions of the applicable fiscal year in which each such Annual Bonus was earnedplan or program, and any benefit required by COBRA. (iii) Notwithstanding anything in this Agreement to the contrary, upon termination of the Employment Period for any reason (including its scheduled expiration) other than death, as a condition to the receipt of the payments and benefits described in Section 4(g)(i)(3) (in the case of a termination of the Employment Period prior to the Scheduled Expiration Date by the Company for Cause), Sections 4(g)(i)(3) and 4(g)(i)(4) (inclusive) (in the case of a termination of the Employment Period prior to the Scheduled Expiration Date due to the Executive’s Disability or by Executive Without Good Reason), and Sections 4(g)(ii)(1) through (9) (inclusive) (in the case of a termination of the Employment Period on the Scheduled Expiration Date or prior to the Scheduled Expiration Date by the Company Without Cause or by the Executive for Good Reason), the Executive shall be required to execute a Release of Claims Agreement in the form of Exhibit A attached hereto and such agreement shall have become effective and irrevocable in accordance with its terms. (iv) Except as specifically set forth in this Section 9(f4(g), the Executive shall not be entitled to receive any payments or benefits under any Capital One Group plan, policy, program, practice, agreement or arrangement providing any bonus or incentive compensation or severance compensation or benefits (and the provisions of this Section 4(g) shall supersede the provisions of any such plan, policy, program or practice) and no termination other amounts or benefits shall be payable due the Executive hereunder, other than pursuant to or in respect of Executive’s employment with Section 18 hereof (to the Company or its Affiliatesextent applicable).

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his Executive’s employment by the Company Without Cause or by Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive, within thirty (30) days of the Date of Separation from ServiceTermination, his (x) Base Salary through the Date of Separation from ServiceTermination, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service Termination that are subject to reimbursement pursuant to Section 8(a7(a) and (z) payment for vacation time accrued as of the Date of Separation from Service Termination but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of any such termination of Executive’s Separation from Service as described in this Section 9(f)(i)employment, provided that if Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Company a Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A) continued payments of an amount equal to the sum of (x) Executive’s Base Salary and (y) the annual amount of the Benefits Allowance benefits allowance described in Section 7(b6(b), which amount shall be payable in equal installments, installments in accordance with the Company’s regular payroll policies, during for the period beginning on the first business day immediately following the six (6) month anniversary of the Date of Separation from Service Termination and ending on the one (1) year anniversary of the Date of Separation from ServiceTermination (the “Severance Period”); (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from ServiceTermination, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus that would have been payable to Executive for such fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Separation from Service Termination and the denominator of which is equal to 365, such amount to be payable to Executive on within five (5) business days following the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned; (C) subject to Section 20(k)(iii) herein, continued coverage during the period commencing on the Date of Separation from Service and ending on the one year anniversary of the Date of Separation from Service (the “Severance Period”) Period under the Company’s medical, dental and life insurance plans referred to in Section 7(a6(a) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from ServiceTermination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occurs. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i8(f)(i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) Base Salary or Pro-Rata Bonus be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l19(k) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of If Executive’s Separation from Service due to a termination of his employment (x) shall terminate upon his death or (y) by if the Company shall terminate Executive’s employment for Cause or as a result of due to Executive’s Disability or (z) by Executive shall resign from his employment without Good Reason, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Separation Termination, provided that in the event of Executive’s death, the said 30-day period for making such payment shall commence from Servicethe date of production to the Company of such evidence or information in respect of the Executive’s estate as the Company may require. In addition, if Executive’s employment shall terminate upon his death or be terminated by the Company as a result of due to Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum on within five (5) business days following the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earnedTermination. (iii) Except as specifically set forth in this Section 9(f8(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his her employment by the Company Without Cause or Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive, within thirty (30) days of the Date of Separation from Service, his her (x) Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 8(a) and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of Executive’s Separation from Service as described in this Section 9(f)(i), provided that Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A) payments of an amount equal to the sum of (x) Executive’s Base Salary and (y) the annual amount of the Benefits Allowance described in Section 7(b), which amount shall be payable in equal installments, in accordance with the Company’s regular payroll policies, during the period beginning on the first business day immediately following the six (6) month anniversary of the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus that would have been payable to Executive for such fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Separation from Service and the denominator of which is equal to 365, such amount to be payable to Executive on the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned; (C) subject to Section 20(k)(iii) herein, continued coverage during the period commencing on the Date of Separation from Service and ending on the one year anniversary of the Date of Separation from Service (the “Severance Period”) under the Company’s medical, dental and life insurance plans referred to in Section 7(a) for Executive and his her eligible dependents participating in such plans immediately prior to the Date of Separation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occurs. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of Executive’s Separation from Service due to a termination of his her employment (x) upon his her death or (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his her estate) the Accrued Obligations within thirty (30) days following the Date of Separation from Service. In addition, if Executive’s employment shall terminate upon his her death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his her estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. (iii) Except as specifically set forth in this Section 9(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a (I) termination of his Executive’s employment by the Company Without Cause (including as a result of the Company’s election not to renew the Employment Period as described in Section 3 herein) or (II) Executive’s resignation from employment for Good Reason (including a deemed resignation as described in clause (iv) of Section 10(d)) during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive’s estate), within thirty (30) days of following the Date of Separation from Service, his (x) his full Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 8(a9(a) and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of Executive’s Separation from Service as described in this Section 9(f)(i10(f)(i) or 10(a), provided that (except in the case of Executive’s Separation from Service due to his death), Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement Release and General Release Discharge of All Claims substantially in the form approved by the Company, Executive (or, following his death, Executive’s estate) shall be entitled to the following payments and benefits: (A) payments of an amount equal to the sum of (i) (x) if such Separation from Service occurs prior to a Change in Control, four (4) times, or (y) if such Separation from Service occurs subsequent to a Change in Control, six (6) times, Executive’s Base Salary as of the Date of Separation from Service, and (yii) (z) if such Separation from Service occurs prior to a Change in Control, two (2) times, or (aa) if such Separation from Service occurs subsequent to a Change in Control, three (3) times, the annual amount of the Benefits Allowance described referred to in Section 7(b)8(b) herein, which amount shall be payable in equal installments, in accordance with the Company’s regular payroll policies, during the period beginning on the first business day immediately following the six (6) month anniversary of the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) a portion . For the avoidance of Executive’s doubt, Executive will not be entitled to receive an Annual Bonus or prorated Annual Bonus for the fiscal year of the Company during in which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus that would have been payable to Executive for such fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Executive’s Separation from Service and the denominator of which is equal to 365, such amount to be payable to Executive on the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earnedoccurs; (CB) subject to Section 20(k)(iii21(k)(iii) herein, continued coverage during the period commencing beginning on the Date of Separation from Service and ending on the one year anniversary (x) second anniversary, if such Separation from Service occurs prior to a Change in Control, or (y) third anniversary, if such Separation from Service occurs subsequent to a Change in Control, of the Date of Separation from Service (the “Severance Period”) under the Company’s medical, dental and life insurance plans referred to in Section 7(a8(a) (the “Continued Benefits”) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from ServiceService in the same manner that Executive received such benefits during his employment, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and (DC) at to the discretion of the Companyextent applicable, the services Options and other equity awards held by Executive shall vest and be exercisable in accordance with the terms and conditions of an outplacement agency as selected by and for such period Section 7 of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occursthis Agreement. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i10(f)(i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) Base Salary be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstandingNotwithstanding anything in this Section 10(f)(i) to the contrary, (i) in the event of a termination of Executive’s employment with the Company upon Executive’s death or due to his Disability, any payments from the Company to Executive described in Section 10(f)(i)(A) shall be reduced by the value of any Company provided life and disability benefits Executive (or Executive’s estate in the case of his death) is entitled to receive in connection with such death or Disability, and (ii) should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverageimmediately terminate. (ii) In the event of If Executive’s Separation from Service occurs due to a (A) termination of his Executive’s employment (x) upon his death or (y) by the Company for Cause or (B) Executive’s resignation from his employment without Good Reason (including as a result of Executive’s Disability or (z) by Executive without Good Reasonelection not to renew the Employment Period as described in Section 3 herein), in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Separation from Service. In addition, if Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. (iii) Except as specifically set forth in this Section 9(f10(f), no termination payments or benefits or similar payments or benefits (including any payments or benefits under any otherwise applicable plan, policy, program or practice of the Company or its Affiliates) shall be payable to Executive or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his Executive's employment by the Company Without Cause or Executive’s resignation from a termination by Executive of his employment for Good Reason during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive, 's estate) within thirty (30) 30 days of the Date of Separation from Service, Termination his (x) full Base Salary through the Date of Separation from Service, to the extent not previously paidTermination, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service Termination that are subject to reimbursement pursuant to Section 8(a6(b) and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (zy), collectively the “"Accrued Obligations”"). In addition, in the event of any such termination of Executive’s Separation from Service as described in this Section 9(f)(i)'s employment, provided that Executive executes and delivers to the Company, within the applicable period Company a Release and Discharge of time provided for under the Age Discrimination Claims in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the a form approved by acceptable to the Company, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) continued payments of the Base Salary, payable in installments in accordance with the Company's regular payroll policies, for the period beginning on the Date of Termination and ending on February 28, 2005 (the "Severance Period"); (B) payment of an amount equal to the sum of (x) Executive’s Base Salary and (y) the annual amount aggregate of the Benefits Allowance described unpaid Bonuses provided in Section 7(b4(a), which such amount shall to be payable in equal installments, in accordance with the Company’s regular payroll policies, during the period beginning on the first paid within five business day immediately days following the six (6) month anniversary of the Bonus Payment Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus that would have been payable to Executive for such fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Separation from Service and the denominator of which is equal to 365, such amount to be payable to Executive on the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned;Termination; and (C) subject to Section 20(k)(iii) herein, continued coverage during the period commencing on the Date of Separation from Service and ending on the one year anniversary of the Date of Separation from Service (the “Severance Period”) Period under the Company’s medical, 's medical and dental and life insurance plans referred to in Section 7(a5 (the "Continued Benefits") for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from ServiceTermination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occurs. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i7 (f) (i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs servicesduring the Severance Period, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverageimmediately terminate. (ii) In the event of If Executive’s Separation from Service due to a termination of his 's employment (x) shall terminate upon his death or (y) by Disability or if the Company shall terminate Executive's employment for Cause or as a result of Executive’s Disability or (z) by Executive shall terminate his employment without Good Reason, Reason in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s 's death, to his estate) the Accrued Obligations within thirty (30) 30 days following the Date of Separation from Service. In addition, if Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earnedTermination. (iii) Except as specifically set forth in this Section 9(f7(f), no termination benefits shall be payable to Executive under any otherwise applicable plan, policy, program or practice of the Company or its Affiliates in respect of Executive’s which Executive was a participant during his employment with the Company or its AffiliatesAffiliates shall be limited by this Section 7(f), provided that Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation or severance compensation or benefits (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice).

Payments Upon Certain Terminations. (i) In Subject to Section 7, in the event of Executive’s Separation from Service with the Company due to a termination of his the Executive's employment by the Company Without without Cause, a termination by the Executive of his employment for Good Reason or a termination by the Executive within 12 months of a Change in Control (any such termination, a "Qualifying Termination"), (A) the Executive shall receive in a lump sum an amount equal to 2.99 times (x) the Executive's Base - Salary in effect immediately prior to such termination plus (y) a bonus equal to the - greater of the Executive's most recent annual bonus or the annual bonus received immediately prior to the Executive's most recent annual bonus; (B) the right of the - Executive to exercise any outstanding options or other rights to acquire any capital stock of the Company, shall be accelerated and become immediately exercisable; and (C) - the right of the Executive to receive any compensation measured by the price of any capital stock of the Company, and any other rights to compensation or benefits under this Agreement (other than salary and annual bonus) which are contingent upon the continued employment of the Executive shall become immediately exercisable or receivable by the Executive to the extent they would have become exercisable or receivable by the Executive if he had remained employed by the Company for the balance of the then current term of this Agreement. (ii) If the Executive's employment is terminated by the Company for Cause or Executive’s resignation from the Executive shall terminate his employment for without Good Reason during the Employment Period, or on account of retirement at or after age 65, the Company shall pay to Executive, within thirty (30) days of the Date of Separation from Service, Executive his (x) full Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 8(a) and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In additionTermination and, in the event case of Executive’s Separation from Service as described in this Section 9(f)(i), provided that Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved a termination by the Company, Executive shall be entitled to the following payments and benefits: (A) payments of an amount equal to the sum of (x) Executive’s Base Salary and (y) the annual amount of the Benefits Allowance described in Section 7(b), which amount shall be payable in equal installments, in accordance with the Company’s regular payroll policies, during the period beginning on the first business day immediately following the six (6) month anniversary of the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus that would have been payable to Executive for such fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Separation from Service and the denominator of which is equal to 365, such amount to be payable to Executive on the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned; (C) subject to Section 20(k)(iii) herein, continued coverage during the period commencing on the Date of Separation from Service and ending on the one year anniversary of the Date of Separation from Service (the “Severance Period”) under the Company’s medical, dental and life insurance plans referred to in Section 7(a) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occurs. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of Executive’s Separation from Service due to a termination of his employment (x) upon his death or (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, in any such a pro-rata bonus for the year of termination. (iii) In the case during of the Employment PeriodExecutive's termination of employment due to the Executive's death, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following 's full Base Salary through the Date of Separation from ServiceTermination and shall continue to pay the Executive's then current Base Salary to a beneficiary designated by the Executive for a period of 180 days after the Executive's death. In addition, if If the Executive’s 's employment shall terminate upon his death or be is terminated by the Company as a result of the Executive’s Disability during the Employment Period's Disability, the Company shall pay the Executive's full Base Salary through the Date of Termination and shall pay to the Executive an amount equal to 2 years' Base Salary plus the most recent annual bonus received by the Executive prior to the Executive's termination of employment. Amounts payable by the Company on account of the Executive's Disability shall be paid in 24 equal monthly installments at the end of each month after the month in which the Disability commences. (iv) In the event that the Executive's employment is terminated by the Executive for Good Reason or by the Company without Cause, if at any time during the five year period following the Executive's termination of employment the Executive shall not be a full time employee of another employer, the Company shall provide the Executive with (A) - the use of a suitable office which need not be on the Company's premises, (B) appropriate secretarial services, (C) the automobile provided for in Section 5(d) - hereunder and (D) the cost of obtaining health, accident and dental benefits for the Executive at benefit levels that are comparable to the health, accident and dental benefits that the Executive would have received under the Company benefit plans described in Section 5(b) hereunder if the Executive had continued employment with the Company. (v) In the case of any termination of employment, the Executive (or, in the event of Executive’s death, to or his estate, legal representative or beneficiaries) the Pro-Rata Bonusshall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, if anypolicy, in one lump sum on the Bonus Payment Date for the fiscal year program or practice of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus the Executive was earned. (iii) Except as specifically set forth in this Section 9(f), no termination benefits shall be payable to or in respect of Executive’s a participant during his employment with the Company in accordance with the terms thereof, provided that the Executive shall not be entitled to receive any payments or its Affiliatesbenefits under any such plan, policy, program or practice providing any, severance, bonus or incentive compensation (and the provisions of this Section 6(f) shall supersede the provisions of any such plan, policy, program or practice or the amounts payable hereunder shall be reduced by the amounts payable under any such severance, bonus or incentive compensation plan, policy, program or practice).

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his employment by the Company Without Cause or Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive, within thirty (30) days of the Date of Separation from Service, his (x) Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 8(a) and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of Executive’s Separation from Service as described in this Section 9(f)(i), provided that Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A) payments of an amount equal to the sum of (x) Executive’s Base Salary and (y) the annual amount of the Benefits Allowance described in Section 7(b), which amount shall be payable in equal installments, in accordance with the Company’s regular payroll policies, during the period beginning on the first business day immediately following the six (6) month anniversary of the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus that would have been payable to Executive for such fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Separation from Service and the denominator of which is equal to 365, such amount to be payable to Executive on the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned; (C) subject to Section 20(k)(iii) herein, continued coverage during the period commencing on the Date of Separation from Service and ending on the one year anniversary of the Date of Separation from Service (the “Severance Period”) under the Company’s medical, dental and life insurance plans referred to in Section 7(a) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occurs. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of Executive’s Separation from Service due to a termination of his employment (x) upon his death or (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Separation from Service. In addition, if Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. (iii) Except as specifically set forth in this Section 9(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his Executive’s employment by the Company Without Cause Cause, as a result of the Company serving notice of non-renewal of the Employment Period as described in Section 3 herein or by Executive’s resignation from employment for Good Reason (including a deemed resignation as described in clause (iv) of Section 10(d)) during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive’s estate), within thirty (30) days of the Date of Separation from ServiceTermination, his (x) full Base Salary through the Date of Separation from ServiceTermination, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service Termination that are subject to reimbursement pursuant to Section 8(a9(a) and (z) payment for vacation time accrued as of the Date of Separation from Service Termination but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of any such termination of Executive’s Separation from Service as described in this Section 9(f)(i)employment, provided that Executive executes and delivers to the Company, within the applicable period Company a Release and Discharge of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release All Claims substantially in the form approved by the CompanyCompany (except in the case of Executive’s death), Executive (or, following his death, Executive’s estate) shall be entitled to the following payments and benefits: (A) continued payments of an amount equal to (x) if such termination occurs prior to a Change in Control, two (2) times, or (y) if such termination occurs subsequent to a Change in Control, three (3) times, the sum of (x) Executive’s Base Salary and (y) the annual amount as of the Benefits Allowance Date of Termination and Executive’s Target Annual Bonus (as described in Section 7(b6(i) herein), which amount shall be in each case payable in equal installments, installments in accordance with the Company’s regular payroll policies, during for the period beginning on the first business day immediately following the six (6) month anniversary of the Date of Separation from Service Termination and ending on the one (1) year anniversary of the Date of Separation from ServiceTermination; (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus that would have been payable to Executive for such fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Separation from Service and the denominator of which is equal to 365, such amount to be payable to Executive on the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned; (C) subject to Section 20(k)(iii) herein, continued coverage during the period commencing beginning on the Date of Separation from Service Termination and ending on the one year anniversary (x) second anniversary, if such termination occurs prior to a Change in Control or (y) third anniversary, if such termination occurs subsequent to a Change in Control, of the Date of Separation from Service Termination (the “Severance Period”) under the Company’s medical, dental and life insurance plans referred to in Section 7(a8(a) and continued payment during the Severance Period of the Benefits Allowance referred to in Section 8(b) (collectively, the “Continued Benefits”) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from ServiceTermination in the same manner that Executive received during his employment, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and (DC) at to the discretion of the Companyextent applicable, the services Options and other equity awards held by Executive shall vest and be exercisable in accordance with the terms and conditions of an outplacement agency as selected by and for such period Section 7 of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occursthis Agreement. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i10(f)(i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) Base Salary be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstandingNotwithstanding anything in this Section 10(f)(i) to the contrary, (i) in the event of a termination of Executive’s employment with the Company upon Executive’s death or due to his Disability, any payments from the Company to Executive described in Section 10(f)(i)(A) shall be reduced by the value of any Company provided life and disability benefits Executive (or Executive’s estate in the case of his death) is entitled to receive in connection with such death or Disability, and (ii) should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverageimmediately terminate. (ii) In If the event of Company shall terminate Executive’s Separation employment for Cause or Executive shall resign from Service due to a termination of his employment (x) upon his death or (y) by the Company for Cause without Good Reason or as a result of Executive’s Disability or (z) by Executive without Good Reasonserving notice of non-renewal of the Employment Period as described in Section 3 herein, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Separation from Service. In addition, if Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earnedTermination. (iii) Except as specifically set forth in this Section 9(f10(f), no termination payments or benefits or similar payments or benefits (including any payments or benefits under any otherwise applicable plan, policy, program or practice of the Company or its Affiliates) shall be payable to Executive or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. ​ (i) In the event of Executive’s Separation from Service with the Company due to a termination of his Executive’s employment by the Company Without Cause or by Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive’s estate), within thirty (30) days of the Date of Separation from ServiceTermination, his (x) his Base Salary through the Date of Separation from ServiceTermination, to the extent not previously paid, ; (y) the pro-rata amount of the Annual Bonus (based on the amount paid or awarded for the previous year) which is accrued through the Date of Termination; and (z) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service Termination that are subject to reimbursement pursuant to Section 8(a) the terms hereof, and (z) payment for vacation paid time off accrued as of the Date of Separation from Service Termination but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of any such termination of Executive’s Separation from Service as described in this Section 9(f)(i)​ employment, provided that if Executive executes and delivers to the Company, within the applicable period Company a Release and Discharge of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release All Claims substantially in the form approved by attached hereto (“Release”) within thirty (30) days after the CompanyDate of Termination, Executive shall be entitled to the following payments and benefits:benefits (provided, however, in the event of Executive’s death following the Date of Termination but prior to delivery of the executed Release, the following payments shall be paid to Executive’s estate, notwithstanding that the Release has not been executed): ​ (A) payments of an amount equal to the sum of (x) Executive’s Base Salary and (y) at the annual amount Base Salary being paid on the Date of the Benefits Allowance described in Section 7(bTermination), which amount shall be for one (1) year (the “Severance Period”), payable in equal installments, installments in accordance with the Company’s regular payroll policies, during the period beginning on the first business day immediately following the six (6) month anniversary of policies for one year after the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service;Termination; and (B) a portion lump sum payment of Executive’s Annual Bonus for $1,500,000 payable on the fiscal one-year anniversary date of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus that would have been payable to Executive for such fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Separation from Service Termination; and the denominator of which is equal to 365, such amount to be payable to Executive on the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned;​ (C) subject to Section 20(k)(iii) herein, continued coverage during the period commencing on Executive shall automatically vest in all employee welfare and benefit plans in which the Date of Separation from Service and ending on the one year anniversary Executive was participating as of the Date of Separation from Service (the “Severance Period”) under the Company’s medical, dental Termination and life insurance plans referred to in Section 7(a) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to benefits shall be paid by active senior executives of the Company under to Executive in accordance with the terms of such plans as in effect from time to timeplans; and (D) at the discretion of the Company, the services of an outplacement agency as selected by The Company and for such period of time as determined Executive agree that each payment made by the Chief Human Resources Officer Company to Executive pursuant to subsections (A) and (B) of this Section 8(f)(i) shall be deemed to be a separate and distinct payment for purposes of Internal Revenue Code Section 409A and the Company; provided that in no event will related regulations, as opposed to an annuity or other collective series of payments. (E) Notwithstanding anything to the duration of such outplacement services exceed contrary contained herein, to the Severance Period and that any reimbursement extent the aggregate amount to be paid by to the Company for such services will be made by Executive pursuant to Subsections (A) and (B) of this Section 8(f)(i) during the end of the year six (6) months following the year in which the Date of Separation from Service occursTermination exceeds two (2) times the maximum amount that may be taken into account under a qualified retirement plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (“Code”), for the calendar year of such Date of Termination (the “401(a)(17) Limit”), then payment of such amount that is in excess of two (2) times the 401(a)(17) Limit shall not be paid during the sixth (6) months following the Date of Termination but instead shall be paid in a lump sum payment on the next day after the date which is six (6) months following the Date of Termination. ​ Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i8(f)(i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) hereunder be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period remainder of the fiscal year of the Company that includes the Date of Termination by a subsequent employer or other Person (as defined below in Section 20(l18(k) below) for which Executive performs services, including including, but not limited to to, consulting services. The foregoing notwithstanding, should shall not relieve Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage.non-competition prohibitions provided in Section 10 below. ​ (ii) In the event of If Executive’s Separation from Service due to a termination of his employment (x) shall terminate upon his death or (y) by the Company for Cause or as a result of due to Executive’s Disability or (z) by Executive shall resign from his employment without Good Reason, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Separation from ServiceTermination. In addition, if If the Company shall terminate Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Executive’s Disability during the Employment Periodfor Cause, the Company shall pay to Executive the termination benefits, as provided in clauses (or, in the event x) and (z) of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned.Section 8(f)(i). ​ (iii) Except as specifically set forth in this Section 9(f8(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.. ​ (iv) The Company shall have the right to apply and set off against the Accrued Obligations or any other amounts owing to Executive hereunder, any amounts owing by the Executive to the Company, whether pursuant to this Agreement or otherwise. Notwithstanding the foregoing, such set off shall not accelerate the time or schedule of a payment of Deferred Compensation except as permitted under Treasury Regulation Section 1.409A-3(j)(4)(xiii). ​

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a (I) termination of his Executive’s employment by the Company Without Cause (including as a result of the Company’s election not to renew the Employment Period as described in Section 3 herein) or (II) Executive’s resignation from employment for Good Reason (including a deemed resignation as described in clause (iv) of Section 10(d)) during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive’s estate), within thirty (30) days of following the Date of Separation from Service, his (x) his full Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 8(a9(a) and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of Executive’s Separation from Service as described in this Section 9(f)(i10(f)(i) or 10(a), provided that (except in the case of Executive’s Separation from Service due to his death), Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement Release and General Release Discharge of All Claims substantially in the form approved by the Company, Executive (or, following his death, Executive’s estate) shall be entitled to the following payments and benefits: (A) payments of an amount equal to (x) if such Separation from Service occurs prior to a Change in Control, two (2) times, or (y) if such Separation from Service occurs subsequent to a Change in Control, three (3) times, the sum of (xI) Executive’s Base Salary as of the Date of Separation from Service, (II) Executive’s target Annual Bonus (as described in Section 6(i) herein) and (yIII) the annual amount of the Benefits Allowance described referred to in Section 7(b)8(b) herein, which amount shall be payable in equal installments, in accordance with the Company’s regular payroll policies, during the period beginning on the first business day immediately following the six (6) month anniversary of the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus that would have been payable to Executive for such fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Separation from Service and the denominator of which is equal to 365, such amount to be payable to Executive on the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned; (C) subject to Section 20(k)(iii21(k)(iii) herein, continued coverage during the period commencing beginning on the Date of Separation from Service and ending on the one year anniversary (x) second anniversary, if such Separation from Service occurs prior to a Change in Control, or (y) third anniversary, if such Separation from Service occurs subsequent to a Change in Control, of the Date of Separation from Service (the “Severance Period”) under the Company’s medical, dental and life insurance plans referred to in Section 7(a8(a) (the “Continued Benefits”) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from ServiceService in the same manner that Executive received such benefits during his employment, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and (DC) at to the discretion of the Companyextent applicable, the services Options and other equity awards held by Executive shall vest and be exercisable in accordance with the terms and conditions of an outplacement agency as selected by and for such period Section 7 of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occursthis Agreement. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i10(f)(i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) Base Salary be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstandingNotwithstanding anything in this Section 10(f)(i) to the contrary, (i) in the event of a termination of Executive’s employment with the Company upon Executive’s death or due to his Disability, any payments from the Company to Executive described in Section 10(f)(i)(A) shall be reduced by the value of any Company provided life and disability benefits Executive (or Executive’s estate in the case of his death) is entitled to receive in connection with such death or Disability, and (ii) should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverageimmediately terminate. (ii) In the event of If Executive’s Separation from Service occurs due to a (A) termination of his Executive’s employment (x) upon his death or (y) by the Company for Cause or (B) Executive’s resignation from his employment without Good Reason (including as a result of Executive’s Disability or (z) by Executive without Good Reasonelection not to renew the Employment Period as described in Section 3 herein), in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Separation from Service. In addition, if Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. (iii) Except as specifically set forth in this Section 9(f10(f), no termination payments or benefits or similar payments or benefits (including any payments or benefits under any otherwise applicable plan, policy, program or practice of the Company or its Affiliates) shall be payable to Executive or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. (i) In the event of If Executive’s Separation from Service with the Company due to a termination of his employment is terminated by the Company Employer Without Cause or Executive’s resignation from Executive terminates his employment for Good Reason during the Employment PeriodReason, the Company Employer shall pay or provide to Executive, within thirty (30) days of Executive as severance payments and benefits the following: A. Executive shall receive his Base Salary for the period from the Date of Separation from Service, his Termination (xas defined in Section 7(h) Base Salary below) through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 8(a) and (z) payment for vacation time accrued as expiration of the Date Severance Period as set forth on Section 4 of Separation from Service but unused (such amounts under clauses (x)Attachment A, (y) and (z), collectively the “Accrued Obligations”). In addition, paid in the event of Executive’s Separation from Service semi-monthly installments as described provided in this Section 9(f)(i), provided that Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, 3; B. Executive shall be entitled to receive the following payments and benefits:product of (A) payments of an amount equal to the sum of (x) Executive’s Base Salary and (yi) the annual amount of the Benefits Allowance described in Section 7(b), which amount shall be payable in equal installments, in accordance with the Company’s regular payroll policies, during the period beginning on the first business day immediately following the six (6) month anniversary of the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus incentive compensation that would have been payable to Executive for such fiscal year had Executive remained employed pursuant to Sections 4(a), 4(c) and the Annual Incentive Compensation Plan for the entire fiscal year, calendar year in which his employment terminates with achievement of performance objectives determined based on as of the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5Date of Termination, multiplied by by (2ii) a fraction, the numerator of which is equal to the number of days in such fiscal calendar year that precede the Date of Separation from Service Termination and the denominator of which is equal 365; C. continuation of participation in Employer’s group medical plan pursuant to 365the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) at Employer’s expense until the earlier of the conclusion of the Severance Period and the date on which Executive first becomes eligible for substantially equivalent insurance coverage provided by any other entity following termination; provided, such however, that in the event Employer cannot reasonably provide Executive and his dependents with coverage under Employer’s Group Benefits Plan for the full Severance Period, Employer may provide coverage under one or more alternative plans or arrangements providing substantially equivalent coverage to the coverage then being provided to active employees and their dependants under Employer’s group benefits plan; and D. a pro-rated acceleration of the next installment in the equity vesting schedule set forth in Section 4(b) following termination based on the number of days Executive worked in the applicable twelve (12) month vesting period in which termination occurs. By way of example, if Executive is terminated by Employer without Cause or Executive terminates his employment for Good Reason and the Date of Termination is half way through the second twelve (12) month vesting period, Executive will previously have vested in 15% on the first anniversary and will be vested in 50% (representing the half-year worked) of the 20% vesting amount for the second year. (ii) Upon his death or Disability or if Employer terminates Executive’s employment for Cause, Employer shall pay Executive his Base Salary through the Date of Termination, plus, in the case of termination upon Executive’s death or Disability, a pro-rata amount of incentive compensation pursuant to the Annual Incentive Compensation Plan calculated in the same manner as Section 7(f)(i)(B) above (but excluding any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination). Executive shall not be entitled to severance compensation under any severance compensation plan of Employer; provided, however, that other than severance compensation, any benefits payable to or in respect of Executive under any otherwise applicable plans, policies and practices of Employer shall not be limited by this provision. Any payments required to be payable made on account of Executive’s death or Disability shall be made to Executive on or his designated beneficiary in the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in case of death no event later than two and a one-half (21/22½) months following the end of the applicable fiscal calendar year in which such Annual Bonus was earned; (C) subject Executive’s employment terminates on account of death or Disability. Finally, Executive or his designated beneficiary in the case of death shall be entitled to the equity vested pursuant to Section 20(k)(iii) herein, continued coverage during the period commencing on the Date of Separation from Service and ending on the one year anniversary of the Date of Separation from Service (the “Severance Period”) under the Company’s medical, dental and life insurance plans referred to in Section 7(a) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occurs. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i4(b), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (iiiii) In Notwithstanding anything to the event of Executive’s Separation from Service due to a termination of his employment (x) upon his death or (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, contrary in any such case during the Employment Period, the Company shall pay to Executive (orthis Agreement, in the event of ExecutiveEmployee’s deathvoluntary termination without Good Reason or his termination for Cause, Employer shall have the right to his estatecontinue to pay Employee’s Base Salary for a period of up to twelve (12) the Accrued Obligations within thirty (30) days months following the Date of Separation from Service. In additionTermination (which period shall also be referred to as the Severance Period), if Executive’s employment shall terminate upon his death or be terminated by the Company paid in semi-monthly installments as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (orprovided in Section 3, in exchange for Employee’s compliance with the event of Executive’s deathcovenants contained in Sections 9, to his estate) the Pro-Rata Bonus10 and 11. Finally, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. (iii) Except as specifically set forth in this Section 9(f), no termination benefits Executive shall be payable entitled to or in respect of Executive’s employment with the Company or its Affiliatesequity vested pursuant to Section 4(b).

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his employment by the Company Without Cause or Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive, within thirty (30) days of the Date of Separation from Service, his (x) Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 8(a) and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of Executive’s Separation from Service as described in this Section 9(f)(i8(f)(i), provided that Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A) payments of an amount equal to the sum of (x) Executive’s Base Salary and (y) the annual amount of the Benefits Allowance described in Section 7(b6(b), which amount shall be payable in equal installments, in accordance with the Company’s regular payroll policies, during the period beginning on the first business day immediately following the six (6) month anniversary of the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus that would have been payable to Executive for such fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 54, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Separation from Service and the denominator of which is equal to 365, such amount to be payable to Executive on the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned; (C) subject to Section 20(k)(iii19(k)(iii) herein, continued coverage during the period commencing on the Date of Separation from Service and ending on the one year anniversary of the Date of Separation from Service (the “Severance Period”) under the Company’s medical, dental and life insurance plans referred to in Section 7(a6(a) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occurs. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i8(f)(i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f8(f) be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l19(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of Executive’s Separation from Service due to a termination of his employment (x) upon his death or (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Separation from Service. In addition, if Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. (iii) Except as specifically set forth in this Section 9(f8(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his employment by the Company Without Cause or Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive, within thirty (30) days of the Date of Separation from Service, his (x) Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 8(a10(a) and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of Executive’s Separation from Service as described in this Section 9(f)(i11 (f)(i), provided that Executive executes and delivers to the CompanyCompany and does not revoke, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A1) payments During the period commencing on the first business day following the Date of an amount equal to Separation from Service and ending on the sum of (x) Executive’s Base Salary and (y) the annual amount 30-month anniversary of the Benefits Allowance described Separation from Service (the “Severance Period”) Executive shall receive, in Section 7(b), which amount shall be payable in substantially equal installments, in accordance with the Company’s regular payroll policies, during the period beginning policies as in effect on the first business day immediately following the six (6) month anniversary of the Date of Separation from Service but in no event less frequently than monthly, an aggregate amount equal to two and ending one-half times (2.5x) the Executive’s Base Salary as in effect on the one (1) year anniversary of the Date of Separation from Service; (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus that would have been . Any amounts payable to Executive for such fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to this Section 511(f)(i) shall not be paid until the first scheduled payment date following the date the Separation Agreement and General Release is executed and no longer subject to revocation, multiplied by (2) a fraction, with the numerator of which is first such payment being in an amount equal to the number of days in such fiscal year that precede total amount to which Executive would otherwise have been entitled during the period following the Date of Separation from Service if such delay had not been required; provided, however, that any such amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the denominator regulations promulgated thereunder shall not commence until the 60th day following the Date of which is Separation from Service to the extent necessary to avoid adverse tax consequences under Section 409A of the Code, and, if such payments are required to be so delayed, the first payment shall be in an amount equal to 365, such the total amount to be payable to which Executive on would otherwise have been entitled during the period following the date (the “Bonus Payment Date”) annual bonuses for of termination if such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned;deferral had not been required. (C2) subject to Section 20(k)(iii22(k)(iii) herein, continued coverage during the period commencing on the Date of Separation from Service and ending on the one one-year anniversary of the Date of Separation from Service (the “Severance Period”) under the Company’s medical, dental and life insurance plans referred to in Section 7(a) 9 for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and (D3) at At the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period one year period following the Separation of Service and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occurs. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i11(f)(i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f11(f) be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l22(1) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of Executive’s Separation from Service due to a termination of his employment (x) upon his death or (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Separation from Service. In addition, if Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/22 1/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. (iii) Except as specifically set forth in . For purposes, of this Section 9(f11(f)(ii), no termination benefits shall be payable “Bonus Payment Date” means the date on which annual bonuses with respect to or in respect a fiscal year are actually paid by the Company to its active executives. For purposes of this Section 11(f)(ii), “Pro-Rata Bonus” means a portion of Executive’s employment with Annual Bonus for the fiscal year of the Company or its Affiliatesduring which Executive was employed that includes the Date of Separation from Service, such portion to equal the product of (1) the Annual Bonus that would have been payable to Executive for such fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 4, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that preceded the Date of Separation from Service and the denominator of which is equal to 365.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his Executive's employment by the Company Without Cause or Executive’s resignation from a termination by Executive of his employment for Good Reason during the Employment Period, the Company shall pay to Executive, within thirty (30) days of the Date of Separation from Service, Executive his (x) full Base Salary through the Date of Separation from ServiceTermination, an amount equal to the extent pro rata amount of annual incentive compensation for the portion of the fiscal year preceding the Date of Termination that would have been payable to Executive pursuant to Section 4(a) if he had remained employed for the entire fiscal year, determined on the basis of the actual performance achieved by the Company during such fiscal year and the performance objectives established for such fiscal year and any earned but not previously paid, (y) reimbursement paid annual bonus for any unreimbursed business expenses incurred by Executive the fiscal year of the Company ending immediately prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 8(a) and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”)Termination. In addition, in the event of any such termination, the Company shall pay or, in the case of the Continued Benefits (as defined below), provide to Executive (or, following his death, to Executive’s Separation from Service 's designated beneficiary or beneficiaries), as liquidated damages and in lieu of any other severance compensation or severance benefits to which Executive may be entitled under applicable law, and, in the case of the installment payments described in this Section 9(f)(i)subparagraph (A) below, provided that Executive executes in consideration of Executive's covenants and delivers to the Companyobligations under Sections 8 through 13 hereof, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967inclusive, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A) payments payment of an aggregate amount equal to the annual rate of Executive's Base Salary in effect immediately prior to the Date of Termination, such payment to be made in twelve equal monthly installments on the last day of each calendar month ending immediately after the Date of Termination; (B) a lump sum payment of an amount equal to the sum of (x) Executive’s Base Salary and (y) the annual actual amount of the Benefits Allowance described in Section 7(b), which amount shall be payable in equal installments, in accordance with annual incentive compensation that was awarded to Executive for the Company’s regular payroll policies, during the period beginning on the first business day 's fiscal year ending immediately following the six (6) month anniversary of prior to the Date of Separation from Service and ending on Termination (or, if such termination occurs before the one (1) year anniversary last day of the Date of Separation from Service; (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from ServiceCommencement Date, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus that would have been payable to Executive Executive's target bonus for such fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Separation from Service and the denominator of which is equal to 365, such amount to be payable to Executive on the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned;); and (C) subject to Section 20(k)(iii) herein, continued coverage for Executive and his eligible dependents under the Company's employee benefit and perquisite plans and programs referred to in Sections 5 and 6(a) (the "Continued Benefits") during the period commencing on the Date of Separation from Service Termination and ending on the one year first anniversary of the Date of Separation from Service (the “Severance Period”) under the Company’s medical, dental and life insurance plans referred to in Section 7(a) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from ServiceTermination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans and programs as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will if such plans do not permit such coverage, Executive shall receive a lump sum cash payment equal to the duration value of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occurscoverage. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i7(f)(i), nor except that all or any of the Continued Benefits shall any payments from the Company to Executive of pursuant to this Section 9(f) be reduced, offset reduced or canceled if comparable benefit coverage (determined on a benefit by any compensation or fees earned by (whether or not paid currentlybenefit basis) is provided or offered to Executive during the Severance Period by a any subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services, at any time after the Date of Termination. The foregoing notwithstandingIn addition, should Executive receive or be offered health or medical benefits coverage during in the Severance Period by event of a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company termination of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided Executive's employment by the Company Without Cause or a termination by Executive of his employment for Good Reason during the Employment Period, Gemplus' right to repurchase those Option Shares covered by Service Options with respect to which Gemplus' repurchase right would have lapsed on or prior to the expiration of the two year period immediately following the Date of Termination had Executive remained in the continuous employment of the Company during such period shall terminate lapse immediately as of the effective date Date of such new coverageTermination. In the case of a termination of Executive's employment by the Company Without Cause or a termination by Executive of his employment for Good Reason within the two year period following a Change in Control, Gemplus' right to repurchase any Option Shares covered by Service Options shall lapse immediately. (ii) In the event of If Executive’s Separation from Service due to a termination of his employment (x) upon his death or (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Separation from Service. In addition, if Executive’s 's employment shall terminate upon his death or be terminated by the Company as a result of Disability or if Employer shall terminate Executive’s Disability 's employment for Cause or Executive shall terminate his employment without Good Reason during the Employment Period, the Company Employer shall pay to Executive (orhis full Base Salary through the Date of Termination and, in the event case of any such termination upon Executive’s death's death or Disability, Executive shall be entitled to his estate) receive such death or Disability benefits, as applicable, as are provided under the Pro-Rata Bonus, if any, terms of any employee and executive death benefit and disability plans and programs referred to in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earnedSection 5 or 6(a). (iii) Except as specifically set forth in this Section 9(f7(f), no termination benefits Executive shall be entitled to receive all amounts payable to and benefits accrued under any otherwise applicable plan, policy, program or practice of the Company in respect of Executive’s which Executive was a participant during his employment with Employer in accordance with the Company terms thereof, provided that Executive shall not be entitled to receive any payments or its Affiliatesbenefits under any such plan, policy, program or practice providing any severance compensation or benefits (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice).

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his Executive’s employment by the Company Without Cause or Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive, within thirty (30) days of the Date of Separation from ServiceTermination, his (x) Base Salary through the Date of Separation from ServiceTermination, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service Termination that are subject to reimbursement pursuant to Section 8(a9(a) and (z) payment for vacation time accrued as of the Date of Separation from Service Termination but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of any such termination of Executive’s Separation from Service as described in this Section 9(f)(i)employment, provided that if Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Company a Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A) continued payments of an amount equal to the sum of (x) Executive’s Base Salary and (y) the annual amount of the Benefits Allowance described in Section 7(b)Salary, which amount shall be payable in equal installments, installments in accordance with the Company’s regular payroll policies, during for the period beginning on the first business day immediately following the six (6) month anniversary of the Date of Separation from Service Termination and ending on the one (1) year anniversary of the Date of Separation from ServiceTermination (the “Severance Period”), such amount to be inclusive of any payments made in lieu of any period of notice of termination under this Agreement in accordance with Section 10(e)(iii) above; (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from ServiceTermination, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus that would have been payable to Executive for such fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company actually achieves the performance goals established for it for such year established pursuant to Section 5and otherwise in accordance with the terms of the Bonus Plan, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Separation from Service Termination and the denominator of which is equal to 365, such amount to be payable to Executive on within five (5) business days following the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned; (C) subject to Section 20(k)(iii) herein, continued coverage during the period commencing on the Date of Separation from Service and ending on the one year anniversary of the Date of Separation from Service (the “Severance Period”) Period under the Company’s medical, medical and dental and life insurance plans referred to in Section 7(a) 8 for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from ServiceTermination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occursBurger King Corporation. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i10(f)(i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) Base Salary or Pro Rata Bonus be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l21(k) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of If Executive’s Separation from Service due to a termination of his employment (x) shall terminate upon his death or (y) by if the Company shall terminate Executive’s employment for Cause or as a result of due to Executive’s Disability or (z) by Executive without Good Reasonshall resign from his employment or otherwise terminate his employment, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) 30 days following the Date of Separation Termination, provided that in the event of Executive’s death, the said thirty (30)-day period for making such payment shall commence from Servicethe date of production to the Company of such evidence or information in respect of the Executive’s estate as the Company may require. In addition, if Executive’s employment shall terminate upon his death or be terminated by the Company as a result of due to Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Pro Rata Bonus, if any, in one (1) lump sum on within five (5) business days following the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earnedTermination. (iii) Except as specifically set forth in this Section 9(f10(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his Executive’s employment by the Company Without Cause or by Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive’s estate), within thirty (30) days of the Date of Separation from ServiceTermination, his (x) his Base Salary through the Date of Separation from ServiceTermination, to the extent not previously paid, ; (y) the pro-rata amount of the Annual Bonus (based on the amount paid for the previous year) which is accrued through the date of termination; and (z) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service Termination that are subject to reimbursement pursuant to Section 8(a) the terms hereof, and (z) payment for vacation paid time off accrued as of the Date of Separation from Service Termination but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of any such termination of Executive’s Separation from Service as described in this Section 9(f)(i)employment, provided that if Executive executes and delivers to the Company, within the applicable period Company a Release and Discharge of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release All Claims substantially in the form approved by attached hereto (“Release”) within 30 days after the CompanyDate of Termination, Executive shall be entitled to the following payments and benefits:benefits (provided, however, in the event of Executive’s death following the Date of Termination but prior to delivery of the executed Release, the following payments shall be paid to Executive’s estate, notwithstanding that the Release has not been executed): (A) payments of an amount equal to the sum of (x) Executive’s Base Salary and (at the Base Salary being paid on the Date of Termination), for the longer of: (x) the remaining Employment Period (assuming Executive’s employment had not terminated) or (y) one (1) year (the annual amount of the Benefits Allowance described in Section 7(b“Severance Period”), which amount shall be payable in equal installments, installments in accordance with the Company’s regular payroll policiespolicies for one year after the Date of Termination, during with the period beginning first installment being paid on the first business day immediately Company’s regular pay date following the six day which is 30 days after the Date of Termination (6the “Payment Commencement Date”) month (with the first installment being the sum of the Base Salary installments from the Date of Termination through the Payment Commencement Date and with subsequent installments being based on the Base Salary), and with the balance, if any, being paid pursuant to a lump sum payment on the one year anniversary date of the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service;Termination; and (B) a portion of the Executive’s Annual Bonus (at the amount of the Annual Bonus paid to the Executive for the fiscal year of the Company during which Executive was employed that includes prior to the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”Termination) of (1) the Annual Bonus that which would have been payable paid to the Executive for such fiscal year had Executive remained employed Executive’s employment continued for the entire fiscal Severance Period, duly apportioned for any partial year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Separation from Service and the denominator of which is equal to 365, such amount to be payable to Executive on the one year anniversary date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned;Date of Termination; and (C) subject to Section 20(k)(iii) herein, continued coverage during the period commencing on Executive shall automatically vest in all employee welfare and benefit plans in which the Date of Separation from Service and ending on the one year anniversary Executive was participating as of the Date of Separation from Service (the “Severance Period”) under the Company’s medical, dental Termination and life insurance plans referred to in Section 7(a) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to benefits shall be paid by active senior executives of the Company under to Executive in accordance with the terms of such plans as in effect from time to timeplans; and (D) at the discretion of the Company, the Company shall provide outplacement services of an outplacement agency as selected by to Executive for up to ninety (90) days; and (E) The Company and for such period of time as determined Executive agree that each payment made by the Chief Human Resources Officer Company to Executive pursuant to subsections (A) and (B) of this Section 8(f)(i) shall be deemed to be a separate and distinct payment for purposes of Internal Revenue Code Section 409A and the Companyrelated regulations, as opposed to an annuity or other collective series of payments; provided that in no event will and (F) Notwithstanding anything to the duration of such outplacement services exceed contrary contained herein, to the Severance Period and that any reimbursement extent the aggregate amount to be paid by to the Company for such services will be made by Executive pursuant to Subsections (A) and (B) of this Section 8(f)(i) during the end of the year six (6) months following the year in which the Date of Separation from Service occursTermination exceeds two (2) times the maximum amount that may be taken into account under a qualified retirement plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (“Code”), for the calendar year of such Date of Termination (the “401(a)(17) Limit”), then payment of such amount that is in excess of two (2) times the 401(a)(17) Limit shall not be paid during the sixth (6) months following the Date of Termination but instead shall be paid in a lump sum payment on the next day after the date which is six (6) months following the Date of Termination. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i8(f)(i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) hereunder be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period remainder of the fiscal year of the Company that includes the Date of Termination by a subsequent employer or other Person (as defined below in Section 20(l18(k) below) for which Executive performs services, including including, but not limited to to, consulting services. The foregoing notwithstanding, should shall not relieve Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coveragenon-competition prohibitions provided in Section 10 below. (ii) In the event of If Executive’s Separation from Service due to a termination of his employment (x) shall terminate upon his death or (y) by the Company for Cause or as a result of due to Executive’s Disability or (z) by Executive shall resign from his employment without Good Reason, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Separation from ServiceTermination. In addition, if If the Company shall terminate Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Executive’s Disability during the Employment Periodfor Cause, the Company shall pay to Executive the termination benefits, as provided in clauses (or, in the event x) and (z) of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earnedSection 8(f)(i). (iii) Except as specifically set forth in this Section 9(f8(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates. (iv) The Company shall have the right to apply and set off against the Accrued Obligations or any other amounts owing to Executive hereunder, any amounts owing by the Executive to the Company, whether pursuant to this Agreement or otherwise. Notwithstanding the foregoing, such set off shall not accelerate the time or schedule of a payment of Deferred Compensation except as permitted under Treasury Regulation Section 1.409A-3(j)(4)(xiii).

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his Executive's employment by the Company Employer Without Cause or Executive’s resignation from a termination by Executive of his employment for Good Reason in either such case during the Employment PeriodPeriod (any such termination, the Company a "Qualifying Termination"), Employer shall pay to Executive (or, following his death, to Executive, within thirty (30's beneficiaries) days of the Date of Separation from Service, his (x) full Base Salary through the Date of Separation from ServiceTermination and, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date as liquidated damages in respect of Separation from Service that are subject to reimbursement pursuant to Section 8(a) claims based on provisions of this Agreement and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of Executive’s Separation from Service as described in this Section 9(f)(i), provided that Executive executes and delivers to the Company, within the applicable period a general release of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release all claims substantially in the form approved by the Companyattached hereto as Exhibit D, Executive shall be entitled to the following payments and benefitsadditional amounts: (A) payments of an amount equal his Base Salary, at the rate in effect hereunder immediately prior to the sum of (x) Executive’s Base Salary and (y) the annual amount of the Benefits Allowance described in Section 7(b)Qualifying Termination, which amount shall be payable in equal installments, in accordance with the Company’s installments on Employer's regular payroll policiesdates, during for the period (such period, the "Severance Period") beginning on the first business day immediately following Date of Termination (as defined below) and ending on the six later of (6i) month the third anniversary of the Commencement Date and (ii) the second anniversary of the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service;Termination; plus (B) a portion of Executive’s Annual if the Company achieves the performance objectives established under the Bonus Plan for the fiscal year of the Company during which Executive was employed Bonus Year that includes the Date of Separation from ServiceTermination, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such portion Bonus Year, equal to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus annual incentive bonus that would have been payable to Executive for such fiscal year Bonus Year pursuant to Section 4(b) under the Bonus Plan had Executive he remained employed for the entire fiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year Bonus Year that precede the Date of Separation from Service - Termination and the denominator of which is equal to 365, such amount to be payable to Executive on the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned;less (C) subject the amount, if any, paid or payable to Section 20(k)(iii) hereinExecutive under the terms of any severance plan, continued coverage during the period commencing severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect on the Date of Separation from Service Termination (a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum and ending on in satisfaction of Employer's obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to (x) the one year anniversary installments of the Date Base Salary then remaining to be paid to Executive pursuant to clause (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the event of Separation from Service (a Qualifying Termination, Employer shall, during the “Severance Period”) , provide Executive continued coverage under the Company’s medical, dental medical and life insurance other health plans of Employer referred to in Section 7(a5 (the "Continued Benefits") for in which Executive and his eligible dependents participating in such plans was a participant immediately prior to the Date of Separation from ServiceTermination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by active senior executives of the Company Employer under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occurs. Executive shall not have a duty to mitigate the costs to the Company Employer under this Section 9(f)(i7(f)(i), nor except that Continued Benefits shall be canceled to the extent of any payments from the Company to Executive of pursuant to this Section 9(f) be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or comparable benefit coverage offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of If Executive’s Separation from Service due to a termination of his 's employment (x) shall terminate upon his death or (y) by the Company due to his Disability or if Employer shall terminate Executive's employment for Cause or as a result of Executive’s Disability or (z) by Executive shall terminate his employment without Good Reason, in any such case Reason during the Employment Period, the Company Employer shall pay to Executive (or, in the event of Executive’s his death, to his estatebeneficiaries) the Accrued Obligations within thirty (30) days following his full Base Salary through the Date of Separation from ServiceTermination or as provided in Section 3 above. In addition, if in the case of any such termination due to Executive’s employment shall terminate upon his 's death or be terminated by Disability, if the Company as a result of Executive’s Disability during achieves the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum on performance objectives established under the Bonus Payment Date Plan for the fiscal year of the Company Bonus Year that includes the Date of Separation from ServiceTermination, but Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in no event later than two and a half (21/2) months one lump sum as soon as reasonably practicable following receipt by the end Board of the applicable fiscal year consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which such Annual Bonus was earnedis equal to 365. (iii) Except as specifically set forth Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of Employer in which Executive was a participant during his employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 9(f7(f) shall supersede the provisions of any such plant policy, program or practice), no termination benefits shall be and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7 (f)(i) as provided in respect of Executive’s employment with the Company or its Affiliatesclause (C) thereof.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his Executive's employment by the Company Employer Without Cause or Executive’s resignation from a termination by Executive of his employment for Good Reason during the Employment Period, the Company Employer shall pay to Executive (or, following his death, to Executive's beneficiary) (A) his Base Salary, within thirty payable in installments based on Employer's regular payroll practices, for the period beginning on the Date of Termination and ending on the earlier of (30x) days the last day of the Term, and (y) the third anniversary of the Date of Separation from Service, his Termination (x) Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 8(a"Severance Period") and (zB) payment for vacation time accrued if, as of the Date of Separation from Service but unused (such amounts Termination, the Company has achieved the performance objectives established under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of Executive’s Separation from Service as described in this Section 9(f)(i), provided that Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A) payments of an amount equal to the sum of (x) Executive’s Base Salary and (y) the 's annual amount of the Benefits Allowance described in Section 7(b), which amount shall be payable in equal installments, in accordance with the Company’s regular payroll policies, during the period beginning on the first business day immediately following the six (6) month anniversary of the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) a portion of Executive’s Annual Bonus incentive compensation plan for the fiscal calendar year of the Company during which Executive was employed that includes the Date of Separation from ServiceTermination, pro rated on the basis of the fraction described in the immediately following clause (B)(2) hereof, an amount, payable in one lump sum as soon as reasonably practicable following receipt by Employer of Employer's or Holding's financial statements for such portion calendar year (accompanied by an audit report of its accountants) through the Date of Termination, equal to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus amount of incentive compensation that would have been payable to Executive for such fiscal calendar year under the annual incentive compensation plan had Executive he remained employed for the entire fiscal calendar year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal calendar year that precede the Date of Separation from Service Termination and the denominator of which is equal to 365365 (such product, such the "Pro Rata Bonus"), less (C) any amount to be paid or payable to Executive on under the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executivesterms of any severance plan or program of Holding, but Employer or any of their respective subsidiaries as in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned; (C) subject to Section 20(k)(iii) herein, continued coverage during the period commencing effect on the Date of Separation from Service Termination; provided that Employer may, at any time, pay to Executive in a single lump sum and ending on in satisfaction of Employer's obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to (x) the one year anniversary installments of the Date Base Salary then remaining to be paid to Executive pursuant to clause (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, less (y) the amount, if any, remaining to be paid to Executive pursuant to any plan or program identified under clause (C) above. If Executive's employment shall terminate and he is entitled to receive continued payments of Separation from Service his Base Salary under clause (A) of this Section 7(f)(i), Employer shall (x) continue to provide to Executive during the “Severance Period”) under Period the Company’s life, medical, dental dental, accidental death and life insurance plans dismemberment and prescription drug benefits referred to in Section 7(a5 (the "Continued Benefits") and (y) reimburse Executive for expenses incurred by him for outplacement and career counseling services provided to Executive and his eligible dependents participating for an aggregate amount not in such plans immediately prior to the Date of Separation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives excess of the Company under the terms lesser of such plans as in effect from time to time; and (Di) at the discretion $25,000 and (ii) 20% of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occursExecutive's Base Salary. Executive shall not have a duty to mitigate the costs to the Company Employer under this Section 9(f)(i7(f)(i), nor except that payments of Base Salary and Continued Benefits shall any payments from the Company to Executive of pursuant to this Section 9(f) be reduced, offset reduced or canceled by to the extent of any compensation compensation, fees or fees comparable benefit coverage earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person entity for whom Executive performs services including consulting services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of If Executive’s Separation from Service due to a termination of his employment (x) upon his death or (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Separation from Service. In addition, if Executive’s 's employment shall terminate upon his death or be terminated by the Company as a result of Disability or if Employer shall terminate Executive’s Disability 's employment for Cause or Executive shall terminate his employment without Good Reason during the Employment Period, the Company Employer shall pay to Executive (orhis full Base Salary through the Date of Termination, plus, in the event case of termination upon Executive’s 's death or Disability, if the Company has achieved the pro rated performance target for such calendar year (determined as provided in Section 7(e)(ii)), the Pro Rata Bonus for the portion of the calendar year preceding Executive's Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination), plus in the case of termination upon Executive's death, to his estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date full Base Salary for the fiscal year remainder of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year pay period in which such Annual Bonus was earneddeath occurs and for one month thereafter. (iii) Except as specifically set forth in Any benefits payable to Executive under any otherwise applicable plans, policies and practices of Employer shall not be limited by this Section 9(f7(e), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliatesother than any such severance plan.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his employment by the Company Without Cause or Executive’s resignation from employment for Good Reason during the Employment Periodemployment, the Company shall pay to Executive, within thirty (30) days of the Date of Separation from ServiceTermination, his (x) Base Salary through the Date of Separation from ServiceTermination, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service Termination that are subject to reimbursement pursuant to Section 8(a7(a) and (z) payment for vacation time accrued as of the Date of Separation from Service Termination but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of any such termination of Executive’s Separation from Service employment unless such termination was for Cause (as described defined in this Section 9(f)(i7(e) below), provided that if Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Company a Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A) payments of an amount equal to the sum of (x) Executive’s Base Salary and (y) the annual amount portion of the Benefits Allowance described in Section 7(b), which amount shall be payable in equal installments, in accordance with the Company’s regular payroll policies, during the period beginning on the first business day immediately following the six (6) month anniversary of the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) a portion of Executive’s Annual ROAE Bonus for the fiscal calendar year of the Company during which Executive was employed that includes the Date of Separation from ServiceTermination, such portion to equal the product (such product, the “Pro-Rata ROAE Bonus”) of (1) the Annual ROAE Bonus that would have been payable to Executive for such fiscal calendar year had Executive remained employed for the entire fiscal calendar year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal calendar year that precede the Date of Separation from Service Termination and the denominator of which is equal to 365, such amount to be payable to Executive on at the date time such bonus would otherwise have been paid under the terms of the ROAE Bonus program if the Executive was still employed (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned); (CB) subject to Section 20(k)(iii) hereinthe extent any other incentive stock awards such as stock options, continued coverage stock appreciation rights, restricted stock, or similar which were awarded to Executive during the period commencing on the Date of Separation from Service Employment Period and ending on the one year anniversary which have not vested as of the Date of Separation from Service (the “Severance Period”) under the Company’s medicalTermination, dental such incentive stock awards will immediately become 100% vested and life insurance plans referred to in Section 7(a) for Executive exercisable and his eligible dependents participating in such plans immediately prior to the Date of Separation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to will be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and (D) payable at the discretion of times and in the Company, forms provided in the services of an outplacement agency as selected by individual award agreements; and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occurs. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i7(c)(i), nor shall any payments from the Company to Executive under items (A) or (B) of pursuant to this Section 9(f7(c)(i) be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of Executive’s Separation from Service due to a termination of his employment (x) upon his death or (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Separation from Service. In addition, if Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. (iii) Except as specifically set forth in this Section 9(f7(c), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its AffiliatesCompany.

Payments Upon Certain Terminations. (i) In the event of If Executive’s Separation from Service with the Company due to a termination of his employment is terminated by the Company Employer Without Cause or Executive’s resignation from Executive terminates his employment for Good Reason during the Employment PeriodReason, the Company Employer shall pay or provide to Executive, within thirty (30) days of Executive as severance payments and benefits the following: A. Executive shall receive his Base Salary for the period from the Date of Separation from Service, his Termination (xas defined in Section 7(h) Base Salary below) through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 8(a) and (z) payment for vacation time accrued as expiration of the Date Severance Period as set forth on Section 4 of Separation from Service but unused (such amounts under clauses (x)Attachment A, (y) and (z), collectively the “Accrued Obligations”). In addition, paid in the event of Executive’s Separation from Service semi-monthly installments as described provided in this Section 9(f)(i), provided that Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, 3; B. Executive shall be entitled to receive the following payments and benefits:product of (A) payments of an amount equal to the sum of (x) Executive’s Base Salary and (yi) the annual amount of the Benefits Allowance described in Section 7(b), which amount shall be payable in equal installments, in accordance with the Company’s regular payroll policies, during the period beginning on the first business day immediately following the six (6) month anniversary of the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus incentive compensation that would have been payable to Executive for such fiscal year had Executive remained employed pursuant to Sections 4(a), 4(c) and the Annual Incentive Compensation Plan for the entire fiscal year, calendar year in which his employment terminates with achievement of performance objectives determined based on as of the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5Date of Termination, multiplied by by (2ii) a fraction, the numerator of which is equal to the number of days in such fiscal calendar year that precede the Date of Separation from Service Termination and the denominator of which is equal 365; C. continuation of participation in Employer’s group medical plan pursuant to 365the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) at Employer’s expense until the earlier of the conclusion of the Severance Period and the date on which Executive first becomes eligible for substantially equivalent insurance coverage provided by any other entity following termination; provided, such however, that in the event Employer cannot reasonably provide Executive and his dependents with coverage under Employer’s Group Benefits Plan for the full Severance Period, Employer may provide coverage under one or more alternative plans or arrangements providing substantially equivalent coverage to the coverage then being provided to active employees and their dependants under Employer’s group benefits plan; and D. a pro-rated acceleration of the next installment in the equity vesting schedule set forth in Section 4(b) following termination based on the number of days Executive worked in the applicable twelve (12) month vesting period in which termination occurs. By way of example, if Executive is terminated by Employer without Cause or Executive terminates his employment for Good Reason and the Date of Termination is half way through the second twelve (12) month vesting period, Executive will previously have vested in 15% on the first anniversary and will be vested in 50% (representing the half-year worked) of the 20% vesting amount for the second year. (ii) Upon his death or Disability or if Employer terminates Executive’s employment for Cause, Employer shall pay Executive his Base Salary through the Date of Termination, plus, in the case of termination upon Executive’s death or Disability, a pro-rata amount of incentive compensation pursuant to the Annual Incentive Compensation Plan calculated in the same manner as Section 7(f)(i)(B) above (but excluding any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination). Executive shall not be entitled to severance compensation under any severance compensation plan of Employer; provided, however, that other than severance compensation, any benefits payable to or in respect of Executive under any otherwise applicable plans, policies and practices of Employer shall not be limited by this provision. Any payments required to be payable made on account of Executive’s death or Disability shall be made to Executive on or his designated beneficiary in the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in case of death no event later than two and a one-half (21/2) months following the end of the applicable fiscal calendar year in which such Annual Bonus was earned; (C) subject Executive’s employment terminates on account of death or Disability. Finally, Executive or his designated beneficiary in the case of death shall be entitled to the equity vested pursuant to Section 20(k)(iii) herein, continued coverage during the period commencing on the Date of Separation from Service and ending on the one year anniversary of the Date of Separation from Service (the “Severance Period”) under the Company’s medical, dental and life insurance plans referred to in Section 7(a) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occurs. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i4(b), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (iiiii) In Notwithstanding anything to the event of Executive’s Separation from Service due to a termination of his employment (x) upon his death or (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, contrary in any such case during the Employment Period, the Company shall pay to Executive (orthis Agreement, in the event of ExecutiveEmployee’s deathvoluntary termination without Good Reason or his termination for Cause, Employer shall have the right to his estatecontinue to pay Employee’s Base Salary for a period of up to twelve (12) the Accrued Obligations within thirty (30) days months following the Date of Separation from Service. In additionTermination (which period shall also be referred to as the Severance Period), if Executive’s employment shall terminate upon his death or be terminated by the Company paid in semi-monthly installments as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (orprovided in Section 3, in exchange for Employee’s compliance with the event of Executive’s deathcovenants contained in Sections 9, to his estate) the Pro-Rata Bonus10 and 1l. Finally, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. (iii) Except as specifically set forth in this Section 9(f), no termination benefits Executive shall be payable entitled to or in respect of Executive’s employment with the Company or its Affiliatesequity vested pursuant to Section 4(b).

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his employment by the Company Without Cause or Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive, within thirty (30) days of the Date of Separation from Service, his (x) Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 8(a7(a) and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of Executive’s Separation from Service as described in this Section 9(f)(i8(f)(i), provided that Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A1) payments during the period commencing on the first business day following the Date of an amount equal to Separation from Service and ending on the sum of six (x6) Executive’s Base Salary and (y) the annual amount month anniversary of the Benefits Allowance described Date of Separation from Service, Executive shall receive, in Section 7(b), which amount shall be payable in substantially equal installments, in accordance with the Company’s regular payroll policies, during an amount equal to the period beginning on lesser of (x) the first business day immediately following the six Safe Harbor Amount (6as defined below) month anniversary and (y) one-fourth (1/4th) of the Date of Separation from Service and ending on the one Severance (1as defined below) year anniversary of the Date of Separation from Service; (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such productlesser amount, the “Pro-Rata BonusInitial Severance Payment”) of (1) the Annual Bonus ); provided, that would have been payable to Executive for such fiscal year had Executive remained employed for the entire fiscal year, determined based payments shall commence on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Separation from Service and the denominator of which is equal to 365, such amount to be payable to Executive on the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months 60th day following the end of the applicable fiscal year in which such Annual Bonus was earned; (C) subject to Section 20(k)(iii) herein, continued coverage during the period commencing on the Date of Separation from Service and ending on the one year anniversary of the Date of Separation from Service (the “Severance PeriodCommencement Date”) under ), provided, further, that the Company’s medical, dental and life insurance plans referred to in Section 7(a) for Executive and his eligible dependents participating in such plans immediately prior to first installment payment shall equal the Date of Separation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives sum of the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided installments that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be would have been made by the end of the year following the year in which between the Date of Separation from Service occurs. Executive shall not have a duty to mitigate and the costs to the Company under this Section 9(f)(i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of Executive’s Separation from Service due to a termination of his employment (x) upon his death or (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Separation from Service. In addition, if Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. (iii) Except as specifically set forth in this Section 9(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.Commencement Date; and

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his Executive’s employment by the Company Without without Cause or Executive’s resignation from employment by the Executive for Good Reason during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive’s estate), within thirty (30) days of the Date of Separation from ServiceTermination, his (x) his Base Salary through the Date of Separation from ServiceTermination, to the extent not previously paid, ; and (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service Termination that are subject to reimbursement pursuant to Section 8(a) the terms hereof, and (z) payment for vacation paid time off accrued but unused as of the Date of Separation from Service but unused Termination (such amounts under clauses (x), (y) and (zy), collectively the “Accrued Obligations”). In addition, in the event of any such termination of Executive’s Separation from Service as described in this Section 9(f)(i)employment, provided that if Executive executes and delivers to the Company, within the applicable period Company a Release and Discharge of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release All Claims substantially in the form approved by the Company, Executive (or, following his death, Executive’s estate) shall be entitled to the following payments and benefits: i) Two times (A2x) payments of an amount equal to the sum of (x) the Executive’s Base Salary Salary, and (y) the annual Target Annual Bonus for the year of termination (the “Severance Payment”); ii) A pro rata bonus amount of Annual Bonus for the Benefits Allowance described year of termination (based on the number of days employed in Section 7(bthe fiscal year and based on performance achieved through the Date of Termination); iii) A cash payment equal to twenty-four (24) months times the monthly cost Executive would incur if Executive elected to receive COBRA coverage under all Company group health plans under which Executive is receiving coverage at the time of termination, and Executive will be permitted (but not required) to elect COBRA coverage under such plan or plans for any period of time up to the maximum permitted under such plan or plans; iv) The Executive shall automatically vest in all employee welfare and benefit plans in which amount the Executive was participating as of the Date of Termination, and such benefits shall be payable in equal installments, paid to Executive in accordance with the Company’s regular payroll policiesterms of such plans; v) Unless otherwise provided in an equity award agreement, during the period beginning on the first business day immediately following the six (6) month anniversary Executive shall be fully vested as of the Date of Separation from Service Termination in any and ending on the one all equity awards (1including but not limited to stock options and restricted stock) year anniversary of the Date of Separation from Service; (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which held by Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus that would have been payable to Executive for such fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Separation from Service and the denominator of which is equal to 365, such amount to be payable to Executive on the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned; (C) subject to Section 20(k)(iii) herein, continued coverage during the period commencing on the Date of Separation from Service and ending on the one year anniversary of the Date of Separation from Service (the “Severance Period”) under the Company’s medical, dental and life insurance plans referred to in Section 7(a) for Executive and his eligible dependents participating in such plans immediately prior to the such Date of Separation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occursTermination. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i7(f)(i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) hereunder be reduced, offset offset, or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by from a subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including including, but not limited to to, consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7. ii) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive If Executive’s employment shall terminate as of the effective date of such new coverage. (ii) In the event of Executive’s Separation from Service due to a termination of his employment (x) upon his death or (y) by if the Company for Cause or as a result of shall terminate Executive’s Disability or (z) by Executive without Good Reasonemployment due to Executive’s Disability, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations plus a pro rata amount of Annual Bonus (as defined in Section 7(e)((i)(2) above) within thirty (30) days following the Date of Separation from Service. Termination. iii) In addition, if the event of Executive’s termination of employment shall terminate upon his death or be terminated for any other reason, including, without limitation, termination by the Company as a result of for Cause or voluntary termination by the Executive’s Disability during the Employment Period, the Company shall pay to Executive the Accrued Obligations within thirty (or, in the event of Executive’s death, to his estate30) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes days following the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earnedTermination. (iiiiv) Except as specifically set forth in this Section 9(f7(e), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates. v) The Company shall have the right to apply and set off against the Accrued Obligations or any other amounts owing to Executive hereunder, any amounts owing by the Executive to the Company, whether pursuant to this Agreement or otherwise.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his Executive’s employment by the Company Without or OpCo without Cause or Executive’s resignation from a termination by Executive of his employment for Good Reason in either such case during the Employment Period, the Company OpCo shall pay to Executive (or, following his death, to Executive’s beneficiaries) (t) the Base Salary earned but not paid through the date of termination, (u) any vacation time accrued in accordance with this Agreement but not used through the date of termination, (v) any bonus compensation earned but unpaid on the date of termination and (w) any business expenses incurred by Executive but un-reimbursed on the date of termination, provided that such expenses and required substantiation and documentation are submitted within thirty (30) days of termination and that such expenses are reimbursable under OpCo company policy (“Final Compensation”) plus, as liquidated damages in respect of claims based on provisions of this Agreement and provided that within 60 days following the Date of Separation from ServiceTermination Executive executes, his delivers and does not revoke a general release substantially in the form attached to this Agreement as Exhibit A (xsubject to such adjustments as are delivered by the Company to Executive within ten (10) Base Salary through days after the Date of Separation from Service, Termination and as may be necessary in the Company’s determination to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred ensure a comprehensive release of claims by Executive prior to under the Date of Separation from Service that are subject to reimbursement pursuant to Section 8(a) and (z) payment for vacation time accrued as law in effect at the date of the Date execution of Separation from Service but unused (such amounts under clauses (xthe release), a lump sum equal to his Base Salary for a period of Thirty Six (y36) and months (z), collectively the “Accrued ObligationsLiquidated Damages”). In addition, in the event of Executive’s Separation from Service as described employment is terminated by the Company or OpCo without Cause or by Executive for Good Reason in this Section 9(f)(i), either such case during the Employment Period and provided that Executive executes executes, delivers and delivers does not revoke a general release of all claims in form and substance satisfactory to the Company, within the applicable for a period of time provided for under the Age Discrimination in Employment Act of 1967Eighteen (18) months, OpCo shall pay as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A) payments of an amount equal to the sum of such premiums come due (x) Executive’s Base Salary and (y) the annual amount of the Benefits Allowance described in Section 7(b), which amount shall be payable in equal installments, in accordance with the Company’s regular payroll policies, during the period beginning on the first business day immediately following the six (6) month anniversary of the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus that would have been payable to Executive for such fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Separation from Service and the denominator of which is equal to 365, such amount to be payable to Executive on the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned; (C) subject to Section 20(k)(iii) herein, continued coverage during the period commencing on the Date of Separation from Service and ending on the one year anniversary of the Date of Separation from Service (the “Severance Period”) under the Company’s medical, dental and life insurance plans referred to in Section 7(a) all COBRA premiums for Executive and his eligible dependents participating in such plans immediately prior insured dependants; (y) all premiums for Executive relating to OpCo’s group disability plan; and (z) all premiums relating to the Date of Separation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occurs. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined life insurance policy described in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage5. (ii) In the event of If Executive’s Separation from Service employment shall terminate due to a termination of his employment (x) upon his death or (y) by Disability or if the Company or OpCo shall terminate Executive’s employment for Cause or as a result of Executive’s Disability or (z) by Executive shall terminate his employment without Good Reason, in any such case each case, during the Employment Period, the Company OpCo shall pay to Executive (or, in the event of Executive’s his death, to his estatebeneficiaries) the Accrued Obligations within thirty (30) days following the Date of Separation from Service. In addition, if Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earnedFinal Compensation. (iii) Except as specifically set forth in this Section 9(f), no termination benefits shall be payable to or in respect of In the event that Executive’s employment with the Company or its AffiliatesOpCo is terminated for any reason, Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of the Company or OpCo in which Executive was a participant during his employment with Company and OpCo in accordance with the terms thereof (other than any plan that would provide severance, as severance is explicitly covered herein); provided that Executive shall not continue to accrue any additional benefits, including vacation benefits, after the Date of Termination.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his Executive's employment by the Company Employer Without Cause or Executive’s resignation from a termination by Executive of his employment for Good Reason during the Employment Period, the Company Employer shall pay to Executive, within thirty (30) days of the Date of Separation from Service, Executive his (x) full Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 8(a) Termination and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of Executive’s Separation from Service as described in this Section 9(f)(i), provided that Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A) payments of an amount equal to the sum of (x) Executive’s Base Salary and (y) the annual pro rata amount of annual incentive compensation for the Benefits Allowance described in Section 7(b), which amount shall be payable in equal installments, in accordance with portion of the Company’s regular payroll policies, during the period beginning on the first business day immediately following the six (6) month anniversary of fiscal year preceding the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus Termination that would have been payable to Executive for such fiscal year pursuant to Section 4(a) if he had Executive remained employed for the entire fiscal year, determined based on the extent to which basis of the Company actually achieves the actual performance goals for such year established pursuant to Section 5, multiplied achieved by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede Employer through the Date of Separation from Service Termination and the denominator of which is equal to 365, such amount to be payable to Executive on the date (the “Bonus Payment Date”) annual bonuses performance objectives established for such fiscal year are actually paid by year, pro rated to reflect the Company to its active executives, but in no event later than two and a half (21/2) months following calculation of such annual incentive compensation for the end portion of the applicable fiscal year preceding the Date of Termination. In addition, in the event of any such termination, Employer shall pay or, in the case of the Continued Benefits (as defined below), provide to Executive (or, following his death, to Executive's designated beneficiary or beneficiaries), as liquidated damages, (A) his Average Base Salary (as defined below), which shall be payable in installments on Employer's regular payroll dates, for the period beginning on the Date of Termination (as defined below) and ending on the second anniversary of the Date of Termination (such period, the "Severance Period") and (B) on the last day of each calendar month included in the Severance Period, an amount equal to one-twelfth of the Average Annual Bonus was earned;(as defined below); and (C) subject to Section 20(k)(iii) herein, continued coverage for Executive and his eligible dependents under Employer's medical insurance plans referred to in Section 5 (the "Continued Benefits") during the period commencing on the Termination Date of Separation from Service and ending on the one year anniversary earlier of (i) Executive's 65th birthday and (ii) the Date date of Separation from Service (the “Severance Period”) under the Company’s medical, dental and life insurance plans referred to in Section 7(a) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from Service- -- Executive's death, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company Employer under the terms of such plans as in effect from time to time; and provided that Employer may, at any time, pay to Executive, in a single lump sum -------- and in satisfaction of Employer's obligations under clauses (DA) at and (B) of this Section 7(f)(i), an amount equal to the discretion of the Company, the services of an outplacement agency as selected by and for such period of time present value (as determined by Employer using a discount rate equal to the Chief Human Resources Officer then prevailing applicable federal short-term rate under section 1274(d) of the Company; provided that in no event will Internal Revenue Code of 1986, as amended) of the duration sum of such outplacement services exceed the Severance Period installments of the Average Base Salary and that any reimbursement Average Annual Bonus then remaining to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occursto Executive pursuant to clauses (A) and (B) above. Executive shall not have a duty to mitigate the costs to the Company Employer under this Section 9(f)(i7(f)(i), nor shall any except that (i) payments from the Company to Executive of pursuant to this Section 9(f) Base Salary and Average - Annual Bonus will be reduced, offset or canceled but not below zero, by the amount of any compensation or fees earned by Executive (whether paid currently or not paid currentlydeferred) or offered to Executive during any portion of the Severance Period by a from any subsequent employer or other Person (as defined in Section 20(l17(k) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should and (ii) Continued Benefits shall be reduced or canceled if comparable -- medical benefit coverage is provided or offered to Executive receive or be offered health or medical benefits coverage during the Severance Period by a any subsequent employer or other Person for whom which Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offerincluding but not limited to consulting services, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of Executive’s Separation from Service due to a termination of his employment (x) upon his death or (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, in at any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following time after the Date of Separation from Service. In addition, if Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earnedTermination. (iii) Except as specifically set forth in this Section 9(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his Executive's employment by the Company Without Cause or Executive’s resignation from a termination by Executive of his employment for Good Reason during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive, 's estate) within thirty (30) 30 days of the Date of Separation from Service, Termination his (x) full Base Salary through the Date of Separation from Service, to the extent not previously paidTermination, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service Termination that are subject to reimbursement pursuant to Section 8(a6(b) and (z) payment for vacation time accrued as of the Date of Separation from Service Termination but unused (such amounts under clauses (x), (y) and (z), collectively the “"Accrued Obligations”"). In addition, in the event of any such termination of Executive’s Separation from Service as described in this Section 9(f)(i)'s employment, provided that Executive executes and delivers to the Company, within the applicable period Company a Release and Discharge of time provided for under the Age Discrimination Claims in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the a form approved by acceptable to the Company, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) continued payments of an amount equal to the sum of (x) Executive’s Base Salary and (y) the annual amount of the Benefits Allowance described in Section 7(b)Salary, which amount shall be payable in equal installments, installments in accordance with the Company’s 's regular payroll policies, during for the period beginning on the first business day immediately following Date of Termination and ending on the six (6) month second anniversary of the Date of Separation from Service and ending on Termination or when Executive reaches the one age of 60 years, whichever is earlier (1) year anniversary of the Date of Separation from Service"Severance Period"); (B) a portion of Executive’s Annual 's Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from ServiceTermination, such portion to equal the product (such product, the “Pro-"Pro Rata Bonus”") of (1) the Annual Bonus that would have been payable to Executive for such fiscal year had Executive he remained employed for the entire fiscal year, determined based on the extent to which year and had Executive and the Company actually achieves each achieved (but not exceeded) the target performance goals objectives for such year established pursuant to Section 5by the Board or a committee thereof, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Separation from Service Termination and the denominator of which is equal to 365, such amount to be payable to Executive on within five business days following the date (the “"Bonus Payment Date”") annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned; (C) subject payment of an amount equal to Section 20(k)(iii) herein, continued coverage during the period commencing on the Date of Separation from Service and ending on the one year anniversary 200% of the Date of Separation from Service (the “Severance Period”) under the Company’s medical, dental and life insurance plans referred to in Section 7(a) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occurs. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person Average Bonus (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of Executive’s Separation from Service due to a termination of his employment (x) upon his death or (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, in any such case during the Employment Period, the Company shall pay to Executive (ormultiplied, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following that the Date of Separation from Service. In additionTermination falls on a date after Executive reaches the age of 58 years, if Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Executive’s Disability during the Employment Periodfraction, the Company shall pay numerator of which is equal to the total number of days (working or non-working) between the day Executive (orreaches the age of 58 and the Date of Termination and the denominator of which is equal to 730, in the event of Executive’s death, such amount to his estate) the Pro-Rata Bonus, if any, in one lump sum on be paid within five business days following the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned.Termination; (iiiD) Except as specifically set forth continued coverage during the Severance Period under the Company's medical and health insurance plans referred to in this Section 9(f), no termination benefits shall be payable 5 (the "Continued Benefits") for Executive and his eligible dependents participating in such plans immediately prior to or in respect of Executive’s employment with the Company or its Affiliates.the

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his Executive’s employment by the Company Without Cause or by Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive’s estate), within thirty (30) days of the Date of Separation from ServiceTermination, his (x) his Base Salary through the Date of Separation from ServiceTermination, to the extent not previously paid, ; (y) the pro-rata amount of the Annual Bonus (based on the amount paid for the previous year) which is accrued through the date of termination; and (z) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service Termination that are subject to reimbursement pursuant to Section 8(a) the terms hereof, and (z) payment for vacation paid time off accrued as of the Date of Separation from Service Termination but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of any such termination of Executive’s Separation from Service as described in this Section 9(f)(i)employment, provided that if Executive executes and delivers to the Company, within the applicable period Company a Release and Discharge of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release All Claims substantially in the form approved by attached hereto (“Release”) within thirty (30) days after the CompanyDate of Termination, Executive shall be entitled to the following payments and benefits:benefits (provided, however, in the event of Executive’s death following the Date of Termination but prior to delivery of the executed Release, the following payments shall be paid to Executive’s estate, notwithstanding that the Release has not been executed): (A) payments of an amount equal to the sum of (x) Executive’s Base Salary and (at the Base Salary being paid on the Date of Termination), for the longer of: (x) the remaining Employment Period (assuming Executive’s employment had not terminated) or (y) one (1) year (the annual amount of the Benefits Allowance described in Section 7(b“Severance Period”), which amount shall be payable in equal installments, installments in accordance with the Company’s regular payroll policiespolicies for one year after the Date of Termination, during with the period beginning first installment being paid on the first business day immediately Company’s regular pay date following the six date which is thirty (630) month days after the Date of Termination (the “Payment Commencement Date”) (with the first installment being the sum of the Base Salary installments from the Date of Termination through the Payment Commencement Date and with subsequent installments being based on the Base Salary), and with the balance, if any, being paid pursuant to a lump sum payment on the one year anniversary date of the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service;Termination; and (B) a portion of the Executive’s Annual Bonus (at the amount of the Annual Bonus paid to the Executive for the fiscal year of the Company during which Executive was employed that includes prior to the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”Termination) of (1) the Annual Bonus that which would have been payable paid to the Executive for such fiscal year had Executive remained employed Executive’s employment continued for the entire fiscal Severance Period, duly apportioned for any partial year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Separation from Service and the denominator of which is equal to 365, such amount to be payable to Executive on the one year anniversary date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned;Date of Termination; and (C) subject to Section 20(k)(iii) herein, continued coverage during the period commencing on Executive shall automatically vest in all employee welfare and benefit plans in which the Date of Separation from Service and ending on the one year anniversary Executive was participating as of the Date of Separation from Service (the “Severance Period”) under the Company’s medical, dental Termination and life insurance plans referred to in Section 7(a) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to benefits shall be paid by active senior executives of the Company under to Executive in accordance with the terms of such plans as in effect from time to timeplans; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such Company shall provide outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company Executive for such services will be made by the end of the year following the year in which the Date of Separation from Service occursup to ninety (90) days. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i8(f)(i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) hereunder be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period remainder of the fiscal year of the Company that includes the Date of Termination by a subsequent employer or other Person (as defined below in Section 20(l18(k) below) for which Executive performs services, including including, but not limited to to, consulting services. The foregoing notwithstanding, should shall not relieve Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coveragenon-competition prohibitions provided in Section 10 below. (ii) In the event of If Executive’s Separation from Service due to a termination of his employment (x) shall terminate upon his death or (y) by the Company for Cause or as a result of due to Executive’s Disability or (z) by Executive shall resign from his employment without Good Reason, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Separation from ServiceTermination. In addition, if If the Company shall terminate Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Executive’s Disability during the Employment Periodfor Cause, the Company shall pay to Executive the termination benefits, as provided in clauses (or, in the event x) and (z) of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earnedSection 8(f)(i). (iii) Except as specifically set forth in this Section 9(f8(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates. (iv) The Company shall have the right to apply and set off against the Accrued Obligations or any other amounts owing to Executive hereunder, any amounts owing by the Executive to the Company, whether pursuant to this Agreement or otherwise.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his her employment by the Company Without Cause or Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive, within thirty (30) days of the Date of Separation from Service, his her (x) Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 8(a) and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of Executive’s Separation from Service as described in this Section 9(f)(i), provided that Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A) payments of an amount equal to the sum of (x) Executive’s Base Salary and (y) the annual amount of the Benefits Allowance described in Section 7(b), which amount shall be payable in equal installments, in accordance with the Company’s regular payroll policies, during the period beginning on the first business day immediately following the six (6) month anniversary of the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus that would have been payable to Executive for such fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Separation from Service and the denominator of which is equal to 365, such amount to be payable to Executive on the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned; (C) subject to Section 20(k)(iii) herein, continued coverage during the period commencing on the Date of Separation from Service and ending on the one year anniversary of the Date of Separation from Service (the “Severance Period”) under the Company’s medical, dental and life insurance plans referred to in Section 7(a) for Executive and his her eligible dependents participating in such plans immediately prior to the Date of Separation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occurs. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of Executive’s Separation from Service due to a termination of his her employment (x) upon his her death or (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his her estate) the Accrued Obligations within thirty (30) days following the Date of Separation from Service. In addition, if Executive’s employment shall terminate upon his her death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his her estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/22 1/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. (iii) Except as specifically set forth in this Section 9(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his Executive’s employment by the Company Without Cause or by Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive, within thirty (30) days of the Date of Separation from ServiceTermination, his her (x) Base Salary through the Date of Separation from ServiceTermination, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service Termination that are subject to reimbursement pursuant to Section 8(a) and (z) payment for vacation time accrued as of the Date of Separation from Service Termination but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of any such termination of Executive’s Separation from Service as described in this Section 9(f)(i)employment, provided that if Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Company a Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A) continued payments of an amount equal to the sum of (x) Executive’s Base Salary and (y) the annual amount of the Benefits Allowance benefits allowance described in Section 7(b), which amount shall be payable in equal installments, installments in accordance with the Company’s regular payroll policies, during for the period beginning on the first business day immediately following the six (6) month anniversary of the Date of Separation from Service Termination and ending on the one (1) year anniversary of the Date of Separation from ServiceTermination (the “Severance Period”); (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from ServiceTermination, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus that would have been payable to Executive for such fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Separation from Service Termination and the denominator of which is equal to 365, such amount to be payable to Executive on within five (5) business days following the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned; (C) subject to Section 20(k)(iii) herein, continued coverage during the period commencing on the Date of Separation from Service and ending on the one year anniversary of the Date of Separation from Service (the “Severance Period”) Period under the Company’s medical, dental and life insurance plans referred to in Section 7(a) for Executive and his her eligible dependents participating in such plans immediately prior to the Date of Separation from ServiceTermination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occurs. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) Base Salary or Pro-Rata Bonus be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of If Executive’s Separation from Service due to a termination of his employment (x) shall terminate upon his her death or (y) by if the Company shall terminate Executive’s employment for Cause or as a result of due to Executive’s Disability or (z) by Executive shall resign from her employment without Good Reason, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his her estate) the Accrued Obligations within thirty (30) days following the Date of Separation Termination, provided that in the event of Executive’s death, the said 30-day period for making such payment shall commence from Servicethe date of production to the Company of such evidence or information in respect of the Executive’s estate as the Company may require. In addition, if Executive’s employment shall terminate upon his her death or be terminated by the Company as a result of due to Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his her estate) the Pro-Rata Bonus, if any, in one lump sum on within five (5) business days following the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earnedTermination. (iii) Except as specifically set forth in this Section 9(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his Executive’s employment by the Company Employer Without Cause or Executive’s resignation from a termination by Executive of his employment for Good Reason during the Employment Period, the Company Employer shall pay to Executive (or, following his death, to Executive’s beneficiary) (A) his Base Salary, within thirty payable in installments based on Employer’s regular payroll practices, for the period beginning on the Date of Termination and ending on the earlier of (30x) days the last day of the Term, and (y) the third anniversary of the Date of Separation from Service, his Termination (x) Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 8(a“Severance Period”) and (zB) payment for vacation time accrued if, as of the Date of Separation from Service but unused (such amounts Termination, the Company has achieved the performance objectives established under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of Executive’s Separation from Service as described in this Section 9(f)(i), provided that Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A) payments of an amount equal to the sum of (x) Executive’s Base Salary and (y) the annual amount of the Benefits Allowance described in Section 7(b), which amount shall be payable in equal installments, in accordance with the Company’s regular payroll policies, during the period beginning on the first business day immediately following the six (6) month anniversary of the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) a portion of Executive’s Annual Bonus annual incentive compensation plan for the fiscal calendar year of the Company during which Executive was employed that includes the Date of Separation from ServiceTermination, pro rated on the basis of the fraction described in the immediately following clause (B)(2) hereof, an amount, payable in one lump sum as soon as reasonably practicable following receipt by Employer of Employer’s or Holding’s financial statements for such portion calendar year (accompanied by an audit report of its accountants) through the Date of Termination, equal to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus amount of incentive compensation that would have been payable to Executive for such fiscal calendar year under the annual incentive compensation plan had Executive he remained employed for the entire fiscal calendar year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal calendar year that precede the Date of Separation from Service Termination and the denominator of which is equal to 365365 (such product, such the “Pro Rata Bonus”), less (C) any amount to be paid or payable to Executive on under the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executivesterms of any severance plan or program of Holding, but Employer or any of their respective subsidiaries as in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned; (C) subject to Section 20(k)(iii) herein, continued coverage during the period commencing effect on the Date of Separation from Service Termination; provided that Employer may, at any time, pay to Executive in a single lump sum and ending on in satisfaction of Employer’s obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to (x) the one year anniversary installments of the Date Base Salary then remaining to be paid to Executive pursuant to clause (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, less (y) the amount, if any, remaining to be paid to Executive pursuant to any plan or program identified under clause (C) above. If Executive’s employment shall terminate and he is entitled to receive continued payments of Separation from Service his Base Salary under clause (A) of this Section 7(f)(i), Employer shall (x) continue to provide to Executive during the “Severance Period”) under Period the Company’s life, medical, dental dental, accidental death and life insurance plans dismemberment and prescription drug benefits referred to in Section 7(a5 (the “Continued Benefits”) and (y) reimburse Executive for expenses incurred by him for outplacement and career counseling services provided to Executive and his eligible dependents participating for an aggregate amount not in such plans immediately prior to the Date of Separation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives excess of the Company under the terms lesser of such plans as in effect from time to time; and (Di) at the discretion $25,000 and (ii) 20% of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occursExecutive’s Base Salary. Executive shall not have a duty to mitigate the costs to the Company Employer under this Section 9(f)(i7(f)(i), nor except that payments of Base Salary and Continued Benefits shall any payments from the Company to Executive of pursuant to this Section 9(f) be reduced, offset reduced or canceled by to the extent of any compensation compensation, fees or fees comparable benefit coverage earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person entity for whom Executive performs services including consulting services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of Executive’s Separation from Service due to a termination of his employment (x) upon his death or (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Separation from Service. In addition, if If Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Disability or if Employer shall terminate Executive’s Disability employment for Cause or Executive shall terminate his employment without Good Reason during the Employment Period, the Company Employer shall pay to Executive (orhis full Base Salary through the Date of Termination, plus, in the event case of termination upon Executive’s death or Disability, if the Company has achieved the pro rated performance target for such calendar year (determined as provided in Section 7(e)(ii)), the Pro Rata Bonus for the portion of the calendar year preceding Executive’s Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination), plus in the case of termination upon Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date full Base Salary for the fiscal year remainder of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year pay period in which such Annual Bonus was earneddeath occurs and for one month thereafter. (iii) Except as specifically set forth in Any benefits payable to Executive under any otherwise applicable plans, policies and practices of Employer shall not be limited by this Section 9(f7(e), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliatesother than any such severance plan.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his Executive's employment by the Company Employer Without Cause or Executive’s resignation from a termination by Executive of his employment for Good Reason during the Employment Period, the Company Employer shall pay to Executive, within thirty (30) days of the Date of Separation from Service, Executive his (x) full Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 8(a) Termination and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of Executive’s Separation from Service as described in this Section 9(f)(i), provided that Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A) payments of an amount equal to the sum of (x) Executive’s Base Salary and (y) the annual pro rata amount of annual incentive compensation for the Benefits Allowance described in Section 7(b), which amount shall be payable in equal installments, in accordance with portion of the Company’s regular payroll policies, during the period beginning on the first business day immediately following the six (6) month anniversary of fiscal year preceding the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus Termination that would have been payable to Executive for such fiscal year pursuant to Section 4(a) if he had Executive remained employed for the entire fiscal year, determined based on the extent to which basis of the Company actually achieves the actual performance goals for such year established pursuant to Section 5, multiplied achieved by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede Employer through the Date of Separation from Service Termination and the denominator of which is equal to 365, such amount to be payable to Executive on the date (the “Bonus Payment Date”) annual bonuses performance objectives established for such fiscal year are actually paid by year, pro rated to reflect the Company to its active executives, but in no event later than two and a half (21/2) months following calculation of such annual incentive compensation for the end portion of the applicable fiscal year preceding the Date of Termination. In addition, in the event of any such termination, Employer shall pay or, in the case of the Continued Benefits (as defined below), provide to Executive (or, following his death, to Executive's designated beneficiary or beneficiaries), as liquidated damages, (A) his Average Base Salary (as defined below), which shall be payable in installments on Employer's regular payroll dates, for the period beginning on the Date of Termination (as defined below) and ending on the second anniversary of the Date of Termination (such period, the "Severance Period") and (B) on the last day of each calendar month included in the Severance Period, an amount equal to one-twelfth of the Average Annual Bonus was earned;(as defined below); and (C) subject to Section 20(k)(iii) herein, continued coverage for Executive and his eligible dependents under Employer's medical insurance plans referred to in Section 5 (the "Continued Benefits") during the period commencing on the Termination Date of Separation from Service and ending on the one year anniversary earlier of (i) Executive's 65th birthday and (ii) the Date date of Separation from Service (the “Severance Period”) under the Company’s medical, dental and life insurance plans referred to in Section 7(a) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from Service- -- Executive's death, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company Employer under the terms of such plans as in effect from time to time; and provided that Employer may, at any time, pay to Executive, in a single lump sum -------- and in satisfaction of Employer's obligations under clauses (DA) at and (B) of this Section 7(f)(i), an amount equal to the discretion of the Company, the services of an outplacement agency as selected by and for such period of time present value (as determined by Employer using a discount rate equal to the Chief Human Resources Officer then prevailing applicable federal short-term rate under section 1274(d) of the Company; provided that in no event will Code) of the duration sum of such outplacement services exceed the Severance Period installments of the Average Base Salary and that any reimbursement Average Annual Bonus then remaining to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occursto Executive pursuant to clauses (A) and (B) above. Executive shall not have a duty to mitigate the costs to the Company Employer under this Section 9(f)(i7(f)(i), nor shall any except that (i) payments from the Company to Executive of pursuant to this Section 9(f) Base Salary and Average - Annual Bonus will be reduced, offset or canceled but not below zero, by the amount of any compensation or fees earned by Executive (whether paid currently or not paid currentlydeferred) or offered to Executive during any portion of the Severance Period by a from any subsequent employer or other Person (as defined in Section 20(l17(k) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should and (ii) Continued Benefits shall be -- reduced or canceled if comparable medical benefit coverage is provided or offered to Executive receive or be offered health or medical benefits coverage during the Severance Period by a any subsequent employer or other Person for whom which Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offerincluding but not limited to consulting services, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of Executive’s Separation from Service due to a termination of his employment (x) upon his death or (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, in at any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following time after the Date of Separation from Service. In addition, if Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earnedTermination. (iii) Except as specifically set forth in this Section 9(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. ​ (i) In the event of Executive’s Separation from Service with the Company due to a termination of his Executive’s employment by the Company Without Cause or by Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive, within thirty (30) days of the Date of Separation from ServiceTermination, his (x) his Base Salary through the Date of Separation from ServiceTermination, to the extent not previously paid, ; (y) the pro-rata amount of the Annual Bonus (based on the amount paid for the previous year) which is accrued through the date of termination; and (z) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service Termination that are subject to reimbursement pursuant to Section 8(a) the terms hereof, and (z) payment for vacation paid time off accrued as of the Date of Separation from Service Termination but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of any such termination of Executive’s Separation from Service as described in this Section 9(f)(i)employment, provided that if Executive executes and delivers to the Company, within the applicable period Company a Release and Discharge of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release All Claims substantially in the form approved by attached hereto (“Release”) within thirty (30) days after the CompanyDate of Termination, Executive shall be entitled to the following payments and benefits:benefits (provided, however, in the event of Executive’s death following the Date of Termination but prior to delivery of the executed Release, the following payments shall be paid to Executive’s estate, notwithstanding that the Release has not been executed): ​ (A) payments of an amount equal to the sum of (x) Executive’s Base Salary and (at the Base Salary being paid on the Date of Termination), for the longer of: (x) the remaining Employment Period (assuming Executive’s employment had not terminated) or (y) one year (the annual amount of the Benefits Allowance described in Section 7(b“Severance Period”), which amount shall be payable in equal installments, installments in accordance with the Company’s regular payroll policiespolicies for one year after the Date of Termination, during with the period beginning first installment being paid on the first business day immediately Company’s regular pay date following the six day which is thirty (630) month days after the Date of Termination (the “Payment Commencement Date”) (with the first installment being the sum of the Base Salary installments from the Date of Termination through the Payment Commencement Date and with subsequent installments being based on the Base Salary), and with the balance, if any, being paid pursuant to a lump sum payment on the one year anniversary date of the Date of Separation from Service Termination; and ending on the one (1) year anniversary of the Date of Separation from Service;​ (B) a portion of the Executive’s Annual Bonus (at the amount of the Annual Bonus paid to the Executive for the fiscal year of the Company during which Executive was employed that includes prior to the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”Termination) of (1) the Annual Bonus that would have been payable to Executive for such fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Separation from Service and the denominator of which is equal to 365Severance Period, such amount to be payable to Executive on the one-year anniversary date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned;Date of Termination; and ​ (C) subject to Section 20(k)(iii) herein, continued coverage during the period commencing on Executive shall automatically vest in all employee welfare and benefit plans in which the Date of Separation from Service and ending on the one year anniversary Executive was participating as of the Date of Separation from Service (the “Severance Period”) under the Company’s medical, dental Termination and life insurance plans referred to in Section 7(a) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to benefits shall be paid by active senior executives of the Company under to Executive in accordance with the terms of such plans as in effect from time to timeplans; and (D) at the discretion Company shall provide outplacement services to Executive for up to ninety (90) days after the Date of Termination; and ​ (E) the Company, the services of an outplacement agency as selected by Company and for such period of time as determined Executive agree that each payment made by the Chief Human Resources Officer Company to Executive pursuant to subsections (A) and (B) of this Section 8(f)(i) shall be deemed to be a separate and distinct payment for purposes of Internal Revenue Code Section 409A and the Company; provided that in no event will related regulations, as opposed to an annuity or other collective series of payments. (F) Notwithstanding anything to the duration of such outplacement services exceed contrary contained herein, to the Severance Period and that any reimbursement extent the aggregate amount to be paid by to the Company for such services will be made by Executive pursuant to Subsections ((A) and (B) of this Section 8(f)(i) during the end of the year six (6) months following the year in which the Date of Separation from Service occursTermination exceeds two (2) times the maximum amount that may be taken into account under a qualified retirement plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (“Code”), for the calendar year of such Date of Termination (the “401(a)(17) Limit”), then payment of such amount that is in excess of two (2) times the 401(a)(17) Limit shall not be paid during the sixth (6) months following the Date of Termination but instead shall be paid in a lump sum payment on the next day after the date which is six (6) months following the Date of Termination. ​ Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i8(f)(i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) hereunder be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period remainder of the fiscal year of the Company that includes the Date of Termination by a subsequent employer or other Person (as defined below in Section 20(l18(k) below) for which Executive performs services, including including, but not limited to to, consulting services. The foregoing notwithstanding, should shall not relieve Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage.non-competition prohibitions provided in Section 10 below. ​ (ii) In the event of If Executive’s Separation from Service due to a termination of his employment (x) shall terminate upon his death or (y) by the Company for Cause or as a result of due to Executive’s Disability or (z) by Executive shall resign from his employment without Good Reason, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Separation from ServiceTermination. In addition, if If the Company shall terminate ​ Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Executive’s Disability during the Employment Periodfor Cause, the Company shall pay to Executive the termination benefits as provided in clauses (or, in the event x) and (z) of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned.Section 8(f)(i). ​ (iii) Except as specifically set forth in this Section 9(f8(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.. ​ (iv) The Company shall have the right to apply and set off against the Accrued Obligations or any other amounts owing to Executive hereunder, any amounts owing by the Executive to the Company, whether pursuant to this Agreement or otherwise. Notwithstanding the foregoing, such set off shall not accelerate the time or schedule of a payment of Deferred Compensation except as permitted under Treasury Regulation Section 1.409A-3(j)(4)(xiii). ​

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his Executive’s employment by the Company Without Cause or Executive’s resignation from employment for Good Reason during the Employment PeriodCause, the Company shall pay to Executive (or, following his death, to Executive, ’s estate) within thirty (30) days of the Date of Separation from ServiceTermination, his (x) his Base Salary through the Date of Separation from ServiceTermination, to the extent not previously paid, ; (y) the pro-rata amount of the Annual Bonus (based on the amount paid for the previous year or that would have been paid but for all or a portion of such Annual Bonus not being paid due to is being 162(m) Excess Compensation) which is accrued through the date of termination); and (z) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service Termination that are subject to reimbursement pursuant to Section 8(a) the terms hereof, and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of any such termination of Executive’s Separation from Service as described in this Section 9(f)(i)employment, provided that if Executive executes and delivers to the Company, within the applicable period Company a Release and Discharge of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release All Claims substantially in the form approved by attached hereto (“Release”) within thirty (30) days after the Company, Executive shall be entitled to the following payments and benefits:Date of (A) payments of an amount equal to the sum of (x) Executive’s Base Salary and (yat the Base Salary being paid on the Date of Termination) the annual amount of the Benefits Allowance described in Section 7(b)for eighteen (18) months, which amount shall be payable in equal installments, installments in accordance with the Company’s regular payroll policies, during with the period beginning first installment being paid on the Company’s regular pay date following the day which is thirty (30) days after the Date of Termination (the “Payment Commencement Date”) (with the first business day immediately following installment being the sum of the Base Salary installments from the Date of Termination through the Payment Commencement Date, and with subsequent installments being based on the Base Salary); and (B) a lump sum payment equal to 1.5 times the average of the bonuses paid to Executive for the four (4) calendar years prior to the Date of Termination (or that would have been paid but for all or a portion of such bonuses not being paid due to such amounts being 162(m) Excess Compensation), such amount to be paid to Executive on the eighteen (18) month anniversary date of the Date of Termination. (C) The Company and Executive agree that each payment made by the Company to Executive pursuant to subsections ‎(A) and ‎(B) of this Section ‎8‎(f)‎(i) shall be deemed to be a separate and distinct payment for purposes of Internal Revenue Code Section 409A and the related regulations, as opposed to an annuity or other collective series of payments. (D) Notwithstanding anything to the contrary contained herein, to the extent the aggregate amount to be paid to the Executive pursuant to subsections ‎(A) and ‎(B) of this Section ‎8‎(f)‎(i) during the six (6) month anniversary of months following the Date of Separation from Service and ending on Termination exceeds two (2) times the one (1) year anniversary of the Date of Separation from Service; (B) maximum amount that may be taken into account under a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus that would have been payable to Executive for such fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established qualified retirement plan pursuant to Section 5401(a)(17) of the Internal Revenue Code of 1986, multiplied by as amended (“Code”), for the calendar year of such Date of Termination (the “401(a)(17) Limit”), then payment of such amount that is in excess of two (2) a fraction, times the numerator of which is equal to 401(a)(17) Limit shall not be paid during the number of days in such fiscal year that precede the Date of Separation from Service and the denominator of which is equal to 365, such amount to be payable to Executive on the date sixth (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/26) months following the end Date of Termination but instead shall be paid in a lump sum payment on the applicable fiscal year in next day after the date which such Annual Bonus was earned; is six (C6) subject to Section 20(k)(iii) herein, continued coverage during the period commencing on months following the Date of Separation from Service Termination. (E) Notwithstanding anything to the contrary contained herein, to the extent any amount set forth in clause (y) of this Section ‎8‎(f)‎(i) or subsections ‎(A) and ending on ‎(B) of this Section ‎8‎(f)‎(i) constitutes 162(m) Excess Compensation, no such 162(m) Excess Compensation shall be paid and, in lieu thereof, the one year anniversary Company shall make a Company 162(m) Contribution pursuant to the Post-2018 Deferred Compensation Plan to the Account of Executive thereunder. Executive has been furnished a copy of the Date of Separation from Service (the “Severance Period”) under the Company’s medical, dental Post-2018 Non-Qualified Deferred Compensation Plan and life insurance plans referred to in Section 7(a) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occurs. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i‎8‎(f)‎(i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) hereunder be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period remainder of the fiscal year of the Company that includes the Date of Termination by a subsequent employer the Company or other Person (as defined below in Section 20(l‎18(k) below) for which Executive performs services, including including, but not limited to to, consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of If Executive’s Separation from Service due to a termination of his employment (x) shall terminate upon his death or (y) by if the Company shall terminate Executive’s employment for Cause or as a result of due to Executive’s Disability Disability, or (z) by Executive without Good Reasonshall resign from his employment, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Separation from Service. In addition, if Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earnedTermination. (iii) Except as specifically set forth in this Section 9(f‎8‎(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliatesaffiliates. (iv) The Company shall have the right to apply and set off against the Accrued Obligations or any other amounts owing to Executive hereunder, any amounts owing by the Executive to the Company, whether pursuant to this Agreement or otherwise.