Common use of Retirement Plan Benefits Clause in Contracts

Retirement Plan Benefits. If not already vested, the Executive shall be deemed fully vested in all Company retirement plans and/or other written agreements relating to pay upon retirement in which the Executive was a participant, party or beneficiary immediately preceding a Change of Control, and any additional plans and/or agreements in which such Executive became a participant, party or beneficiary thereafter. In addition to the foregoing, for purposes of determining the amounts to be paid to the Executive under such plans and/or agreements, the years of service with the Company and the age of the Executive under all such plans and agreements shall be deemed increased by the lesser of thirty-six (36) months or such shorter period of time as would render the Executive sixty-five (65) years of age. For purposes of this Subsection IV(c), "plans" include, without limitation, the Company's qualified pension plan, non-qualified and mid-career retirement plans, and "agreements" encompass the terms of any offer letters leading to the Executive's employment with the Company where the Executive was a signatory thereto and any written amendments to the foregoing. In the event that the terms of the plans referenced in this Subsection IV(c) do not for any reason (e.g., if plan amendments would cause disqualification of qualified plans) coincide with the provisions of this Subsection IV(c), the Executive shall be entitled to receive from the Company under the terms of this Agreement an amount equivalent to all amounts he would have received had all such plans continued in existence as in effect on the date of this Agreement after being amended to coincide with the terms of this Subsection IV(c).

Retirement Plan Benefits. If not already vested, the Executive shall be deemed fully vested as of the Measurement Date in all any Company retirement plans and/or or other written agreements between the Executive and the Company relating to pay or other benefits upon retirement in which the Executive was a participant, party or beneficiary immediately preceding a prior to the Change of in Control, and any additional plans and/or or agreements in which such Executive became a participant, party or beneficiary thereafterafter the Change in Control and before the Date of Termination. In addition to the foregoing, for purposes of determining the amounts to be paid to the Executive under such plans and/or or agreements, the years of service with the Company and the age of the Executive under all such plans and agreements shall be deemed increased by the lesser of thirtytwenty-six four (3624) months or such shorter period of time as would render the Executive sixty-five (65) years of agemonths. For purposes of this Subsection IV(cSection 4.2 (a)(iv), "the term “plans" include” includes, without limitation, the Company's ’s qualified pension plan, non-qualified pension plans, profit-sharing plans and mid-career retirement 401(k) plans, and "any companion, successor or amended plans, and the term “agreements" encompass ” encompasses, without limitation, the terms of any offer letters letter leading to the Executive's ’s employment with the Company where the Executive was a signatory thereto and thereto, any written amendments to the foregoingforegoing and any subsequent amendments on such matters. In the event that the terms of the plans referenced in this Subsection IV(cSection 4.2 (a)(iv) do not for any reason coincide with the provisions of this Section 4.2 (a)(iv) (e.g., if plan amendments would cause disqualification of qualified plans) coincide with the provisions of this Subsection IV(c), the Executive shall be entitled to receive from the Company Company, under the terms of this Agreement Agreement, an amount equivalent equal to all amounts he the Executive would have received , at the time the Executive would have received such amounts, had all such plans continued in existence as in effect on the date of this Agreement after being amended to coincide with the terms of this Subsection IV(cSection 4.2 (a)(iv).

Retirement Plan Benefits. If not already vested, the Executive shall be deemed fully vested as of the Measurement Date in all any Company retirement plans and/or or other written agreements between the Executive and the Company relating to pay or other benefits upon retirement in which the Executive was a participant, party or beneficiary immediately preceding a prior to the Change of in Control, and any additional plans and/or or agreements in which such Executive became a participant, party or beneficiary thereafterafter the Change in Control and before the Date of Termination. In addition to the foregoing, for purposes of determining the amounts to be paid to the Executive under such plans and/or or agreements, the years of service with the Company and the age of the Executive under all such plans and agreements shall be deemed increased by the lesser of thirty-six (36) months or such shorter period of time as would render the Executive sixty-five (65) years of agemonths. For purposes of this Subsection IV(cSection 4.2 (a)(iv), "the term “plans" include” includes, without limitation, the Company's ’s qualified pension plan, non-qualified pension plans, profit-sharing plans and mid-career retirement 401(k) plans, and "any companion, successor or amended plans, and the term “agreements" encompass ” encompasses, without limitation, the terms of any offer letters letter leading to the Executive's ’s employment with the Company where the Executive was a signatory thereto and thereto, any written amendments to the foregoingforegoing and any subsequent amendments on such matters. In the event that the terms of the plans referenced in this Subsection IV(cSection 4.2 (a)(iv) do not for any reason coincide with the provisions of this Section 4.2 (a)(iv) (e.g., if plan amendments would cause disqualification of qualified plans) coincide with the provisions of this Subsection IV(c), the Executive shall be entitled to receive from the Company Company, under the terms of this Agreement Agreement, an amount equivalent equal to all amounts he the Executive would have received , at the time the Executive would have received such amounts, had all such plans continued in existence as in effect on the date of this Agreement after being amended to coincide with the terms of this Subsection IV(cSection 4.2 (a)(iv).

Retirement Plan Benefits. If not already vested, the Executive shall -------------------------- be deemed fully vested as of the Termination Date in all any Company retirement plans and/or plan(s) or other written agreements agreement(s) between Executive and the Company relating to pay or other benefits upon retirement in which the Executive was a participant, party or beneficiary immediately preceding a prior to the Change of Control, and any additional plans and/or agreements plan(s) or agreement(s) in which such Executive became a participant, party or beneficiary thereafter. In addition to the foregoing, for purposes of determining the amounts to be paid to the Executive under such plans and/or agreementsplan(s) or agreement(s), the years of service with the Company and the age of the Executive under all such plans and agreements shall be deemed increased by the lesser of thirtytwenty-six four months (36) months or such shorter period of time as would render the Executive sixty-five (65) years of age24). For purposes of this Subsection IV(c), the term "plansplan(s)" includeincludes, without limitation, the Company's qualified pension plan, non-qualified and mid-career retirement pension plans, and any companion, successor or amended plan(s), and the term "agreementsagreement(s)" encompass encompasses, without limitation, the terms of any offer letters letter(s) leading to the Executive's employment with the Company where the Executive was a signatory thereto thereto, any written amendment(s) to the foregoing and any written amendments to the foregoingsubsequent agreements on such matters. In the event that the terms of the plans referenced in this Subsection IV(c) do not for any reason coincide with the provisions of this Subsection IV(c) (e.g., if plan amendments would cause disqualification of qualified plans) coincide with the provisions of this Subsection IV(c), the Executive shall be entitled to receive from the Company Company, under the terms of this Agreement Amended Agreement, an amount equivalent equal to all amounts he Executive would have received, at the time Executive would have received such amounts, had all such plans continued in existence as in effect on the date of this Amended Agreement after being amended to coincide with the terms of this Subsection IV(c).

Retirement Plan Benefits. If not already vested, the Executive shall be deemed fully vested as of the Termination Date in all any Company retirement plans and/or plan(s) or other written agreements agreement(s) between Executive and the Company relating to pay or other retirement income benefits upon retirement in which the Executive was a participant, party or beneficiary immediately preceding a prior to the Change of Control, and any additional plans and/or agreements plan(s) or agreement(s) in which such Executive became a participant, party or beneficiary thereafter. In addition to the foregoing, for purposes of determining the amounts to be paid to the Executive under such plans and/or agreementsplan(s) or agreement(s), the years of service with the Company and the age of the Executive under all such plans and agreements shall be deemed increased by the lesser of thirty-six (36) months or such shorter period of time as would render the Executive sixty-five (65) years of agemonths. For purposes of this Subsection IV(c), "plans" includethe term “plan(s)” includes, without limitation, the Company's ’s qualified pension plan, non-qualified pension plans, 401(k) plans and mid-career retirement excess 401(k) plans, and "agreements" encompass any companion, successor or amended plan(s), and the term “agreement(s)” encompasses, without limitation, the terms of any offer letters letter(s) leading to the Executive's ’s employment with the Company where the Executive was a signatory thereto thereto, any written amendment(s) to the foregoing and any written amendments to the foregoingsubsequent agreements on such matters. In the event that the terms of the plans referenced in this Subsection IV(c) do not for any reason coincide with the provisions of this Subsection IV(c) (e.g., if plan amendments would cause disqualification of qualified plans) coincide with the provisions of this Subsection IV(c), the Executive shall be entitled to receive from the Company Company, under the terms of this Agreement Amended Agreement, an amount equivalent equal to all amounts he Executive would have received received, had all such plans continued in existence as in effect on the date of this Amended Agreement after being amended to coincide with the terms of this Subsection IV(c), payable in 36 monthly installments, commencing on the first day of the month immediately following the sixth-month anniversary of Executive’s Termination Date.

Retirement Plan Benefits. If not already vested, the Executive shall be deemed fully vested as of his or her Termination of Employment in all any Company retirement plans and/or plan(s) or other written agreements agreement(s) between Executive and the Company relating to pay or other retirement income benefits upon retirement in which the Executive was a participant, party or beneficiary immediately preceding a prior to the Change of Control, and any additional plans and/or agreements plan(s) or agreement(s) in which such Executive became a participant, party or beneficiary thereafter. In addition to the foregoing, for purposes of determining the amounts to be paid to the Executive under such plans and/or agreements, the years of service with the Company and the age of the Executive under all such plans and agreements shall be deemed increased by the lesser of thirty-six (36) months or such shorter period of time as would render the Executive sixty-five (65) years of age. For purposes of this Subsection IV(cIV(e), "plans" includethe term “plan(s)” includes, without limitation, the Company's ’s qualified pension planplans, non-qualified pension plans, 401(k) plans and mid-career retirement excess 401(k) plans, and "agreements" encompass any companion, successor or amended plan(s), if any, and the term “agreement(s)” encompasses, without limitation, the terms of any offer letters letter(s) leading to the Executive's ’s employment with the Company where the Executive was a signatory thereto thereto, any written amendment(s) to the foregoing and any written amendments to the foregoingsubsequent agreements on such matters, if any. In the event that the terms of the plans referenced in this Subsection IV(cIV(e) do not for any reason coincide with the provisions of this Subsection IV(e) (e.g., if plan amendments would cause disqualification of qualified plans) coincide with the provisions of this Subsection IV(c), the Executive shall be entitled to receive from the Company Company, under the terms of this Agreement Agreement, an amount equivalent equal to all amounts he Executive would have received received, had all such plans continued in existence as in effect on the date of this Agreement after being amended to coincide with the terms of this Subsection IV(c)IV(e) payable in [ ] monthly installments, commencing on the first day of the month immediately following the six (6) month anniversary of Executive’s Termination of Employment.

Retirement Plan Benefits. If not already vested, the Executive shall be deemed fully vested as of the Termination Date in all any Company retirement plans and/or plan(s) or other written agreements agreement(s) between Executive and the Company relating to pay or other benefits upon retirement in which the Executive was a participant, party or beneficiary immediately preceding a prior to the Change of Control, and any additional plans and/or agreements plan(s) or agreement(s) in which such Executive became a participant, party or beneficiary thereafter. In addition to the foregoing, for purposes of determining the amounts to be paid to the Executive under such plans and/or agreementsplan(s) or agreement(s), the years of service with the Company and the age of the Executive under all such plans and agreements shall be deemed increased by the lesser of thirty-six twelve (3612) months or such shorter period of time as would render the Executive sixty-five (65) years of agemonths. For purposes of this Subsection IV(c), the term "plansplan(s)" includeincludes, without limitation, the Company's ’s qualified pension plan, non-qualified and mid-career retirement pension plans, and any companion, successor or amended plan(s), and the term "agreementsagreement(s)" encompass encompasses, without limitation, the terms of any offer letters letter(s) leading to the Executive's ’s employment with the Company where the Executive was a signatory thereto thereto, any written amendment(s) to the foregoing and any written amendments to the foregoingsubsequent agreements on such matters. In the event that the terms of the plans referenced in this Subsection IV(c) do not for any reason coincide with the provisions of this Subsection IV(c) (e.g., if plan amendments would cause disqualification of qualified plans) coincide with the provisions of this Subsection IV(c), the Executive shall be entitled to receive from the Company Company, under the terms of this Agreement Agreement, an amount equivalent equal to all amounts he Executive would have received, at the time Executive would have received such amounts, had all such plans continued in existence as in effect on the date of this Agreement after being amended to coincide with the terms of this Subsection IV(c).

Retirement Plan Benefits. If not already vested, the Executive shall be deemed fully vested as of his or her Termination of Employment in all any Company retirement plans and/or plan(s) or other written agreements agreement(s) between Executive and the Company relating to pay or other retirement income benefits upon retirement in which the Executive was a participant, party or beneficiary immediately preceding a prior to the Change of Control, and any additional plans and/or agreements plan(s) or agreement(s) in which such Executive became a participant, party or beneficiary thereafter. In addition to the foregoing, for purposes of determining the amounts to be paid to the Executive under such plans and/or agreementsplan(s) or agreement(s), the years of service with the Company and the age of the Executive under all such plans and agreements shall be deemed increased by the lesser of thirty-six (36) months or such shorter period of time as would render the Executive sixty-five (65) years of agemonths. For purposes of this Subsection IV(cIV(d), "plans" includethe term “plan(s)” includes, without limitation, the Company's qualified pension plan, non-qualified pension plans, 401(k) plans and mid-career retirement excess 401(k) plans, and "agreements" encompass any companion, successor or amended plan(s), and the term “agreement(s)” encompasses, without limitation, the terms of any offer letters letter(s) leading to the Executive's employment with the Company where the Executive was a signatory thereto thereto, any written amendment(s) to the foregoing and any written amendments to the foregoingsubsequent agreements on such matters. In the event that the terms of the plans referenced in this Subsection IV(cIV(d) do not for any reason coincide with the provisions of this Subsection IV(d) (e.g., if plan amendments would cause disqualification of qualified plans) coincide with the provisions of this Subsection IV(c), the Executive shall be entitled to receive from the Company Company, under the terms of this Agreement Agreement, an amount equivalent equal to all amounts he Executive would have received received, had all such plans continued in existence as in effect on the date of this Agreement after being amended to coincide with the terms of this Subsection IV(cIV(d)., payable in 36 monthly installments, commencing on the first day of the month immediately following the sixth-month anniversary of Executive's Termination of Employment. SL01DOCS\3783424.3

Retirement Plan Benefits. If not already vested, the Executive shall -------------------------- be deemed fully vested as of the Termination Date in all any Company retirement plans and/or plan(s) or other written agreements agreement(s) between Executive and the Company relating to pay or other benefits upon retirement in which the Executive was a participant, party or beneficiary immediately preceding a prior to the Change of Control, and any additional plans and/or agreements plan(s) or agreement(s) in which such Executive became a participant, party or beneficiary thereafter. In addition to the foregoing, for purposes of determining the amounts to be paid to the Executive under such plans and/or agreementsplan(s) or agreement(s), the years of service with the Company and the age of the Executive under all such plans and agreements shall be deemed increased by the lesser of thirtytwenty-six four months (36) months or such shorter period of time as would render the Executive sixty-five (65) years of age24). For purposes of this Subsection IV(c), the term "plansplan(s)" includeincludes, without limitation, the Company's qualified pension plan, non-qualified and mid-career retirement pension plans, and any companion, successor or amended plan(s), and the term "agreementsagreement(s)" encompass encompasses, without limitation, the terms of any offer letters letter(s) leading to the Executive's employment with the Company where the Executive was a signatory thereto thereto, any written amendment(s) to the foregoing and any written amendments to the foregoingsubsequent agreements on such matters. In the event that the terms of the plans referenced in this Subsection IV(c) do not for any reason coincide with the provisions of this Subsection IV(c) (e.g., if plan amendments would cause disqualification of qualified plans) coincide with the provisions of this Subsection IV(c), the Executive shall be entitled to receive from the Company Company, under the terms of this Agreement Agreement, an amount equivalent equal to all amounts he Executive would have received, at the time Executive would have received such amounts, had all such plans continued in existence as in effect on the date of this Agreement after being amended to coincide with the terms of this Subsection IV(c).