Common use of Retirement Benefits Clause in Contracts

Retirement Benefits. (i) For purposes of eligibility for retirement, for early commencement or actuarial subsidies and for purposes of benefit accruals under any Company defined benefit pension plan (or any such alternative contractual arrangement that the Executive may have with the Company or any of its Subsidiaries), (i) Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that accrued as of the Termination Date, (ii) Executive will become fully vested in any defined benefit pension benefits provided by the Company and (iii) for purposes of calculating Executive's benefit, compensation shall include both Base Salary and Bonus; provided, that, (A) Base Salary applicable to any period of service deemed to occur after the Termination Date will be increased by five percent for each year of such additional service and (B) Executive's Bonus for each such year of additional service shall be based on the Target Bonus percentage; provided, further, that if any benefits afforded by this Agreement, including the benefits arising from the grant of additional service and age, are not provided under the qualified pension plan of the Company, the benefit, or its equivalent in value, shall be provided under a nonqualified pension plan of the Company or the general assets of the Company. Except for benefits payable under the qualified defined benefit pension plan of the Company (which shall be governed by the terms of such plan), the benefits payable under this Section 3(d) shall be paid to Executive by the Company and shall be determined pursuant to the terms of the Harcourt General Inc. Supplemental Executive Retirement Plan as in effect immediately prior to the Change of Control (the "SERP"), after giving effect to the provisions of this Section 3(d); provided that Executive may, if Executive obtains the consent of the Company, receive the benefits payable under this Section 3(d) in a lump sum or otherwise, within the Payment Period using the methodology set forth in Schedule B e. Retiree Medical. Following Executive's entitlement to continued activeemployee benefits pursuant to Section 3(b), if Executive is eligible for retiree medical benefits, using the eligibility criteria in effect immediately prior to the Change of Control, Executive shall be entitled to, and Company shall be required to pay, retiree medical coverage at the same benefit level and at the same cost to Executive as specified by the retiree medical plan in effect immediately prior to the Change of Control; provided, that for all purposes under this Section 3(e), Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that eligible to be taken into account under the retiree medical plan as of the Termination Date.

Retirement Benefits. (i) For purposes The Executive shall receive the payments specified in this Section 0.X.xx. with respect to retirement benefits, in addition to payments of eligibility for retirement, for early commencement or actuarial subsidies benefits to which he is entitled under the Retirement Income Security Plan and for purposes of benefit accruals under any Company defined benefit pension plan the Investment Plan Supplement (or any such alternative contractual arrangement that the Executive may have with the Company or any of its Subsidiaries), (itheir successor) Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that accrued as of the Termination Date, and in lieu of all payments under the Excess Benefit Plan. (a) The benefits described in section 0.X.xx.(b) below shall be calculated assuming: (i) the Company’s Excess Benefit Plan, Retirement Income Security Plan and Investment Plan Supplement (collectively, the “Retirement Plans”) had continued during the remainder of the Contract Term without change from the date of the Change in Control; (ii) the Executive will become had continued to be employed for the remainder of the Contract Term; (iii) subject to generally applicable Plan limitations, the Company’s contributions for the Executive for the remainder of the Contract Term under the Investment Plan Supplement were to be, as Company Matching Contributions, at an annual percentage rate of compensation equal to the average percentage contribution for the Executive for the three full calendar years preceding the Termination Date, but with no other contributions on behalf of the Executive; (iv) the Executive was fully vested in any defined benefit pension all benefits provided by under the Company and (iii) for purposes of calculating Executive's benefit, compensation shall include both Base Salary and Bonus; provided, that, (A) Base Salary applicable to any period of service deemed to occur after Retirement Plans on the Termination Date will be increased by five percent for each year of such additional service and Date; and (Bv) the Executive's Bonus for each such year of additional service shall be based on the Target Bonus percentage; provided, further, that if any benefits afforded by this Agreement, including the benefits arising from the grant of additional service and age, are not provided ’s Compensation taken into account under the qualified pension plan of Retirement Plans included (1) the Company, the benefit, or its equivalent in value, shall be provided under a nonqualified pension plan of the Company or the general assets of the Company. Except for benefits payable under the qualified defined benefit pension plan of the Company (which shall be governed by the terms of such plan), the benefits payable under this Section 3(d) shall be paid to Executive by the Company and shall be determined pursuant to the terms of the Harcourt General Inc. Supplemental Executive Retirement Plan as Executive’s annual base compensation in effect immediately prior to the Change Termination Date over the remainder of Control the Contract Term and (the "SERP"), after giving effect 2) any amounts paid to the provisions of this Section 3(d); provided that Executive may, if Executive obtains the consent of the Company, receive the benefits payable under this Section 3(dAgreement in lieu of a form of compensation (other than annual base compensation) in a lump sum or otherwise, within the Payment Period using the methodology set forth in Schedule B e. Retiree Medical. Following Executive's entitlement to continued activeemployee benefits pursuant to Section 3(b), if Executive is eligible for retiree medical benefits, using the eligibility criteria in effect immediately prior to the Change of Control, Executive shall be entitled to, and Company shall be required to pay, retiree medical coverage at the same benefit level and at the same cost to Executive as specified by the retiree medical plan in effect immediately prior to the Change of Control; provided, that for all purposes under this Section 3(e), Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that eligible to would ordinarily be taken into account as Compensation for purposes of the Retirement Plans if Executive had continued to be employed for the remainder of the Contract Term. (b) The payment shall equal the aggregate present value (calculated using the discount rate described in section 11) of the benefits described in (i), (ii), (iii) and (iv) below minus the aggregate present value (calculated using the discount rate described in section 11) of the benefits actually payable to the Executive under the retiree medical plan as Retirement Income Security Plan and Investment Plan Supplement: (i) the benefit that would have been paid to the Executive under the Retirement Income Security Plan, if he had elected to commence such benefit on the earliest date possible under such Plan subsequent to the Expiration Date; plus (ii) the benefit that would have been payable to the Executive under the Investment Plan Supplement; plus (iii) the benefit that would have been paid to the Executive under the “Excess Retirement Plan” provisions of the Termination Excess Benefit Plan if he had elected to commence such benefit on the earliest date possible under the Excess Benefit Plan subsequent to the Expiration Date; plus (iv) the benefit that would have been paid to the Executive under the “Excess Investment Plan” provisions of the Excess Benefit Plan. The hypothetical earnings that would have been credited on the Executive’s Investment Plan Benefit shall be determined on the basis of the discount rate described in Section 11.

Retirement Benefits. (i) For purposes of eligibility for retirement, for early commencement or actuarial subsidies and for purposes of benefit accruals under any Company defined benefit pension plan (or any such alternative contractual arrangement that the Executive may have with the Company or any of its Subsidiaries), (i) Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that accrued as of the Termination Date, (ii) Executive will become fully vested in any defined benefit pension benefits provided by the Company and (iii) for purposes of calculating Executive's benefit, compensation shall include both Base Salary and Bonus; provided, that, (A) Base Salary applicable to any period of service deemed to occur after the Termination Date will be increased by five percent for each year of such additional service and (B) Executive's Bonus for each such year of additional service shall be based on the Target Bonus percentage; provided, further, that if any benefits afforded by this Agreement, including the benefits arising from the grant of additional service and age, are not provided under the qualified pension plan of the Company, the benefit, or its equivalent in value, shall be provided under a nonqualified pension plan of the Company or the general assets of the Company. Except for benefits payable under the qualified defined benefit pension plan of the Company (which shall be governed by the terms of such plan), the benefits payable under this Section 3(d) shall be paid to Executive by the Company and shall be determined pursuant to the terms of the Harcourt General Inc. Supplemental Executive Retirement Plan as in effect immediately prior to the Change of Control (the "SERP"), after giving effect to the provisions of this Section 3(d); provided that Executive may, if Executive obtains the consent of the Company, receive the benefits payable under this Section 3(d) in a lump sum or otherwise, within the Payment Period using the methodology set forth in Schedule B e. Retiree Medical. Following Executive's entitlement to continued activeemployee active employee benefits pursuant to Section 3(b), if Executive is eligible for retiree medical benefits, using the eligibility criteria in effect immediately prior to the Change of Control, Executive shall be entitled to, and Company shall be required to pay, retiree medical coverage at the same benefit level and at the same cost to Executive as specified by the retiree medical plan in effect immediately prior to the Change of Control; provided, that for all purposes under this Section 3(e), Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that eligible to be taken into account under the retiree medical plan as of the Termination Date.

Retirement Benefits. (i) For purposes of eligibility for retirement, for early commencement or actuarial subsidies and for purposes of benefit accruals under any Company defined benefit pension plan (or any such alternative contractual arrangement that the Executive may have with the Company or any of its Subsidiaries), (i) Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that accrued as of the Termination Date, (ii) Executive will become fully vested in any defined benefit pension benefits provided by the Company and (iii) for purposes of calculating Executive's benefit, compensation shall include both Base Salary and Bonus; provided, that, (A) Base Salary applicable to any period of service deemed to occur after the Termination Date will be increased by five percent for each year of such additional service and (B) Executive's Bonus for each such year of additional service shall be based on the Target Bonus percentage; provided, further, that if any benefits afforded by this Agreement, including the benefits arising from the grant of additional service and age, are not provided under the qualified pension plan of the Company, the benefit, or its equivalent in value, shall be provided under a nonqualified pension plan of the Company or the general assets of the Company. Except for benefits payable under the qualified defined benefit pension plan of the Company (which shall be governed by the terms of such plan), the benefits payable under this Section 3(d) shall be paid to Executive by the Company and shall be determined pursuant to the terms of the Harcourt General Inc. Supplemental Executive Retirement Plan as in effect immediately prior to the Change of Control (the "SERP"), after giving effect to the provisions of this Section 3(d); provided that Executive may, if Executive obtains the consent of the Company, receive the benefits payable under this Section 3(d) in a lump sum or otherwise, within the Payment Period using the methodology set forth in Schedule B e. Retiree Medical. Following Executive's entitlement to continued activeemployee benefits pursuant to Section 3(b), if Executive is eligible for retiree medical benefits, using the eligibility criteria in effect immediately prior to the Change of Control, Executive shall be entitled to, and Company shall be required to pay, retiree medical coverage at the same benefit level and at the same cost to Executive as specified by the retiree medical plan in effect immediately prior to the Change of Control; provided, that for all purposes under this Section 3(e), Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that eligible to be taken into account under the retiree medical plan as of the Termination Date.B.

Retirement Benefits. (i) For purposes Executive shall be eligible to participate in the Company’s Salaried Retirement Plan and Supplemental Retirement Plan. In order to replace the value of eligibility for retirementpension benefits that would have been available to Executive under his former employer’s Supplemental Benefits Plan had he remained employed until age 55, for early commencement or actuarial subsidies and for purposes of benefit accruals under any Company defined benefit pension plan (or any such alternative contractual arrangement that the Executive may have with the Company shall provide to Executive a “minimum benefit,” if he retires at or any of its Subsidiaries), after age 55 as described below: (iA) Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that accrued as of the Termination Date, (ii) Executive will become fully vested in any defined The minimum benefit pension benefits provided by the Company shall be $26,800 per month, offset by the accumulated pretax value of benefits paid/payable from Executive’s former employer’s Supplemental Benefits Plan and (iii) for purposes of calculating the Company’s Salaried Retirement and Supplemental Retirement Plan. Exhibit II attached hereto compares the retirement benefits under Executive's benefit, compensation shall include both Base Salary ’s former employer’s retirement plans and Bonus; provided, that, (A) Base Salary applicable to any period of service deemed to occur after the Termination Date will be increased by five percent for each year of such additional service and Company’s retirement plans. (B) Executive's Bonus for each such year of additional service ’s benefit shall be based on payable in the Target Bonus percentage; providedform of a joint and 50% survivor annuity if Executive is married at the time of benefit commencement (with actuarial reduction for joint and survivor), furtheror as a single life annuity if Executive is unmarried at the time of benefit commencement. To the extent required to comply with, that if any benefits afforded by this Agreementor to avoid the payment of penalties under, including the benefits arising from the grant of additional service and age, are not provided under the qualified pension plan Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), as determined by the Company’s outside counsel, the benefit, or its equivalent in value, benefit payments shall be provided under a nonqualified pension plan not begin until six months following Executive’s “separation of service.” The sum of the Company or the general assets of the Company. Except for benefits payable under the qualified defined benefit pension plan of the Company (which shall be governed by the terms of such plan), the benefits payable under this Section 3(d) delayed payments shall be paid to Executive by in a single sum after six months, with monthly payments commencing thereafter. (C) In the Company and event that the benefits under the Company’s retirement plans plus the value of the Executive’s former employer’s Supplemental Benefits Plan benefits exceed the value of the minimum benefit, the minimum benefit shall be zero. The comparison of benefit values shall be calculated using the IRS specified mortality and interest rates for computing minimum lump sum payouts from qualified retirement plans for the calendar year of termination of employment, determined pursuant to the terms as of November of the Harcourt General Inc. Supplemental Executive Retirement Plan as in effect immediately prior to the Change of Control year. (the "SERP"), after giving effect to the D) The provisions of this Section 3(d); provided that Executive may, if Executive obtains 5(b)(iv) shall survive the consent termination of the Company, receive the benefits payable under this Section 3(d) in a lump sum or otherwise, within the Payment Period using the methodology set forth in Schedule B e. Retiree Medical. Following Executive's entitlement to continued activeemployee benefits pursuant to Section 3(b), if Executive is eligible for retiree medical benefits, using the eligibility criteria in effect immediately prior to the Change of Control, Executive shall be entitled to, and Company shall be required to pay, retiree medical coverage at the same benefit level and at the same cost to Executive as specified by the retiree medical plan in effect immediately prior to the Change of Control; provided, that for all purposes under this Section 3(e), Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that eligible to be taken into account under the retiree medical plan as of the Termination DateAgreement.

Retirement Benefits. (a) If the Executive's employment should terminate under such circumstances as entitle the Executive to receive payments pursuant to section 3(b) hereof, then, notwithstanding such termination, the Executive shall be deemed to continue as an active employee participant in the Corporation's pension plan for salaried employees, and the benefits payable to him, his surviving spouse or contingent annuitant shall be calculated as if he had been continuously employed by the Corporation for those years (including parts thereof) subsequent to the Date of Termination and prior to the earlier of (i) For purposes three years subsequent to the Date of eligibility for retirementTermination, for early commencement and (ii) the Executive's death or actuarial subsidies and for purposes attainment of benefit accruals under any Company defined benefit pension plan age 65 (or any such alternative contractual arrangement that or, if earlier, the age agreed to by the Executive may have with the Company or pursuant to any of its Subsidiariesprior arrangement), at the covered remuneration set forth in the following sentences of this subsection. The covered remuneration for any part of a year remaining after the Date of Termination shall equal the number of months remaining in such year times the sum determined pursuant to section 3(b)(iv)(B) hereof and divided by twelve. The covered remuneration for the first full credited year following the Date of Termination shall equal the sum determined pursuant to section 3(b)(iv)(B) hereof. The covered remuneration for the first full credited year after the first full credited year shall equal the sum of (i) Executive will be the covered remuneration for the immediately preceding year plus (ii) the product of the Annual Salary Adjustment percentage for such credited with an additional number years times the covered remuneration for the immediately preceding year. (b) If for any reason whether by law or the terms of the Corporation's pension plan, such pension plan cannot either use the above credited years of service and age equal to the Severance Multiple beyond that accrued as of the Termination Date, (ii) Executive will become fully vested remuneration above described in any defined benefit pension benefits provided by the Company and (iiisubsection 5(a) for purposes of calculating the Executive's benefitpension benefits (including surviving spouse and contingent annuitant benefits) or cannot pay the full amount of benefits which would result from the foregoing subsections, compensation shall include both Base Salary and Bonus; provided, that, then the Corporation hereby contractually agrees to pay the difference between (Ai) Base Salary applicable to any period of service deemed to occur after the Termination Date will be increased by five percent for each year of such additional service and (B) Executive's Bonus for each such year of additional service shall be based on the Target Bonus percentage; provided, further, that if any benefits afforded by this Agreement, including the benefits arising from which would be payable if the grant of additional service and age, are not provided under the qualified pension plan of had been able to pay such benefits based upon the Company, the benefit, or its equivalent in value, shall be provided under a nonqualified pension plan of the Company or the general assets of the Company. Except for benefits payable under the qualified defined benefit pension plan of the Company (which shall be governed by the terms of such plan), the benefits payable under this Section 3(d) shall be paid to Executive by the Company and shall be determined pursuant to the terms of the Harcourt General Inc. Supplemental Executive Retirement Plan as in effect immediately prior to the Change of Control (the "SERP"), after giving effect to the provisions of this Section 3(d); provided that Executive may, if Executive obtains the consent of the Company, receive the benefits payable under this Section 3(d) in a lump sum or otherwise, within the Payment Period using the methodology set forth in Schedule B e. Retiree Medical. Following Executive's entitlement to continued activeemployee benefits pursuant to Section 3(b), if Executive is eligible for retiree medical benefits, using the eligibility criteria in effect immediately prior to the Change of Control, Executive shall be entitled to, and Company shall be required to pay, retiree medical coverage at the same benefit level and at the same cost to Executive as specified by the retiree medical plan in effect immediately prior to the Change of Control; provided, that for all purposes under this Section 3(e), Executive will be credited with an additional number of years of service and age equal covered remuneration above described in subsection 5(a), and (ii) the benefits, if any, actually paid to the Severance Multiple beyond that eligible Executive, his surviving spouse or contingent annuitant by the pension plan. The Corporation shall not be required to be taken into account under fund its obligation to pay the retiree medical plan as of the Termination Dateforegoing difference.

Retirement Benefits. (i) For purposes The Company shall pay to Executive during the remainder of eligibility for retirement, for early commencement or actuarial subsidies and for purposes of benefit accruals under any Company defined benefit pension plan (or any such alternative contractual arrangement that his life following the Executive may have with the Company or any of its Subsidiaries), (i) Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that accrued as expiration of the Termination Date, (ii) Executive will become fully vested in any defined benefit pension benefits provided by the Company and (iii) for purposes Period of calculating Executive's benefit, compensation shall include both Base Salary and Bonus; provided, that, (A) Base Salary applicable to any period of service deemed to occur after the Termination Date will be increased by five percent for each year of such additional service and (B) Executive's Bonus for each such year of additional service shall be based on the Target Bonus percentage; provided, further, that if any benefits afforded by this Agreement, including the benefits arising from the grant of additional service and age, are not provided under the qualified pension plan of the Company, the benefit, or its equivalent in value, shall be provided under a nonqualified pension plan of the Company or the general assets of the Company. Except for benefits payable under the qualified defined benefit pension plan of the Company (which shall be governed by the terms of such plan), the benefits payable under this Section 3(d) shall be paid to Executive by the Company and shall be determined pursuant to the terms of the Harcourt General Inc. Supplemental Executive Retirement Plan Employment as in effect immediately prior to such termination, and, after his death, to his surviving spouse (subject to such optional method of payment election as may be made under the Change of Control (the "SERP"Company's Employees' Retirement Plan and Supplemental Executive Retirement Plan and as further described below), after giving effect a supplemental retirement benefit which shall be equal to the excess of: (1) an aggregate benefit at least equal to the benefit that would have been paid under the Employees' Retirement Plan and Supplemental Executive Retirement Plan, subject to any plan amendments or terminations generally applicable to all of the Company's senior officers which are adopted prior to the date of such termination, if the Executive had continued to be employed and to be entitled to service credit for benefits during the remainder of such Period of Employment at an annual rate of compensation equal to his compensation and increases provided in subsections (a) and (b) (unless during such remainder the Executive dies or becomes disabled, in which event such benefit shall be reduced to reflect application of the last two sentences of subsection(e), over (2) the aggregate benefit actually payable to the Executive under the Employees' Retirement Plan and Supplemental Executive Retirement Plan. In clarification of the foregoing paragraph (1), in determining whether any actuarial reduction would apply (and the amount of such reduction, if any) under the early retirement provisions of this Section 3(dthe Employees' Retirement Plan and Supplemental Executive Retirement Plan (to reflect the early commencements of benefits); provided that , the age which the Executive would have attained at the expiration of such Period, and the accredited service he would have had at such time, shall be used. An election made by Executive under the Employees' Retirement Plan and Supplemental Executive Retirement Plan as to a joint and survivor or other optional method of payment and as to the time for commencement of payments shall be applicable to such supplemental retirement benefit, with application of discount factors no less favorable to Executive than those in effect under the Employees' Retirement Plan and Supplemental Executive Retirement Plan on the date of such termination. Notwithstanding the foregoing, Executive may, if by a notice in writing filed with the Plan Administrator for the Employees' Retirement Plan and Supplemental Executive obtains Retirement Plan, designate any person as the consent payee of amounts due hereunder after his death (in the manner, and with the effect, described in the Company's Employees' Retirement Plan and Supplemental Executive Retirement Plan). Notwithstanding the foregoing, receive in the benefits payable under this Section 3(d) in event of a lump sum or otherwise, within the Payment Period using the methodology set forth in Schedule B e. Retiree Medical. Following Executive's entitlement to continued activeemployee benefits pursuant to Section 3(b), if Executive is eligible for retiree medical benefits, using the eligibility criteria in effect immediately prior to the termination following a Change of Control, Executive the supplemental retirement benefit described above shall be entitled to, and Company shall be required to pay, retiree medical coverage at (i) calculated based upon the same benefit level and at the same cost to Executive as specified by the retiree medical plan in effect immediately prior to the Change of Control; provided, that for all purposes under this Section 3(e), Executive will be credited with an additional number of Executive's years of service at the time of the termination plus an additional five years and age disregarding the requirement of five years of participation in the Supplemental Executive Retirement Plan, and (ii) paid in a single sum within 20 days after such termination in an amount equal to the Severance Multiple beyond that eligible to be taken into account under the retiree medical plan as lump sum value of the Termination Datesuch benefit.

Retirement Benefits. (i) For purposes of eligibility for retirement, for early commencement or actuarial subsidies and for purposes of benefit accruals under any Company defined benefit pension plan (or any such alternative contractual arrangement that the Executive may have with the Company or any of its Subsidiaries), (i) Executive will shall be credited with an additional number of years of service and age equal to eligible for a benefit payable under the Severance Multiple beyond that accrued as of the Termination Date, (ii) Executive will become fully vested in any defined benefit pension benefits provided by the Company and (iii) for purposes of calculating Retirement Plan. Executive's benefit, compensation shall include both Base Salary and Bonus; provided, that, (A) Base Salary applicable to any period of service deemed to occur after benefit under the Termination Date will be increased by five percent for each year of such additional service and (B) Executive's Bonus for each such year of additional service Retirement Plan shall be based on Executive's period of employment through the Target Bonus percentageEffective Date and assuming for this purpose that (1) Executive's employment continued through the Payment Period and, therefore, Executive had 18 months additional age and service credit, (2) all accrued benefits under the Retirement Plan are fully vested, and (3) Executive's Continuation Benefits and Short-Term Incentive Plan benefit payable under Section 2(b)(ii) constitute compensation taken into account under the Retirement Plan. (ii) In lieu of Executive's right to receive certain benefits under the Prior Agreement, the amount of each annual benefit payment, payable as a single life annuity, shall be increased by $700,000. (iii) Executive may elect to begin payment of the Retirement Plan Benefit beginning as of the first day of the month coincident with or next following the Effective Date, without reduction for early commencement. (iv) The normal form of the Retirement Plan Benefit shall be a single life annuity; provided, furtherhowever, that if any benefits afforded by this Agreement, including Executive may elect to receive his entire Retirement Plan Benefit (the sum of the benefits arising from described in Sections 2(e)(i) and 2(e)(ii) above) in any one of the grant annuity forms of additional service and age, are not provided benefit available under the Company's tax- qualified pension plan of defined benefit plan, as elected by Executive pursuant to procedures established by the Company, . (v) The determination of Executive's benefit under the benefit, or its equivalent in value, Retirement Plan shall be provided under a nonqualified pension plan of the Company or the general assets of performed by the Company's pension actuary, and the calculation shall be binding on the parties hereto. Except for benefits payable under For purposes of converting annuity payments from one form to another actuarially equivalent form, actuarial equivalence will be determined using the actuarial assumptions used in the Company's tax- qualified defined benefit pension plan of the Company (which shall be governed by the terms of for such plan), the benefits payable under this Section 3(d) shall be paid to Executive by the Company and shall be determined pursuant to the terms of the Harcourt General Inc. Supplemental Executive Retirement Plan as in effect immediately prior to the Change of Control (the "SERP"), after giving effect to the provisions of this Section 3(d); provided that Executive may, if Executive obtains the consent of the Company, receive the benefits payable under this Section 3(d) in a lump sum or otherwise, within the Payment Period using the methodology set forth in Schedule B e. Retiree Medical. Following Executive's entitlement to continued activeemployee benefits pursuant to Section 3(b), if Executive is eligible for retiree medical benefits, using the eligibility criteria in effect immediately prior to the Change of Control, Executive shall be entitled to, and Company shall be required to pay, retiree medical coverage at the same benefit level and at the same cost to Executive as specified by the retiree medical plan in effect immediately prior to the Change of Control; provided, that for all purposes under this Section 3(e), Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that eligible to be taken into account under the retiree medical plan as of the Termination Datepurpose.

Retirement Benefits. (i) For purposes The Executive shall receive the payments specified in this Section 8.A.v. with respect to retirement benefits, in addition to payments of eligibility for retirement, for early commencement or actuarial subsidies benefits to which he is entitled under the Retirement Income Security Plan and for purposes of benefit accruals under any Company defined benefit pension plan the Investment Plan Supplement (or any such alternative contractual arrangement that the Executive may have with the Company or any of its Subsidiaries), (itheir successor) Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that accrued as of the Termination Date, and in lieu of all payments under the Excess Benefit Plan. (a) The benefits described in section 8.A.v. (b) below shall be calculated assuming: (i) the Company’s Excess Benefit Plan, Retirement Income Security Plan and Investment Plan Supplement (collectively, the “Retirement Plans”) had continued during the remainder of the Contract Term without change from the date of the Change in Control; (ii) the Executive will become had continued to be employed for the remainder of the Contract Term; (iii) subject to generally applicable Plan limitations, the Company’s contributions for the Executive for the remainder of the Contract Term under the Investment Plan Supplement were to be, as Company Matching Contributions, at an annual percentage rate of compensation equal to the average percentage contribution for the Executive for the three full calendar years preceding the Termination Date, but with no other contributions on behalf of the Executive; (iv) the Executive was fully vested in any defined benefit pension all benefits provided by under the Company and (iii) for purposes of calculating Executive's benefit, compensation shall include both Base Salary and Bonus; provided, that, (A) Base Salary applicable to any period of service deemed to occur after Retirement Plans on the Termination Date will be increased by five percent for each year of such additional service and Date; and (Bv) the Executive's Bonus for each such year of additional service shall be based on the Target Bonus percentage; provided, further, that if any benefits afforded by this Agreement, including the benefits arising from the grant of additional service and age, are not provided ’s Compensation taken into account under the qualified pension plan of Retirement Plans included (1) the Company, the benefit, or its equivalent in value, shall be provided under a nonqualified pension plan of the Company or the general assets of the Company. Except for benefits payable under the qualified defined benefit pension plan of the Company (which shall be governed by the terms of such plan), the benefits payable under this Section 3(d) shall be paid to Executive by the Company and shall be determined pursuant to the terms of the Harcourt General Inc. Supplemental Executive Retirement Plan as Executive’s annual base compensation in effect immediately prior to the Change Termination Date over the remainder of Control the Contract Term and (the "SERP"), after giving effect 2) any amounts paid to the provisions of this Section 3(d); provided that Executive may, if Executive obtains the consent of the Company, receive the benefits payable under this Section 3(dAgreement in lieu of a form of compensation (other than annual base compensation) in a lump sum or otherwise, within the Payment Period using the methodology set forth in Schedule B e. Retiree Medical. Following Executive's entitlement to continued activeemployee benefits pursuant to Section 3(b), if Executive is eligible for retiree medical benefits, using the eligibility criteria in effect immediately prior to the Change of Control, Executive shall be entitled to, and Company shall be required to pay, retiree medical coverage at the same benefit level and at the same cost to Executive as specified by the retiree medical plan in effect immediately prior to the Change of Control; provided, that for all purposes under this Section 3(e), Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that eligible to would ordinarily be taken into account as Compensation for purposes of the Retirement Plans. (b) The payment shall equal the aggregate present value (calculated using the discount rate described in section 10) of the benefits described in (i), (ii), (iii) and (iv) below minus the aggregate present value (calculated using the discount rate described in section 10) of the benefits actually payable to the Executive under the retiree medical plan as Retirement Income Security Plan and Investment Plan Supplement: (i) the benefit that would have been paid to the Executive under the Retirement Income Security Plan, if he had elected to commence such benefit on the earliest date possible under such Plan subsequent to the Expiration Date; plus (ii) the benefit that would have been payable to the Executive under the Investment Plan Supplement; plus (iii) the benefit that would have been paid to the Executive under the “Excess Retirement Plan” provisions of the Termination Excess Benefit Plan if he had elected to commence such benefit on the earliest date possible under the Excess Benefit Plan subsequent to the Expiration Date; plus (iv) the benefit that would have been paid to the Executive under the “Excess Investment Plan” provisions of the Excess Benefit Plan. The hypothetical earnings that would have been credited on the Executive’s Investment Plan Benefit shall be determined on the basis of the discount rate described in Section 10.

Retirement Benefits. (i) For purposes In lieu of eligibility for retirement, for early commencement or actuarial subsidies and for purposes of any annual monetary retirement benefit accruals under any Company defined benefit pension plan (or any such alternative contractual arrangement that to which the Executive may have with might otherwise be entitled under the Company Excess Retirement Income Plan ("ERIP") and the Eastman Unfunded Retirement Income Plan ("URIP"), the Executive shall, immediately upon the earlier of the expiration of the Employment Period or any the termination of its Subsidiariesthe Executive's employment pursuant to subsections 7(b), (id) Executive will be credited with an additional number or (e), receive the first lump sum cash payment in the amount determined by Exhibit A hereto, which Exhibit is hereby made a part of years of service and age equal to the Severance Multiple beyond that accrued as of the Termination Date, (ii) Executive will become fully vested in any defined benefit pension benefits provided by the Company and (iii) for purposes of calculating Executive's benefit, compensation shall include both Base Salary and Bonus; provided, that, (A) Base Salary applicable to any period of service deemed to occur after the Termination Date will be increased by five percent for each year of such additional service and (B) Executive's Bonus for each such year of additional service shall be based on the Target Bonus percentage; provided, further, that if any benefits afforded by this Agreement. In addition, including if the benefits arising from the grant of additional service and age, are not provided under the qualified pension plan of the Company, the benefit, or its equivalent in value, shall be provided under a nonqualified pension plan of the Company or the general assets of the Company. Except for benefits payable under the qualified defined benefit pension plan of the Company (which shall be governed by the terms of such plan), the benefits payable under this Section 3(d) shall be paid to Executive by the Company and shall be determined pursuant to the terms of the Harcourt General Inc. Supplemental Executive Retirement Plan as in effect is employed hereunder immediately prior to the Change expiration of Control (the "SERP")Employment Period, after giving effect to the provisions of this Section 3(d); provided that Executive mayshall receive the second lump sum cash payment in the amount determined by Exhibit A hereto, payable no later than May 1, 2001. Finally, if Executive obtains the consent of the Company, receive the benefits payable under this Section 3(d) in a lump sum or otherwise, within the Payment Period using the methodology set forth in Schedule B e. Retiree Medical. Following Executive's entitlement to continued activeemployee benefits pursuant to Section 3(b), if Executive is eligible for retiree medical benefits, using the eligibility criteria in effect employed hereunder immediately prior to the Change expiration of Controlthe Employment Period, the Executive shall be entitled toto elect no later than the date the Company announces to participants the performance results under the Company's Long Term Performance Plan for the performance cycle under such plan ending in the year 2000, to receive the third lump sum cash payment in the amount determined by Exhibit A hereto, payable no later than May 1, 2001. If the Executive does not make a timely election as described in the immediately preceding sentence, then Executive shall continue to participate in the Company's Long Term Performance Plan after December 31, 2000, and Company shall be required receive awards of stock under such Plan with respect to paythe performance cycles that commenced prior to December 31, retiree medical coverage at 2000 and end after the same benefit level and at expiration of the same cost to Executive Employment Period as specified though the target performance levels for each such cycle had been achieved by the retiree medical plan in effect immediately prior to the Change of ControlCompany if less than target level performance is actually achieved; provided, however, that the actual delivery of company stock for each such cycle shall be made at the later of (a) the time delivery of company stock would be made to other participants in the Plan with respect to such cycle if target performance with respect to such cycle was achieved, or (b) January 31, 2001. Except as expressly provided in this Agreement, any rights that Executive may have under the incentive compensation, retirement, welfare and severance plans described in subsection 4(b) shall be determined by the terms and conditions of such plans as in effect on the Date of Termination and the Company's applicable programs and practices as in effect on the Date of Termination, and all purposes other rights under this Section 3(e), Executive will Agreement shall be credited with an additional number of years of service and age equal to the Severance Multiple beyond that eligible to be taken into account under the retiree medical plan as of the Termination Dateterminated.

Retirement Benefits. (ia) For purposes If the Executive’s employment terminates at the end of eligibility for retirement, for early commencement or actuarial subsidies and for purposes of benefit accruals under any Company defined benefit pension plan the Initial Term (or any renewal Term) as a result of either party providing written notice of termination under Section 1 hereof, Executive shall receive a retirement benefit in the cash amount of $1,700,000. If Executive continues to be employed by the Company after the Initial Term, the Executive’s retirement benefit shall increase by 25% of the Annual Salary for each year (or part thereof) he remains with the Company after the Initial Term. In addition, if the Executive is terminated by the Company without Cause or by the Executive for Good Reason, he shall also be entitled to receive, in addition to any amounts payable under Section 5.1 or 5.2 hereunder, an amount equal to the incremental retirement benefit set forth herein. (b) The retirement benefit shall be paid in equal monthly installments over a period of five years beginning on the first day of the month following the Executive’s termination of employment. In the event of the Executive’s death prior to the payment of the full amount of the retirement benefit, the remaining installments shall be paid in a lump sum to the last beneficiary designated by the Executive in writing to the Company; if no such alternative contractual arrangement beneficiary survives the Executive the lump sum shall be paid to the Executive’s estate. (c) In the event that the Executive may have with gives written notice of termination prior to the Company or any end of its Subsidiaries)the Initial Term as contemplated by Section 1 hereof, (i) Executive will be credited with an additional number of years of service shall receive Annual Salary and age equal other benefits (including bonuses awarded or declared but not yet paid) earned and accrued under this Agreement prior to the Severance Multiple beyond that accrued as effective date of the Termination Date, termination of employment (and reimbursement for expenses incurred prior to the effective date of the termination of employment as set forth in Section 3.6); (ii) Executive will become all fully vested and exercisable options granted to Executive may be exercised by Executive for a period of one year after the date of Executive’s effective date of termination (but in any defined benefit pension benefits provided by no event after the Company and original expiration date of each option as set forth in the respective option agreement relating thereto); (iii) for purposes all unvested restricted stock shall be forfeited; (iv) all unearned and unrestricted performance shares shall lapse and terminate immediately (including the performance shares granted under Section 3.4(b) of calculating Executive's benefit, compensation this Agreement); and (v) Executive shall include both Base Salary and Bonus; provided, that, (A) Base Salary applicable have no further rights to any period of service deemed to occur compensation or other benefits hereunder on or after the Termination Date will be increased by five percent for each year termination of such additional service and (B) Executive's Bonus for each such year of additional service shall be based on the Target Bonus percentage; provided, further, that if any benefits afforded by this Agreement, including the benefits arising from the grant of additional service and age, are not provided under the qualified pension plan of the Company, the benefitemployment, or its equivalent in value, shall be provided under a nonqualified pension plan of the Company or the general assets of the Company. Except for benefits payable under the qualified defined benefit pension plan of the Company (which shall be governed by the terms of such plan), the benefits payable under this Section 3(d) shall be paid to Executive by the Company and shall be determined pursuant to the terms of the Harcourt General Inc. Supplemental Executive Retirement Plan as in effect immediately prior to the Change of Control (the "SERP"), after giving effect to the provisions of this Section 3(d); provided that Executive may, if Executive obtains the consent of the Company, receive the benefits payable under this Section 3(d) in a lump sum or otherwise, within the Payment Period using the methodology set forth in Schedule B e. Retiree Medical. Following Executive's entitlement to continued activeemployee benefits pursuant to Section 3(b), if Executive is eligible for retiree medical benefits, using the eligibility criteria in effect immediately prior to the Change of Control, Executive shall be entitled to, and Company shall be required to pay, retiree medical coverage at the same benefit level and at the same cost to Executive as specified by the retiree medical plan in effect immediately prior to the Change of Control; provided, that for all purposes under this Section 3(e), Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that eligible to be taken into account under the retiree medical plan as of the Termination Dateany other rights hereunder.

Retirement Benefits. If the Executive participates in the Retirement Annuity Plan for Salaried Employees of Harley-Davidson (the “Salaried Retirement Plan”), then the Executive will be entitled to additional benefits under (i) For purposes of eligibility for retirementthe Harley-Davidson, for early commencement or actuarial subsidies Inc. Pension Benefit Restoration Plan (the “Benefit Restoration Plan”) and for purposes of benefit accruals under any Company defined benefit pension plan (or any such alternative contractual arrangement that the Executive may have with the Company or any of its Subsidiaries), (i) Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that accrued as of the Termination Date, (ii) any other supplemental retirement plan of the HDI Group in which the Executive will become fully vested participates or any other agreement between the HDI Group and the Executive providing retirement benefits for the Executive, or any successors to such plans, based on the most favorable benefit provisions of such plans in effect at any defined benefit pension benefits provided by time during the Company 180-day period prior to the date of the Change of Control Event (the Pension Restoration Plan and (iii) for purposes of calculating Executive's benefit, compensation shall include both Base Salary and Bonus; provided, that, (A) Base Salary applicable such other programs are collectively referred to any period of service deemed to occur after as the Termination Date will be increased by five percent for each year “Retirement Plans”). The amount of such additional service and (B) Executive's Bonus for each such year of additional service shall be based on the Target Bonus percentage; provided, further, that if any benefits afforded by this Agreement, including the benefits arising from the grant of additional service and age, are not provided under the qualified pension plan of the Company, the benefit, or its equivalent in value, shall be provided under a nonqualified pension plan of the Company or the general assets of the Company. Except for benefits payable under the qualified defined benefit pension plan of the Company (which shall be governed by the terms of each such plan), the benefits payable under this Section 3(d) shall Retirement Plan will be paid to Executive by the Company and shall be determined pursuant to in accordance with the terms of the Harcourt General Inc. Supplemental Executive applicable Retirement Plan and shall equal to the difference between (i) the amount the Executive (or in the event of the Executive’s death, the Executive’s surviving spouse or other beneficiary) is actually entitled to receive upon retirement or termination under the terms and conditions of the applicable Retirement Plan, and (ii) the amount the Executive (or such surviving spouse or beneficiary) would have been entitled to receive under such terms and conditions if (A) the Executive’s benefits under the applicable Retirement Plan had been fully vested on the date of Termination, (B) the Executive had continued to work until the earlier of the Executive’s 65th birthday or the third anniversary of the date of Termination, and (C) the Executive had continued to receive compensation (both base salary and, to the extent relevant under a Retirement Plan, bonuses or other compensation) during the period of assumed employment at the highest rate and at the same time as in effect such compensation was paid to the Executive during the calendar year immediately prior to preceding the date on which occurs the Change of Control (Event or the "SERP")calendar year immediately preceding the year in which occurs the date of Termination, after giving effect whichever is more beneficial to the provisions of this Section 3(d); provided that Executive may, if Executive obtains the consent of the Company, receive the benefits payable under this Section 3(d) in a lump sum or otherwise, within the Payment Period using the methodology set forth in Schedule B e. Retiree Medical. Following Executive's entitlement to continued activeemployee benefits pursuant to Section 3(b), if Executive is eligible for retiree medical benefits, using the eligibility criteria in effect immediately prior to the Change of Control, Executive shall be entitled to, and Company shall be required to pay, retiree medical coverage at the same benefit level and at the same cost to Executive as specified by the retiree medical plan in effect immediately prior to the Change of Control; provided, that for all purposes under this Section 3(e), Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that eligible to be taken into account under the retiree medical plan as of the Termination Date.

Retirement Benefits. (iA) For purposes Upon termination of eligibility employment for retirementany reason, for early commencement or actuarial subsidies and for purposes of Executive shall be entitled to a retirement benefit accruals under any Company defined benefit pension plan (or any such alternative contractual arrangement that the Executive may have calculated in accordance with the Company or any Retirement Restoration Plan (the "Restoration Plan") calculated as if Executive terminated employment at age 57 with 17 years of its Subsidiaries), (i) Executive credited service and a minimum final average pay of $1,500,000. This Restoration Plan benefit will be credited with an additional number in the form of years of service a single life annuity and age equal shall not be less than $359,222 per year (before offsets for other qualified or nonqualified plans pursuant to the Severance Multiple beyond that accrued as of the Termination Date, (ii) this Section 3(b)(v)(A)). The Restoration Plan benefit shall then be reduced by any annuity amounts otherwise payable to Executive will become fully vested in any defined benefit pension benefits provided by the Company and (iii) for purposes of calculating Executive's benefit, compensation shall include both Base Salary and Bonus; provided, that, (A) Base Salary applicable to any period of service deemed to occur after the Termination Date will be increased by five percent for each year of such additional service and (B) Executive's Bonus for each such year of additional service shall be based on the Target Bonus percentage; provided, further, that if his actual age at termination pursuant to (1) any benefits afforded by this Agreement, including the benefits arising from the grant other qualified retirement plans of additional service and age, are not provided under the qualified pension plan of UPR or the Company, (2) the Supplemental Pension Plan for Exempt Salaried Employees of Union Pacific Resources Company and Affiliates (including any annuity contracts previously secured to provide for a portion of such benefit, or its equivalent in value, shall be provided under a ) and (3) any other nonqualified pension retirement plan of the Company UPR or the general assets of the Company. Except for benefits payable under the qualified defined benefit pension plan of the Company (which shall be governed by the terms of such plan), the benefits payable under this Section 3(d) shall be paid to Executive by the Company and shall be determined pursuant to the terms of the Harcourt General Inc. Supplemental Executive Retirement each UPR Plan as in effect immediately prior to the Change of Control Effective Date) (such reduced benefit, the "SERPNet Retirement Benefit"). Executive may elect within a reasonable period of time, after giving effect to the provisions of this Section 3(d); provided that Executive may, if Executive obtains the consent of as determined by the Company, receive following his Date of Termination (as defined below) to take this Net Retirement Benefit in the benefits payable under this Section 3(d) in a form of an annuity or an actuarially equivalent lump sum or otherwisepayment upon termination, within or, to the Payment Period using extent agreed to by Executive and the methodology set forth in Schedule B e. Retiree Medical. Following Company, commencement of such distribution may be deferred pursuant to an agreement entered into by Executive and the Company prior to Executive's entitlement to continued activeemployee benefits pursuant to Section 3(b), if Executive is eligible termination of employment. The amount of such annuity or lump sum payment(s) shall be determined based on the methods used for retiree medical benefits, using calculating such amounts under the eligibility criteria Company's qualified plan in effect immediately prior to the Change as (B) Upon termination of Controlemployment for any reason, Executive shall be entitled to, and Company shall be required to pay, also become eligible for lifetime retiree medical coverage at the same benefit level for Executive and at the same cost to Executive as specified by the retiree medical plan in effect immediately prior to the Change of Control; provided, that for all purposes under this Section 3(e), Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that eligible to be taken into account under the retiree medical plan Executive's then-current spouse commencing as of the Date of Termination Dateand such retiree medical coverage shall be in accordance with that provided to Peer Executives under the Company's retiree medical plan.

Retirement Benefits. (i) For The Company shall pay the Employee, immediately upon termination of the Employee's employment, a lump sum amount which shall be computed on the basis of the definition of actuarial equivalent specified in the Retirement Plan, equal to: (A) the additional retirement benefit that would have been received by the Employee under the Retirement Plan, and (B) the full benefit that would have been received by the Employee under the Full Benefit Plan and the SERP, or such similar benefits under successor plans, if applicable, in each case calculated for all purposes as if the Employee had remained in the employment of eligibility for retirement, for early commencement or actuarial subsidies and for purposes of benefit accruals under any Company defined benefit pension plan (or any such alternative contractual arrangement that the Executive may have with the Company or any of its Subsidiaries), (i) Executive will be credited with for an additional number eighteen (18) months following the date of termination plus a period extending until said Employee would first have been eligible to retire and receive an immediately payable benefit under the Retirement Plan as if the Employee retired as of that date and elected to receive payment immediately upon termination (provided that if the Employee is already eligible to retire under the Retirement Plan and receive an immediately payable benefit, no additional age or years of service and age equal to beyond the Severance Multiple beyond that accrued as of the Termination Date, eighteen (ii18) Executive month period will become fully vested in any defined benefit pension benefits provided by the Company and (iii) be included for purposes of calculating Executive's benefit, compensation shall include both Base Salary and Bonus; provided, that, (A) Base Salary applicable to any period this payment). Such calculation of service deemed to occur after the Termination Date will be increased by five percent for each year of such additional service and (B) Executive's Bonus for each such year of additional service benefit shall be based on the Target Bonus percentage; providedhigher of the average of the final five (5) complete calendar years of the Employee's compensation preceding termination or the Employee's compensation for the calendar year preceding the year of termination, furtheras the term "compensation" is defined in the applicable plans, that if any benefits afforded by this Agreement, including but regardless of when such amounts are actually paid to the benefits arising from Employee. For purposes of computing the grant of additional service and age, are not provided benefit under the qualified pension plan of the CompanyFull Benefit Plan, the benefit, or its equivalent in value, shall be provided under a nonqualified pension plan additional Full Benefit Plan credited service computation will include the additional period of the Company or the general assets of the Company. Except for benefits payable Benefit Service deemed to have been credited under the qualified defined benefit pension plan of the Company (which shall be governed by the terms of such plan), the benefits payable under this Section 3(d) shall be paid to Executive by the Company and shall be determined pursuant to the terms of the Harcourt General Inc. Supplemental Executive Retirement Plan as in effect immediately prior to for purposes of computing the Change of Control (the "SERP"), after giving effect to the provisions of this Section 3(d); provided that Executive may, if Executive obtains the consent of the Company, receive the additional benefits payable under this Section 3(d) in a lump sum or otherwise, within the Payment Period using the methodology set forth in Schedule B e. Retiree Medical. Following Executive's entitlement to continued activeemployee benefits pursuant to Section 3(b), if Executive is eligible for retiree medical benefits, using the eligibility criteria in effect immediately prior to the Change of Control, Executive shall be entitled to, and Company shall be required to pay, retiree medical coverage at the same benefit level and at the same cost to Executive as specified by the retiree medical plan in effect immediately prior to the Change of Control; provided, that for all purposes under this Section 3(e), Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that eligible to be taken into account under the retiree medical plan as of the Termination DateRetirement Plan.

Retirement Benefits. Executive shall be paid or provided the following benefits (i) For purposes of eligibility for retirementthe “Retirement Benefits”), for early commencement or actuarial subsidies less applicable deductions and for purposes of benefit accruals under any Company defined benefit pension plan (or any such alternative contractual arrangement that the Executive may have withholdings, in accordance with the Company or any of its Subsidiaries)this Section 2 if, and only if, (i) Executive will be credited with an additional number of years of service executes the Release attached hereto as Attachment A (the “Release”) on the Retirement Date and age equal to the Severance Multiple beyond that accrued as of the Termination Date, (ii) Executive will become fully vested in does not revoke the Release within seven (7) calendar days of the date of Executive’s execution of the Release (the “Release Revocation Period”): (a) A cash lump sum equal to $1,006,200; (b) A cash bonus amount of $2,250,000; and (c) Accelerated vesting and settlement of the restricted stock units and performance stock units set forth on Schedule 1 attached hereto. Except as expressly set forth on Schedule 1, any defined benefit pension benefits provided unvested equity awards held by Executive that do not vest under this Retirement Agreement as of the Company and (iii) for purposes of calculating Executive's benefit, compensation shall include both Base Salary and Bonus; provided, that, (A) Base Salary applicable to any period of service deemed to occur after the Termination Retirement Date will be increased by five percent for each year of such additional service and (B) Executive's Bonus for each such year of additional service shall be based immediately forfeited on the Target Bonus percentage; provided, further, that if any benefits afforded by this Agreement, including the benefits arising from the grant of additional service and age, are not provided under the qualified pension plan of the Company, the benefit, or its equivalent in value, shall be provided under a nonqualified pension plan of the Company or the general assets of the CompanyRetirement Date. Except for benefits payable under the qualified defined benefit pension plan of the Company (which shall be governed by the terms of such plan), the benefits payable under this Section 3(d) shall The Retirement Benefits will be paid to Executive within 30 days after the date the Release Revocation Period ends. Executive will be responsible for the payment of any required federal, state, local or foreign taxes incurred, or to be incurred, in connection with the Retirement Benefits, and the Company shall withhold from amounts payable under this Agreement all taxes that are required to be withheld by applicable laws with respect thereto and report on any applicable federal, state, local or foreign tax reporting form any income to Executive determined by the Company and as resulting from such amounts payable or benefits provided hereunder. Amounts payable hereunder or under any other arrangement referenced herein shall not be determined pursuant subject to the terms of the Harcourt General Inc. Supplemental Executive Retirement Plan as in effect immediately prior to the Change of Control (the "SERP"), after giving effect to the provisions of this Section 3(d); provided that Executive may, if Executive obtains the consent of the Company, receive the benefits payable under this Section 3(d) in a lump sum mitigation or otherwise, within the Payment Period using the methodology set forth in Schedule B e. Retiree Medical. Following Executive's entitlement to continued activeemployee benefits pursuant to Section 3(b), if Executive is eligible for retiree medical benefits, using the eligibility criteria in effect immediately prior to the Change of Control, Executive shall be entitled to, and Company shall be required to pay, retiree medical coverage at the same benefit level and at the same cost to Executive as specified by the retiree medical plan in effect immediately prior to the Change of Control; provided, that for all purposes under this Section 3(e), Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that eligible to be taken into account under the retiree medical plan as of the Termination Dateoffset.

Retirement Benefits. (i) For purposes of eligibility for retirementIf the Termination Date is the Anticipated Retirement Date, for early commencement or actuarial subsidies and for purposes of benefit accruals under any Company defined benefit pension plan (or any such alternative contractual arrangement that the Executive may have with then the Company or any of its Subsidiaries), (i) shall pay Executive will be credited with an additional number of years of service and age equal such compensation that has been earned but not paid to the Severance Multiple beyond that accrued Executive as of the Termination Date, including any annual base salary earned but not paid through the date of Executive’s termination, any annual bonus earned by Executive for the fiscal year ending December 31, 2018, if not yet paid, and any other benefits (including without limitation equity vesting in accordance with the terms of the applicable plan and awards) to which Executive is legally entitled as of such date under the terms and conditions of any benefit plans of the Company in which Executive is participating as of such date. In addition, if the Termination Date is the Anticipated Retirement Date, subject to Executive’s satisfaction of the conditions set forth below in Section 7(b), the Company shall provide to Executive the following benefits in recognition of Executive’s contributions to a successful transition process (hereinafter the “Retirement Benefits”): (i) The Company will pay Executive a transition bonus in the amount of $2,000,000 in cash, less withholdings, within 10 business days following the expiration of the rescission period for the Second Release. (ii) If Executive will become fully vested in any defined benefit pension benefits provided by the Company elects to continue his group medical and (iii) for purposes of calculating Executive's benefit, compensation shall include both Base Salary and Bonus; provided, that, (A) Base Salary applicable to any period of service deemed to occur after the Termination Date will be increased by five percent for each year of such additional service and (B) Executive's Bonus for each such year of additional service shall be based on the Target Bonus percentage; provided, further, that if any benefits afforded by this Agreement, including the benefits arising from the grant of additional service and age, are not provided under the qualified pension plan of the Company, the benefit, or its equivalent in value, shall be provided under a nonqualified pension plan of the Company or the general assets of the Company. Except for benefits payable under the qualified defined benefit pension plan of the Company (which shall be governed by the terms of such plan), the benefits payable under this Section 3(d) shall be paid to Executive by the Company and shall be determined dental insurance pursuant to the terms of the Harcourt General Inc. Supplemental Executive Retirement Plan applicable plans and laws (“COBRA health coverage”), the Company will pay Executive’s group medical and dental health premiums at the same level of coverage as in effect immediately prior to the Change of Control (the "SERP"), after giving effect to the provisions of this Section 3(d); provided that Executive may, if Executive obtains the consent of the Company, receive the benefits payable under this Section 3(d) in a lump sum or otherwise, within the Payment Period using the methodology set forth in Schedule B e. Retiree Medical. Following Executive's entitlement to continued activeemployee benefits pursuant to Section 3(b), if Executive is eligible for retiree medical benefits, using the eligibility criteria in effect immediately prior to the Change of Control, Executive shall be entitled to, and Company shall be required to pay, retiree medical coverage at the same benefit level and at the same cost to Executive as specified by the retiree medical plan in effect immediately prior to the Change of Control; provided, that for all purposes under this Section 3(e), Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that eligible to be taken into account under the retiree medical plan as of the Termination Date, through the earliest of (A) eighteen (18) months following the Termination Date, (B) the date on which Executive becomes eligible for comparable group medical or dental coverage from any other employer, or (C) the date that COBRA health coverage ends under the applicable plan or laws. (iii) The Company will provide for vesting of the following equity awards to the extent and on the terms provided below: (1) With respect to the 11,406 shares of the Company’s common stock (“Shares”) subject to that certain restricted stock unit award dated January 19, 2018 granted to Executive (the “Deferred Cash Bonus RSU Award”), the units subject to the Deferred Cash Bonus RSU Award will vest and the restrictions on the units will lapse on the expiration of the rescission period for the Second Release. (2) Executive shall remain entitled to vest in and receive a distribution of two-thirds of (A) that certain Performance Share Award (Marketing Solutions and Other Services-Revenue) granted February 23, 2017 with a target number of Shares equal to 11,903 Shares and (B) that certain Performance Share Award (Total Shareholder Return) granted February 23, 2017 with a target number of Shares equal to 11,903 Shares, to the extent such awards are earned based on the Company’s attainment of the respective performance goals following the applicable performance period, as determined by the Compensation Committee in accordance with the terms thereof at such time and in the same manner as the Compensation Committee determines the level of payout for other employees with similar awards. Any fraction of an award earned shall be rounded to the nearest whole Share. (3) Executive shall remain entitled to vest in and receive a distribution of one-third of: (A) that certain Performance Share Award (Marketing Solutions and Other Services-Organic Growth) granted February 21, 2018 with a target number of Shares equal to 13,062 Shares, and (B) that certain Performance Share Award (Total Shareholder Return) granted February 21, 2018 with a target number of Shares equal to 13,061 Shares, to the extent such awards are earned based on the Company’s attainment of the respective performance goals following the applicable performance period, as determined by the Compensation Committee in accordance with the terms thereof at such time and in the same manner as the Compensation Committee determines the level of payout for other employees with similar awards. Any fraction of an award earned shall be rounded to the nearest whole Share.