Common use of Severance and Bonus Clause in Contracts

Severance and Bonus. (a) A single sum severance cash payment equal to one (1) times (or, in the event of a termination of employment under this Section 5 within the Change in Control Protection Period, three (3) times) the sum of: (i) the Executive’s highest Base Salary in effect for the three (3) years prior to the Termination Date and (ii) the average Annual Cash Incentive actually paid to the Executive for the three (3) fiscal years prior to the Termination Date (or the period of the Executive’s employment, if less than three years), which shall be paid to the Executive within sixty (60) days of the Executive’s Termination Date; (b) A single sum cash payment equal to the Partial Year Bonus paid at the same time as other executives of the Company who are continuing in employment or, if as of the Executive’s Termination Date the Separation and Release Agreement (as defined below) has not been signed by Executive and become irrevocable by the time such bonuses are paid, within sixty (60) days thereafter; (c) If a termination under this Section 5 occurs after the end of a fiscal year and prior to the date the Annual Cash Incentive for such fiscal year was paid (if earned) or to be paid (if not earned), the Company will pay the Executive an amount equal to the Annual Cash Incentive that Executive would have received for such prior fiscal year had she remained employed through the payment date, paid at the same time as other executives of the Company who are continuing in employment or, if as of the Executive’s Termination Date, the Separation and Release Agreement (as defined below) has not been signed by Executive and become irrevocable by the time such bonuses are paid, within sixty (60) days thereafter; (d) With respect to that portion of the LTI awards that are fixed, i.e. 40% of the target award amount, if termination occurs prior to the end of a fiscal year, a number of unrestricted common shares equal to the applicable target amount of the LTI award for such fiscal year multiplied by a fraction, the numerator of which is the number of days the Executive was employed by the Company from the first date of the applicable fiscal year and the denominator of which is 365, shall be issued and delivered at the same time as such common shares are issued and delivered to other executives of the Company who are continuing in employment, provided that if the Separation and Release Agreement (as defined below) has not been signed by Executive and become irrevocable by the time such shares are delivered, such shares will instead be issued within sixty (60) days after the Termination Date. If termination occurs after the end of a fiscal year and prior to the grant of restricted shares pursuant to the fixed portion of the LTI award for such prior fiscal year, the Company shall issue unrestricted common shares in an amount equal to 40% of the target award. (e) With respect to the portion of LTI awards that are performance-based, i.e. 60% of the target award amount, if termination occurs prior to the end of a fiscal year, a number of unrestricted common shares equal to the number of restricted shares that would otherwise have been issued based on the actual achievement of performance targets for the period ending with such fiscal year at the applicable level, whether threshold, target or stretch, multiplied by a fraction, the numerator of which is the number of days the Executive was employed by the Company from the first date of the applicable fiscal year and the denominator of which is 365, shall be issued and delivered at the same time as other executives of the Company who are continuing in employment, provided that if the Separation and Release Agreement (as defined below) has not been signed by Executive and become irrevocable by the time such shares are delivered, such shares will instead be issued within sixty (60) days after the Termination Date. If termination occurs after the end of a fiscal year and prior to the grant of restricted shares pursuant to the performance-based portion of the LTI award for such prior fiscal year, the Company shall issue unrestricted common shares in an amount equal to the number of restricted shares that would have been issued based on actual achievement of performance targets for such fiscal year; and (f) A single sum payment of $50,000 (which amount will be $75,000 in the event of a termination of employment under this Section 5 within the Change in Control Protection Period) paid to the Executive within sixty (60) days of the Executive’s Termination Date.

Severance and Bonus. (a) A single sum severance cash payment equal to one two (12) times (or, in the event of a termination of employment under this Section 5 within the Change in Control Protection Period, three (3) times) the sum of: (i) the Executive’s highest Base Salary in effect for the three (3) years prior to the Termination Date and (ii) the average Annual Cash Incentive actually paid to the Executive for the three (3) fiscal years prior to the Termination Date (or the period of the Executive’s employment, if less than three years), which shall be paid to the Executive within sixty (60) days of the Executive’s Termination Date; (b) A single sum cash payment equal to the Partial Year Bonus paid at the same time as other executives of the Company who are continuing in employment or, if as of the Executive’s Termination Date the Separation and Release Agreement (as defined below) has not been signed by Executive and become irrevocable by the time such bonuses are paid, within sixty (60) days thereafter; (c) If a termination under this Section 5 occurs after the end of a fiscal year and prior to the date the Annual Cash Incentive for such fiscal year was paid (if earned) or to be paid (if not earned), the Company will pay the Executive an amount equal to the Annual Cash Incentive that Executive would have received for such prior fiscal year had she he remained employed through the payment date, paid at the same time as other executives of the Company who are continuing in employment or, if as of the Executive’s Termination Date, the Separation and Release Agreement (as defined below) has not been signed by Executive and become irrevocable by the time such bonuses are paid, within sixty (60) days thereafter; (d) With respect to that portion of the LTI awards that are fixed, i.e. 40% of the target award amount, if termination occurs prior to the end of a fiscal year, a number of unrestricted common shares equal to the applicable target amount of the LTI award for such fiscal year multiplied by a fraction, the numerator of which is the number of days the Executive was employed by the Company from the first date of the applicable fiscal year and the denominator of which is 365, shall be issued and delivered at the same time as such common shares are issued and delivered to other executives of the Company who are continuing in employment, provided that if the Separation and Release Agreement (as defined below) has not been signed by Executive and become irrevocable by the time such shares are delivered, such shares will instead be issued within sixty (60) days after the Termination Date. If termination occurs after the end of a fiscal year and prior to the grant of restricted shares pursuant to the fixed portion of the LTI award for such prior fiscal year, the Company shall issue unrestricted common shares in an amount equal to 40% of the target award. (e) With respect to the portion of LTI awards that are performance-based, i.e. 60% of the target award amount, if termination occurs prior to the end of a fiscal year, a number of unrestricted common shares equal to the number of restricted shares that would otherwise have been issued based on the actual achievement of performance targets for the period ending with such fiscal year at the applicable level, whether threshold, target or stretch, multiplied by a fraction, the numerator of which is the number of days the Executive was employed by the Company from the first date of the applicable fiscal year and the denominator of which is 365, shall be issued and delivered at the same time as other executives of the Company who are continuing in employment, provided that if the Separation and Release Agreement (as defined below) has not been signed by Executive and become irrevocable by the time such shares are delivered, such shares will instead be issued within sixty (60) days after the Termination Date. If termination occurs after the end of a fiscal year and prior to the grant of restricted shares pursuant to the performance-based portion of the LTI award for such prior fiscal year, the Company shall issue unrestricted common shares in an amount equal to the number of restricted shares that would have been issued based on actual achievement of performance targets for such fiscal year; and (f) A single sum payment of $50,000 (which amount will be $75,000 in the event of a termination of employment under this Section 5 within the Change in Control Protection Period) paid to the Executive within sixty (60) days of the Executive’s Termination Date.

Severance and Bonus. (a) With respect to a termination of employment under this Section 5 only, the benefits under this Section 5.1 shall consist of the following: a. A single sum severance cash payment equal to one two (12) times (or, in the event of a termination of employment under this Section 5 within the Change in Control Protection Period, three (3) times) the sum of: (i) the Executive’s highest Base Salary in effect for the three (3) years prior to on the Termination Date and (ii) the average Annual Cash Incentive actually paid to the Executive for with respect to the Company’s three (3) fiscal years prior to the year in which the Termination Date (or occurs If the period Executive will not have been employed by the Company during the entirety of the Executive’s employmentprior three (3) fiscal years prior to the year in which the Termination Date occurs, if less than three years)then (ii) will be replaced with the following: “the average Annual Cash Incentive actually paid to the Executive with respect to each full fiscal year for which the Executive has been employed by the Company.” If the Executive will not have been employed by Company for one full fiscal year prior to the Termination Date, then (ii) will be replaced with the following: “the Full-Year Target for fiscal year 2019.”, which shall be paid to the Executive within sixty (60) days of the Executive’s Termination Date;; and (b) b. A single sum cash payment equal to the Partial Year Bonus Bonus, which shall be paid to the Executive on the date that the Annual Cash Incentive would otherwise have been paid; provided, that, no amount may be paid under this Section 5.1(b) unless the Company performance criteria for payment of an Annual Cash Incentive are achieved at the same time as other executives of level required for a payout at the Company who are continuing in employment or, if Full-Year Target level or above as of the close of the fiscal year in which the Termination Date occurs; and provided, further, that if the Executive’s Termination Date the Separation and Release Agreement (as defined below) has not been signed by Executive and become irrevocable by the time such bonuses are paid, within sixty (60) days thereafter; (c) If a termination or resignation under this Section 5 follows a Change in Control and occurs after during the end of a fiscal performance year and prior to the date the Annual Cash Incentive for such fiscal year was paid (if earned) or to be paid (if not earned), the Company will pay the Executive an amount equal to the Annual Cash Incentive that Executive would have received for such prior fiscal year had she remained employed through the payment date, paid at the same time as other executives of the Company who are continuing in employment or, if as of the Executive’s Termination Date, the Separation and Release Agreement (as defined below) has not been signed by Executive and become irrevocable by the time such bonuses are paid, within sixty (60) days thereafter; (d) With respect to that portion of the LTI awards that are fixed, i.e. 40% of the target award amount, if termination occurs prior to the end of a fiscal year, a number of unrestricted common shares equal to the applicable target amount of the LTI award for such fiscal year multiplied by a fraction, the numerator of which is the number of days the Executive was employed by the Company from the first date of the applicable fiscal year and the denominator of which is 365, shall be issued and delivered at the same time as such common shares are issued and delivered to other executives of the Company who are continuing in employment, provided that if the Separation and Release Agreement (as defined below) has not been signed by Executive and become irrevocable by the time such shares are delivered, such shares will instead be issued within sixty (60) days after the Termination Date. If termination occurs after the end of a fiscal year and prior to the grant of restricted shares pursuant to the fixed portion of the LTI award for such prior fiscal year, the Company shall issue unrestricted common shares in an amount equal to 40% of the target award. (e) With respect to the portion of LTI awards that are performance-based, i.e. 60% of the target award amount, if termination occurs prior to the end of a fiscal year, a number of unrestricted common shares equal to the number of restricted shares that would otherwise have been issued based on the actual achievement of performance targets for the period ending with such fiscal year at the applicable level, whether threshold, target or stretch, multiplied by a fraction, the numerator of which is the number of days the Executive was employed by the Company from the first date of the applicable fiscal year and the denominator of which is 365, shall be issued and delivered at the same time as other executives of the Company who are continuing in employment, provided that if the Separation and Release Agreement (as defined below) has not been signed by Executive and become irrevocable by the time such shares are delivered, such shares will instead be issued within sixty (60) days after the Termination Date. If termination occurs after the end of a fiscal year and prior to the grant of restricted shares pursuant to the performance-based portion of the LTI award for such prior fiscal year, the Company shall issue unrestricted common shares in an amount equal to the number of restricted shares that would have been issued based on actual achievement of performance targets for such fiscal year; and (f) A single sum payment of $50,000 (which amount will be $75,000 in the event of a termination of employment under this Section 5 within includes the Change in Control Protection Period) paid Control, the Partial Year Bonus shall be payable without regard to the Executive within sixty (60) days achievement of the Executive’s Termination Dateperformance criteria.

Severance and Bonus. (a) A single sum severance cash payment equal to one (1) times (or, in the event of a termination of employment under this Section 5 within the Change in Control Protection Period, three (3) times) the sum of: (i) the Executive’s highest Base Salary in effect for the three (3) years prior to the Termination Date and (ii) the average Annual Cash Incentive actually paid to the Executive for the three (3) fiscal years prior to the Termination Date (or the period of the Executive’s employment, if less than three years), which shall be paid to the Executive within sixty (60) days of the Executive’s Termination Date; (b) A single sum cash payment equal to the Partial Year Bonus paid at the same time as other executives of the Company who are continuing in employment or, if as of the Executive’s Termination Date the Separation and Release Agreement (as defined below) has not been signed by Executive and become irrevocable by the time such bonuses are paid, within sixty (60) days thereafter; (c) If a termination under this Section 5 occurs after the end of a fiscal year and prior to the date the Annual Cash Incentive for such fiscal year was paid (if earned) or to be paid (if not earned), the Company will pay the Executive an amount equal to the Annual Cash Incentive that Executive would have received for such prior fiscal year had she he remained employed through the payment date, paid at the same time as other executives of the Company who are continuing in employment or, if as of the Executive’s Termination Date, the Separation and Release Agreement (as defined below) has not been signed by Executive and become irrevocable by the time such bonuses are paid, within sixty (60) days thereafter; (d) With respect to that portion of the LTI awards that are fixed, i.e. 40% of the target award amount, if termination occurs prior to the end of a fiscal year, a number of unrestricted common shares equal to the applicable target amount of the LTI award for such fiscal year multiplied by a fraction, the numerator of which is the number of days the Executive was employed by the Company from the first date of the applicable fiscal year and the denominator of which is 365, shall be issued and delivered at the same time as such common shares are issued and delivered to other executives of the Company who are continuing in employment, provided that if the Separation and Release Agreement (as defined below) has not been signed by Executive and become irrevocable by the time such shares are delivered, such shares will instead be issued within sixty (60) days after the Termination Date. If termination occurs after the end of a fiscal year and prior to the grant of restricted shares pursuant to the fixed portion of the LTI award for such prior fiscal year, the Company shall issue unrestricted common shares in an amount equal to 40% of the target award. (e) With respect to the portion of LTI awards that are performance-based, i.e. 60% of the target award amount, if termination occurs prior to the end of a fiscal year, a number of unrestricted common shares equal to the number of restricted shares that would otherwise have been issued based on the actual achievement of performance targets for the period ending with such fiscal year at the applicable level, whether threshold, target or stretch, multiplied by a fraction, the numerator of which is the number of days the Executive was employed by the Company from the first date of the applicable fiscal year and the denominator of which is 365, shall be issued and delivered at the same time as other executives of the Company who are continuing in employment, provided that if the Separation and Release Agreement (as defined below) has not been signed by Executive and become irrevocable by the time such shares are delivered, such shares will instead be issued within sixty (60) days after the Termination Date. If termination occurs after the end of a fiscal year and prior to the grant of restricted shares pursuant to the performance-based portion of the LTI award for such prior fiscal year, the Company shall issue unrestricted common shares in an amount equal to the number of restricted shares that would have been issued based on actual achievement of performance targets for such fiscal year; and (f) A single sum payment of $50,000 (which amount will be $75,000 in the event of a termination of employment under this Section 5 within the Change in Control Protection Period) paid to the Executive within sixty (60) days of the Executive’s Termination Date.