Common use of Qualifying Termination After a Change in Control Clause in Contracts

Qualifying Termination After a Change in Control. In the event of a Qualifying Termination within three (3) years after a Change in Control, the Executive shall receive, in addition to the compensation and benefits described in subparagraphs (c)(i) and (c)(vi), above, the following benefits: (i) Payment in a lump sum within thirty (30) days after the Date of Termination of a pro rata cash bonus for the year in which the Date of Termination occurs equal to the product of (x) the Highest Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination and the denominator of which is 365; (ii) Payment in a lump sum within thirty (30) days after the Date of Termination of a salary replacement amount equal to three hundred percent (300%) of the Executive's base salary as in effect prior to the termination, (iii) Payment in a lump sum within thirty (30) days after the Date of Termination of a bonus replacement amount equal to three hundred percent (300%) of the Highest Annual Bonus; (iv) Continuation, for a period of three (3) years after the Date of Termination, of the following welfare benefits and senior executive perquisites on terms at least as favorable to the Executive as those which would have been provided if the Executive's employment had continued for that time pursuant to this Agreement: medical and dental benefits, life and disability insurance, umbrella liability insurance coverage, executive physical examinations, and automobile and financial counseling allowances, with the cost of such benefits to be paid by the Corporation. To the extent the Corporation is unable to provide comparable insurance for reasons other than cost, the Corporation may provide a lesser level or no coverage and compensate the Executive for the difference in coverage through a cash lump sum payment grossed up for taxes. This payment will be tied to the cost of an individual insurance policy if it were assumed to be available. The medical and dental benefits provided hereunder shall not be considered a continuation of coverage under COBRA, and continuation coverage under COBRA shall be made available to the Executive at the end of such three (3) year period as if the Executive's employment had terminated on the last day of such period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to post-retirement welfare benefit plans, practices, programs and policies of the Corporation, the Executive shall be considered to have remained employed for three (3) years after the Date of Termination and, therefore, will be treated as having three (3) additional years of age and service credit after the Date of Termination and as having retired on the last day of such three (3) year period; (v) For purposes of determining the Executive's benefits under the Corporation's non-qualified excess and supplemental defined benefit retirement plans (the "SERP") in which the Executive participates, the Executive's benefits under the SERP shall equal the excess of (x) the actuarial equivalent (utilizing actuarial assumptions determined on a basis no less favorable to the Executive than the basis used under the terms of the Retirement Plan as in effect immediately prior to the Change in Control) of the sum of (A) the benefit under the Corporation's qualified defined benefit retirement plan (the "Retirement Plan") and (B) the benefit under any excess or supplemental retirement plans in which the Executive participates (collectively, the "SERP"), based on the Executive's period of service through the Date of Termination and assuming for this purpose that: (1) the Executive's employment continued for three years after the Date of Termination, and, therefore, the Executive had three (3) additional years of age and service credit after the Date of Termination under the Retirement Plan and the SERP, (2) all accrued benefits under the Retirement Plan and the SERP are fully vested and (3) the Executive's salary and annual bonus for each year during such three (3) year period were the salary replacement and bonus replacement amounts described in subparagraphs (ii) and (iii) above, over (y) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan, as of the Date of Termination; and (vi) Payment in a lump sum within thirty (30) days after the Date of Termination of an amount equal to the sum of the maximum matching contributions by the Corporation under the Corporation's tax-qualified and supplemental Section 401(k) plans in which the Executive participates that the Executive would have received if the Executive's employment continued for three (3) years after the Date of Termination, assuming for this purpose that: (x) the Executive's salary and annual bonus for each year during such three (3) year period were the salary replacement and bonus replacement amounts described in subparagraphs (ii) and (iii) above and (y) the Company's matching contributions are determined pursuant to the applicable provisions of the Corporation's tax-qualified and supplemental Section 401(k) plans, as in effect immediately prior to the Change in Control.

Qualifying Termination After a Change in Control. In the event of a Qualifying Termination within three (3) years after a Change in Control, the Executive shall receive, in addition to the compensation and benefits described in subparagraphs (c)(i) and (c)(vi), above, the following benefits: (i) Payment in a lump sum within thirty (30) days after the Date of Termination of a A pro rata cash bonus for the year in which the Date of Termination occurs equal occurs, determined and paid in accordance with the terms of the then current annual bonus plan applicable to the product of (x) the Highest Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination and the denominator of which is 365;Executive, (ii) Payment in a lump sum within thirty (30) days after the Date of Termination of a salary replacement amount equal to three hundred percent (300%) of the Executive's base salary as in effect prior to the termination, (iii) Payment in a lump sum within thirty (30) days after the Date of Termination of a bonus replacement amount equal to three hundred percent (300%) of the Highest Annual Bonus;highest of the annual bonuses payable to the Executive for the three (3) years preceding the year in which the Date of Termination occurs, (iv) Continuation, for a period of three (3) years after the Date of Termination, of the following welfare benefits and senior executive perquisites on terms at least as favorable to the Executive as those which would have been provided if the Executive's employment had continued for that time pursuant to this Agreement: medical and dental benefits, life and disability insurance, umbrella liability insurance coverage, executive physical examinations, and automobile and financial counseling allowances, with the cost of such benefits to be paid by the Corporation. To the extent the Corporation is unable to provide comparable insurance for reasons other than cost, the Corporation may provide a lesser level or no coverage and compensate the Executive for the difference in coverage through a cash lump sum payment grossed up for taxes. This payment will be tied to the cost of an individual insurance policy if it were assumed to be available. The medical and dental benefits provided hereunder shall not be considered a continuation of coverage under COBRA, and continuation coverage under COBRA shall be made available to the Executive at the end of such three (3) year period as if the Executive's employment had terminated on the last day of such period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to post-retirement welfare benefit plans, practices, programs and policies of the Corporation, the Executive shall be considered to have remained employed for three (3) years after the Date of Termination and, therefore, will be treated as having three (3) additional years of age and service credit after the Date of Termination and as having retired on the last day of such three (3) year period;, (v) For purposes Immediate vesting of determining the Executive's benefits under the Corporation's non-interests in all non- qualified excess and supplemental defined benefit retirement plans (the "SERP") in which the Executive participates, the Executive's benefits under the SERP shall equal the excess of (x) the actuarial equivalent (utilizing actuarial assumptions determined on a basis no less favorable to the Executive than the basis used under the terms of the Retirement Plan as in effect immediately prior to the Change in Control) of the sum of (A) the benefit under the Corporation's qualified defined benefit retirement plan (the "Retirement Plan") and (B) the benefit under any excess or supplemental retirement plans in which the Executive participates (collectivelyincluding, the "SERP"but not by way of limitation, supplemental Section 401(k) plans), based calculated on the basis of the Executive's actual period of service through the Date of Termination and assuming for this purpose that: (1) the Executive's employment continued for three years after the Date of Termination, and, therefore, the Executive had plus three (3) years, giving effect for that additional years of age and service credit after the Date of Termination under the Retirement Plan and the SERP, (2) all accrued benefits under the Retirement Plan and the SERP are fully vested and (3) the Executive's salary and annual bonus for each year during such three (3) year period were to the salary replacement and bonus replacement amounts described in subparagraphs (ii) and (iii) ), above, over (y) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan, as of the Date of Termination; and (vi) Payment in a lump sum within thirty (30) days after the Date of Termination of an amount equal to the sum of and taking into account the maximum matching contributions by the Corporation under the Corporation's tax-qualified and supplemental Section 401(k) plans in which the Executive participates that the Executive would have received if the Executive's employment continued for three (3) years after the Date of Termination, assuming for this purpose that: (x) the Executive's salary and annual bonus for each year during such three (3) year period were the salary replacement and bonus replacement amounts described in subparagraphs (ii) and (iii) above and (y) the Company's matching contributions are determined pursuant to the applicable provisions of the Corporation's tax-qualified and supplemental Section 401(k) plans, as in effect immediately prior to the Change in Control.

Qualifying Termination After a Change in Control. In the event of a Qualifying Termination within three (3) years after a Change in Control, the Executive shall receive, in addition to the compensation and benefits described in subparagraphs (c)(i) and (c)(vi), above, the following benefits: (i) Payment in a lump sum within thirty (30) days after the Date of Termination of a pro rata cash bonus for the year in which the Date of Termination occurs equal to the product of (x) the Highest Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination and the denominator of which is 365; (ii) Payment in a lump sum within thirty (30) days after the Date of Termination of a salary replacement amount equal to three hundred percent (300%) of the Executive's base salary as in effect prior to the termination, (iii) Payment in a lump sum within thirty (30) days after the Date of Termination of a bonus replacement amount equal to three hundred percent (300%) of the Highest Annual Bonus; (iv) Continuation, for a period of three (3) years after the Date of Termination, of the following welfare benefits and senior executive perquisites on terms at least as favorable to the Executive as those which would have been provided if the Executive's employment had continued for that time pursuant to this Agreement: medical and dental benefits, life and disability insurance, umbrella liability insurance coverage, executive physical examinations, and automobile and financial counseling allowances, with the cost of such benefits to be paid by the Corporation. To the extent the Corporation is unable to provide comparable insurance for reasons other than cost, the Corporation may provide a lesser level or no coverage and compensate the Executive for the difference in coverage through a cash lump sum payment grossed up for taxes. This payment will be tied to the cost of an individual insurance policy if it were assumed to be available. The medical and dental benefits provided hereunder shall not be considered a continuation of coverage under COBRA, and continuation coverage under COBRA shall be made available to the Executive at the end of such three (3) year period as if the Executive's employment had terminated on the last day of such period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to post-post- retirement welfare benefit plans, practices, programs and policies of the Corporation, the Executive shall be considered to have remained employed for three (3) years after the Date of Termination and, therefore, will be treated as having three (3) additional years of age and service credit after the Date of Termination and as having retired on the last day of such three (3) year period; (v) For purposes of determining the Executive's benefits under the Corporation's non-qualified excess and supplemental defined benefit retirement plans (the "SERP") in which the Executive participates, the Executive's benefits under the SERP shall equal the excess of (x) the actuarial equivalent (utilizing actuarial assumptions determined on a basis no less favorable to the Executive than the basis used under the terms of the Retirement Plan as in effect immediately prior to the Change in Control) of the sum of (A) the benefit under the Corporation's qualified defined benefit retirement plan (the "Retirement Plan") and (B) the benefit under any excess or supplemental retirement plans in which the Executive participates (collectively, the "SERP"), based on the Executive's period of service through the Date of Termination and assuming for this purpose that: (1) the Executive's employment continued for three years after the Date of Termination, and, therefore, the Executive had three (3) additional years of age and service credit after the Date of Termination under the Retirement Plan and the SERP, (2) all accrued benefits under the Retirement Plan and the SERP are fully vested and (3) the Executive's salary and annual bonus for each year during such three (3) year period were the salary replacement and bonus replacement amounts described in subparagraphs (ii) and (iii) above, over (y) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan, as of the Date of Termination; and (vi) Payment in a lump sum within thirty (30) days after the Date of Termination of an amount equal to the sum of the maximum matching contributions by the Corporation under the Corporation's tax-qualified and supplemental Section 401(k) plans in which the Executive participates that the Executive would have received if the Executive's employment continued for three (3) years after the Date of Termination, assuming for this purpose that: (x) the Executive's salary and annual bonus for each year during such three (3) year period were the salary replacement and bonus replacement amounts described in subparagraphs (ii) and (iii) above and (y) the Company's matching contributions are determined pursuant to the applicable provisions of the Corporation's tax-qualified and supplemental Section 401(k) plans, as in effect immediately prior to the Change in Control.

Qualifying Termination After a Change in Control. In the event of a Qualifying Termination within three (3) years after a Change in Control, the Executive shall receive, in addition to the compensation and benefits described in subparagraphs (c)(i) and (c)(vi), above, the following benefits: (i) Payment in a lump sum within thirty (30) days after the Date of Termination of a A pro rata cash bonus for the year in which the Date of Termination occurs equal occurs, determined and paid in accordance with the terms of the then current annual bonus plan applicable to the product of (x) the Highest Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination and the denominator of which is 365;Executive, (ii) Payment in a lump sum within thirty (30) days after the Date of Termination of a salary replacement amount equal to three hundred percent (300%) of the Executive's base salary as in effect prior to the termination, (iii) Payment in a lump sum within thirty (30) days after the Date of Termination of a bonus replacement amount equal to three hundred percent (300%) of the Highest Annual Bonus;highest of the annual bonuses payable to the Executive for the three (3) years preceding the year in which the Date of Termination occurs, (iv) Continuation, for a period of three (3) years after the Date of Termination, of the following welfare benefits and senior executive perquisites on terms at least as favorable to the Executive as those which would have been provided if the Executive's employment had continued for that time pursuant to this Agreement: medical and dental benefits, life and disability insurance, umbrella liability insurance coverage, executive physical examinations, and automobile and financial counseling allowances, with the cost of such benefits to be paid by the Corporation. To the extent the Corporation is unable to provide comparable insurance for reasons other than cost, the Corporation may provide a lesser level or no coverage and compensate the Executive for the difference in coverage through a cash lump sum payment grossed up for taxes. This payment will be tied to the cost of an individual insurance policy if it were assumed to be available. The medical and dental benefits provided hereunder shall not be considered a continuation of coverage under COBRA, and continuation coverage under COBRA shall be made available to the Executive at the end of such three (3) year period as if the Executive's employment had terminated on the last day of such period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to post-retirement welfare benefit plans, practices, programs and policies of the Corporation, the Executive shall be considered to have remained employed for three (3) years after the Date of Termination and, therefore, will be treated as having three (3) additional years of age and service credit after the Date of Termination and as having retired on the last day of such three (3) year period;, (v) For purposes Immediate vesting of determining the Executive's benefits under the Corporation's non-interests in all non- qualified excess and supplemental defined benefit retirement plans (the "SERP") in which the Executive participates, the Executive's benefits under the SERP shall equal the excess of (x) the actuarial equivalent (utilizing actuarial assumptions determined on a basis no less favorable to the Executive than the basis used under the terms of the Retirement Plan as in effect immediately prior to the Change in Control) of the sum of (A) the benefit under the Corporation's qualified defined benefit retirement plan (the "Retirement Plan") and (B) the benefit under any excess or supplemental retirement plans in which the Executive participates (collectivelyincluding, the "SERP"but not by way of limitation, supplemental Section 401(k) plans), based calculated on the basis of the Executive's actual period of service through the Date of Termination and assuming for this purpose that: (1) the Executive's employment continued for three years after the Date of Termination, and, therefore, the Executive had plus three (3) years, giving effect for that additional years of age and service credit after the Date of Termination under the Retirement Plan and the SERP, (2) all accrued benefits under the Retirement Plan and the SERP are fully vested and (3) the Executive's salary and annual bonus for each year during such three (3) year period were to the salary replacement and bonus replacement amounts described in subparagraphs (ii) and and (iii) above, over (y) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan, as of the Date of Termination; and (vi) Payment in a lump sum within thirty (30) days after the Date of Termination of an amount equal to the sum of and taking into account the maximum matching contributions by the Corporation under the Corporation's tax-qualified and supplemental Section 401(k) plans in which the Executive participates that the Executive would have received if the Executive's employment continued for three (3) years after the Date of Termination, assuming for this purpose that: (x) the Executive's salary and annual bonus for each year during such three (3) year period were the salary replacement and bonus replacement amounts described in subparagraphs (ii) and (iii) above and (y) the Company's matching contributions are determined pursuant to the applicable provisions of the Corporation's tax-qualified and supplemental Section 401(k) plans, as in effect immediately prior to the Change in Control.

Qualifying Termination After a Change in Control. In the event of a Qualifying Termination within three (3) years after a Change in Control, the Executive shall receive, in addition to the compensation and benefits described in subparagraphs (c)(i) and (c)(vi), above, the following benefits: (i) Payment in a lump sum within thirty (30) days after the Date of Termination of a pro rata cash bonus for the year in which the Date of Termination occurs equal to the product of (x) the Highest Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination and the denominator of which is 365; (ii) Payment in a lump sum within thirty (30) days after the Date of Termination of a salary replacement amount equal to three hundred percent (300%) of the Executive's base salary as in effect prior to the termination, (iii) Payment in a lump sum within thirty (30) days after the Date of Termination of a bonus replacement amount equal to three hundred percent (300%) of the Highest Annual Bonus; (iv) Continuation, for a period of three (3) years after the Date of Termination, of the following welfare benefits and senior executive perquisites on terms at least as favorable to the Executive as those which would have been provided if the Executive's employment had continued for that time pursuant to this Agreement: medical and dental benefits, life and disability insurance, umbrella liability insurance coverage, executive physical examinations, and automobile and financial counseling allowances, with the cost of such benefits to be paid by the Corporation. To the extent the Corporation is unable to provide comparable insurance for reasons other than cost, the Corporation may provide a lesser level or no coverage and compensate the Executive for the difference in coverage through a cash lump sum payment grossed up for taxes. This payment will be tied to the cost of an individual insurance policy if it were assumed to be available. The medical and dental benefits provided hereunder shall not be considered a continuation of coverage under COBRA, and continuation coverage under COBRA shall be made available to the Executive at the end of such three (3) year period as if the Executive's employment had terminated on the last day of such period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to post-retirement welfare benefit plans, practices, programs and policies of the Corporation, the Executive shall be considered to have remained employed for three (3) years after the Date of Termination and, therefore, will be treated as having three (3) additional years of age and service credit after the Date of Termination and as having retired on the last day of such three (3) year period; (v) For purposes of determining the Executive's benefits under the Corporation's non-qualified excess and supplemental defined benefit retirement plans (the "SERP") in which the Executive participates, the Executive's benefits under the SERP shall equal the excess of (x) the actuarial equivalent (utilizing actuarial assumptions determined on a basis no less favorable to the Executive than the basis used under the terms of the Retirement Plan as in effect immediately prior to the Change in Control) of the sum of (A) the benefit under the Corporation's qualified defined benefit retirement plan (the "Retirement Plan") and (B) the benefit under any excess or supplemental retirement plans in which the Executive participates (collectively, the "SERP"), based on the Executive's period of service through the Date of Termination and assuming for this purpose that: (1) the 1)the Executive's employment continued for three years after the Date of Termination, and, therefore, the Executive had three (3) additional years of age and service credit after the Date of Termination under the Retirement Plan and the SERP, (2) all accrued benefits under the Retirement Plan and the SERP are fully vested and (3) the Executive's salary and annual bonus for each year during such three (3) year period were the salary replacement and bonus replacement amounts described in subparagraphs (ii) and (iii) above, over (y) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan, as of the Date of Termination; and (vi) Payment in a lump sum within thirty (30) days after the Date of Termination of an amount equal to the sum of the maximum matching contributions by the Corporation under the Corporation's tax-qualified and supplemental Section 401(k) plans in which the Executive participates that the Executive would have received if the Executive's employment continued for three (3) years after the Date of Termination, assuming for this purpose that: (x) the Executive's salary and annual bonus for each year during such three (3) year period were the salary replacement and bonus replacement amounts described in subparagraphs (ii) and (iii) above and (y) the Company's matching contributions are determined pursuant to the applicable provisions of the Corporation's tax-qualified and supplemental Section 401(k) plans, as in effect immediately prior to the Change in Control.