Common use of Post-Change Period Severance Clause in Contracts

Post-Change Period Severance. If the Company or an Affiliate terminates Executive’s employment during the Post-Change Period other than as described in clause (i), (ii) or (iii) of Section 8(a), or if Executive terminates his employment pursuant to a Good Leaver Termination, Executive shall not be entitled to the severance compensation described in Section 7, and, subject to Section 9, the Company will instead pay or provide to Executive the following payments and benefits: (1) A lump sum payment in an amount equal to all Base Pay and Incentive Pay (other than for the calendar year of such termination of employment) owed to Executive for periods on or prior to the Termination Date, which payment shall be made no later than the first regularly scheduled payroll period following the Termination Date. (2) An amount equal to the sum of (x) two times Executive’s base salary pursuant to Section 4(a) (at the rate in effect immediately prior to the Termination Date) and (y) two times Incentive Pay (in an amount equal to the highest amount of Incentive Pay earned by Executive in any calendar year during the three calendar years immediately preceding the year in which the Commencement Date occurred), which amount shall be payable, commencing no earlier than the sixty-first day following such termination, in twenty-four (24) equal monthly installments (other than the first such installment, which shall include all amounts that would otherwise have been paid to Executive if payment had commenced immediately following such termination of employment) in accordance with the Company’s payroll procedures over the 24-month period following the date of Executive’s termination. (3) In the event that the Termination Date occurs after June 30th in any calendar year, a lump sum payment equal to one times Incentive Pay for such calendar year, multiplied by a fraction, the numerator of which is the number of days between (and including) January 1st of the calendar year in which the Termination Date occurs and the Termination Date, and the denominator of which is 365, which amount shall be payable no earlier than the date on which such Incentive Pay, if any, would have been paid under the applicable plan or policy of the Company absent such termination of employment, but no later than March 15th of the calendar year immediately following the calendar year of such termination. (4) For a period of 24 months following the Termination Date (the “Continuation Period”), the Company will provide Executive with medical, dental and life insurance benefits consistent with the terms in effect for such benefits for active employees of the Company during the Continuation Period. If and to the extent that any benefit described in this Section 8(c)(4) is not or cannot be paid or provided under any Company plan or program without adverse tax consequences to Executive or the Company or for any other reason, then the Company shall pay Executive for the cost of such benefits. Without otherwise limiting the purposes of Section 8(d), employee benefits otherwise receivable by Executive pursuant to this Section 8(c)(4) will be reduced to the extent comparable welfare benefits are actually received by Executive from another employer during the Continuation Period following Executive’s Termination Date, and any such benefits actually received by Executive shall be reported by Executive to the Company. The foregoing to the contrary notwithstanding, to the extent required in order to comply with Section 409A of the Code, in no event shall any such benefits be provided beyond the end of the second calendar year that begins after Executive’s “separation from service” within the meaning of Section 409A of the Code. (5) The Company will provide Executive outplacement services in the amount of $30,000.

Post-Change Period Severance. If the Company or an Affiliate terminates Executive’s employment during the Post-Change Period other than as described in clause (i), (ii) or (iii) of Section 8(a), or if Executive terminates his employment pursuant to a Good Leaver Termination, Executive shall not be entitled to the severance compensation described in Section 7, and, subject to Section 9, the Company will instead pay or provide to Executive the following payments and benefits: (1) A lump sum payment in an amount equal to all Base Pay and Incentive Pay (other than for the calendar year of such termination of employment) owed to Executive for periods on or prior to the Termination Date, which payment shall be made no later than the first regularly scheduled payroll period following the Termination Date. (2) An amount equal to the sum of (x) two times Executive’s base salary pursuant to Section 4(a) (at the rate in effect immediately prior to the Termination Date) and (y) two times Incentive Pay (in an amount equal to the highest amount of Incentive Pay earned by Executive in any calendar year during the three calendar years immediately preceding the year in which the Commencement Date occurred2007, 2008 or 2009), which amount shall be payable, commencing no earlier than the sixty-first day following such termination, in twenty-four (24) equal monthly installments (other than the first such installment, which shall include all amounts that would otherwise have been paid to Executive if payment had commenced immediately following such termination of employment) in accordance with the Company’s payroll procedures over the 24-month period following the date of Executive’s termination. (3) In the event that the Termination Date occurs after June 30th in any calendar year, a lump sum payment equal to one times Incentive Pay for such calendar year, multiplied by a fraction, the numerator of which is the number of days between (and including) January 1st of the calendar year in which the Termination Date occurs and the Termination Date, and the denominator of which is 365, which amount shall be payable no earlier than the date on which such Incentive Pay, if any, would have been paid under the applicable plan or policy of the Company absent such termination of employment, but no later than March 15th of the calendar year immediately following the calendar year of such termination. (4) For a period of 24 months following the Termination Date (the “Continuation Period”), the Company will provide Executive with medical, dental and life insurance benefits consistent with the terms in effect for such benefits for active employees of the Company during the Continuation Period. If and to the extent that any benefit described in this Section 8(c)(4) is not or cannot be paid or provided under any Company plan or program without adverse tax consequences to Executive or the Company or for any other reason, then the Company shall pay Executive for the cost of such benefits. Without otherwise limiting the purposes of Section 8(d), employee benefits otherwise receivable by Executive pursuant to this Section 8(c)(4) will be reduced to the extent comparable welfare benefits are actually received by Executive from another employer during the Continuation Period following Executive’s Termination Date, and any such benefits actually received by Executive shall be reported by Executive to the Company. The foregoing to the contrary notwithstanding, to the extent required in order to comply with Section 409A of the Code, in no event shall any such benefits be provided beyond the end of the second calendar year that begins after Executive’s “separation from service” within the meaning of Section 409A of the Code. (5) The Company will provide Executive outplacement services in the amount of $30,000.