Common use of Severance Benefits Paid upon a Qualifying Termination Clause in Contracts

Severance Benefits Paid upon a Qualifying Termination. In the event the Executive becomes entitled to receive CIC Severance Benefits, the Company shall pay to the Executive and provide him the following: (a) An amount equal to 1.5 times the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; (b) An amount equal to 1.5 times the Executive’s Targeted Annual Bonus Award established for the fiscal year in which the Executive’s Effective Date of Termination occurs; (c) An amount equal to the Executive’s unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; (d) All outstanding long-term incentive awards shall accelerate and become fully vested; (e) A continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage for 2.5 years after the Effective Date of Termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third-party providers). Such benefits (or payments in lieu thereof) shall be provided or paid in accordance with the Company’s regular payroll practice applicable to such benefits. (1) These benefits shall be provided to the Executive at the same coverage level, as in effect as of the Effective Date of Termination or, if greater, as in effect 60 days prior to the date of the CIC, and at the same premium cost to the Executive which was paid by the Executive at the time such benefits were provided. (2) In the event the premium cost and/or level of coverage shall change for all employees of the Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. (3) The continuation of these welfare benefits shall be discontinued prior to the end of the 2.5-year period in the event the Executive has available substantially similar benefits at a comparable cost to the Executive from a subsequent employer, as determined by the Board or Compensation Committee.

Severance Benefits Paid upon a Qualifying Termination. In the event the Executive becomes entitled to receive CIC Severance Benefits, the Company shall pay to the Executive and provide him the following: (a) An amount equal to 1.5 two (2) times the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; (b) An amount equal to 1.5 two (2) times the Executive’s Targeted targeted Annual Bonus Award award established for the fiscal year in which the Executive’s Effective Date of Termination occurs; (c) An amount equal to the Executive’s unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; (d) All outstanding long-term incentive awards shall accelerate and become fully vestedbe subject to the treatment provided under the applicable long-term incentive plan of the Company; (e) A continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage for 2.5 two (2) full years after the Effective Date of Termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third-third party providers). Such benefits (or payments in lieu thereof) shall be provided or paid in accordance with the Company’s regular payroll practice applicable to such benefits. (1) These benefits shall be provided to the Executive at the same coverage level, as in effect as of the Effective Date of Termination or, if greater, as in effect 60 sixty (60) days prior to the date of the CICChange in Control, and at the same premium cost to the Executive which was paid by the Executive at the time such benefits were provided. (2) In the event the premium cost and/or level of coverage shall change for all employees of the Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. (3) The continuation of these welfare benefits shall be discontinued prior to the end of the 2.5-two year period in the event the Executive has available substantially similar benefits at a comparable cost to the Executive from a subsequent employer, as determined by the Board or Compensation CommitteeCommittee (or, in the event the Compensation Committee ceases to exist, the Board).

Severance Benefits Paid upon a Qualifying Termination. In the event the Executive becomes entitled to receive CIC Severance Benefits, the Company shall pay to the Executive and provide him the following: (a) An amount equal to 1.5 two (2) times the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; (b) An amount equal to 1.5 two (2) times the Executive’s Targeted targeted Annual Bonus Award award established for the fiscal year in which the Executive’s Effective Date of Termination occurs; (c) An amount equal to the Executive’s unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; (d) All outstanding long-term incentive awards shall accelerate and become fully vestedbe subject to the treatment provided under the applicable long-term incentive plan of the Company; (e) A continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage for 2.5 two (2) full years after the Effective Date of Termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third-third party providers). Such benefits (or payments in lieu thereof) shall be provided or paid in accordance with the Company’s regular payroll practice applicable to such benefits. (1) These benefits shall be provided to the Executive at the same coverage level, as in effect as of the Effective Date of Termination or, if greater, as in effect 60 sixty (60) days prior to the date of the CICChange in Control, and at the same premium cost to the Executive which was paid by the Executive at the time such benefits were provided. (2) In the event the premium cost and/or level of coverage shall change for all employees of the Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. (3) The continuation of these welfare benefits shall be discontinued prior to the end of the 2.5two-year period in the event the Executive has available substantially similar benefits at a comparable cost to the Executive from a subsequent employer, as determined by the Board or Compensation CommitteeCommittee (or, in the event the Compensation Committee ceases to exist, the Board).

Severance Benefits Paid upon a Qualifying Termination. In the event the Executive becomes entitled to receive CIC Severance Benefits, the Company shall pay to the Executive and provide him the following: (a) An amount equal to 1.5 two and one half (2.5) times the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; (b) An amount equal to 1.5 two and one half (2.5) times the Executive’s Targeted targeted Annual Bonus Award award established for the fiscal year in which the Executive’s Effective Date of Termination occurs; (c) An amount equal to the Executive’s unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; (d) All outstanding long-term incentive awards shall accelerate and become fully vestedbe subject to the treatment provided under the applicable long-term incentive plan of the Company; (e) A continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage for 2.5 two and one half (2.5) full years after the Effective Date of Termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third-third party providers). Such benefits (or payments in lieu thereof) shall be provided or paid in accordance with the Company’s regular payroll practice applicable to such benefits. (1) These benefits shall be provided to the Executive at the same coverage level, as in effect as of the Effective Date of Termination or, if greater, as in effect 60 sixty (60) days prior to the date of the CICChange in Control, and at the same premium cost to the Executive which was paid by the Executive at the time such benefits were provided. (2) In the event the premium cost and/or level of coverage shall change for all employees of the Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. (3) The continuation of these welfare benefits shall be discontinued prior to the end of the 2.5-two and one half year period in the event the Executive has available substantially similar benefits at a comparable cost to the Executive from a subsequent employer, as determined by the Board or Compensation CommitteeCommittee (or, in the event the Compensation Committee ceases to exist, the Board).

Severance Benefits Paid upon a Qualifying Termination. In the event the Executive becomes entitled to receive CIC Severance Benefits, the Company shall pay to the Executive and provide him the following: (a) An amount equal to 1.5 times the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; (b) An amount equal to 1.5 times the Executive’s Targeted Annual Bonus Award established for the fiscal year in which the Executive’s Effective Date of Termination occurs; (c) An amount equal to the Executive’s unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; (d) All outstanding long-term incentive awards and warrants shall accelerate and become fully vested; (e) A continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage for 2.5 1.5 years after the Effective Date of Termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third-party providers). Such benefits (or payments in lieu thereof) shall be provided or paid in accordance with the Company’s regular payroll practice applicable to such benefits. (1) These benefits shall be provided to the Executive at the same coverage level, as in effect as of the Effective Date of Termination or, if greater, as in effect 60 90 days prior to the date of the CIC, and at the same premium cost to the Executive which was paid by the Executive at the time such benefits were provided. (2) In the event the premium cost and/or level of coverage shall change for all employees of the Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. (3) The continuation of these welfare benefits shall be discontinued prior to the end of the 2.51.5-year period in the event the Executive has available substantially similar benefits at a comparable cost to the Executive from a subsequent employer, as determined by the Board or Compensation Committee.

Severance Benefits Paid upon a Qualifying Termination. In the event the Executive becomes entitled to receive CIC Severance Benefits, the Company shall pay to the Executive and provide him the following: (a) An amount equal to 1.5 three (3) times the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; (b) An amount equal to 1.5 three (3) times the Executive’s Targeted targeted Annual Bonus Award award established for the fiscal year in which the Executive’s Effective Date of Termination occurs; (c) An amount equal to the Executive’s unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; (d) All outstanding long-term incentive awards shall accelerate and become fully vestedbe subject to the treatment provided under the applicable long-term incentive plan of the Company; (e) A continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage for 2.5 three (3) full years after the Effective Date of Termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third-third party providers). Such benefits (or payments in lieu thereof) shall be provided or paid in accordance with the Company’s regular payroll practice applicable to such benefits. (1) These benefits shall be provided to the Executive at the same coverage level, as in effect as of the Effective Date of Termination or, if greater, as in effect 60 sixty (60) days prior to the date of the CICChange in Control, and at the same premium cost to the Executive which was paid by the Executive at the time such benefits were provided. (2) In the event the premium cost and/or level of coverage shall change for all employees of the Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. (3) The continuation of these welfare benefits shall be discontinued prior to the end of the 2.5-three year period in the event the Executive has available substantially similar benefits at a comparable cost to the Executive from a subsequent employer, as determined by the Board or Compensation CommitteeCommittee (or, in the event the Compensation Committee ceases to exist, the Board).

Severance Benefits Paid upon a Qualifying Termination. In the event the Executive becomes entitled to receive CIC Severance Benefits, the Company shall pay to the Executive and provide him the following: (a) An amount equal to 1.5 times two (2)times the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; (b) An amount equal to 1.5 times two (2)times the Executive’s Targeted targeted Annual Bonus Award award established for the fiscal year in which the Executive’s Effective Date of Termination occurs; (c) An amount equal to the Executive’s unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; (d) All outstanding long-term incentive awards shall accelerate and become fully vestedbe subject to the treatment provided under the applicable long-term incentive plan of the Company; (e) A continuation of the welfare benefits of health caremedical, dental and life and accidental death and dismemberment, and disability insurance coverage for 2.5 two (2)full years after the Effective Date of Termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third-third party providers). Such benefits (or payments in lieu thereof) shall be provided or paid in accordance with the Company’s regular payroll practice applicable to such benefits. (1) These benefits shall be provided to the Executive at the same coverage level, as in effect as of the Effective Date of Termination or, if greater, as in effect 60 sixty (60) days prior to the date of the CICChange in Control, and at the same premium cost to the Executive which was paid by the Executive at the time such benefits were provided. (2) In the event the premium cost and/or level of coverage shall change for all employees of the Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. (3) The continuation of these welfare benefits shall be discontinued prior to the end of the 2.5-thetwo year period in the event the Executive has available substantially similar benefits at a comparable cost to the Executive from a subsequent employer, as determined by the Board or Compensation CommitteeCommittee (or, in the event the Compensation Committee ceases to exist, the Board).

Severance Benefits Paid upon a Qualifying Termination. In the event the Executive becomes entitled to receive CIC Severance Benefits, the Company shall pay to the Executive and provide him the following: (a) An amount equal to 1.5 times the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; (b) An amount equal to 1.5 times the Executive’s Targeted Annual Bonus Award established for the fiscal year in which the Executive’s Effective Date of Termination occurs; (c) An amount equal to the Executive’s unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; (d) If such termination of the Executive’s employment is effective after January 1st of any calendar year but prior to the payment of the Executive’s short-term incentive award (if any) for the prior calendar year, then the Executive shall be entitled to receive the full amount of the short-term incentive award (if any) for the prior calendar year, based on the Executive’s performance as determined by the Compensation and Human Resources Committee of the Board of Directors; (e) All outstanding long-term incentive awards shall accelerate and become fully vested; (ef) A continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage for 2.5 years after the Effective Date of Termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third-party providers). Such benefits (or payments in lieu thereof) shall be provided or paid in accordance with the Company’s regular payroll practice applicable to such benefits. (1) These benefits shall be provided to the Executive at the same coverage level, as in effect as of the Effective Date of Termination or, if greater, as in effect 60 days prior to the date of the CIC, and at the same premium cost to the Executive which was paid by the Executive at the time such benefits were provided. (2) In the event the premium cost and/or level of coverage shall change for all employees of the Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. (3) The continuation of these welfare benefits shall be discontinued prior to the end of the 2.5-year period in the event the Executive has available substantially similar benefits at a comparable cost to the Executive from a subsequent employer, as determined by the Board or Compensation Committee.

Severance Benefits Paid upon a Qualifying Termination. In the event the Executive becomes entitled to receive CIC Severance Benefits, the Company shall pay to the Executive and provide him the following: (a) An amount equal to 1.5 two-and-twenty-five-hundredths (2.25) times the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; (b) An amount equal to 1.5 two-and-twenty-five-hundredths (2.25) times the Executive’s Targeted targeted Annual Bonus Award award established for the fiscal year in which the Executive’s Effective Date of Termination occurs; (c) An amount equal to the Executive’s unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; (d) All outstanding long-term incentive awards shall accelerate and become fully vestedbe subject to the treatment provided under the applicable long-term incentive plan of the Company; (e) A continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage for 2.5 years twenty-seven (27) months after the Effective Date of Termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third-third party providers). Such benefits (or payments in lieu thereof) shall be provided or paid in accordance with the Company’s regular payroll practice applicable to such benefits. (1) These benefits shall be provided to the Executive at the same coverage level, as in effect as of the Effective Date of Termination or, if greater, as in effect 60 sixty (60) days prior to the date of the CICChange in Control, and at the same premium cost to the Executive which was paid by the Executive at the time such benefits were provided. (2) In the event the premium cost and/or level of coverage shall change for all employees of the Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. (3) The continuation of these welfare benefits shall be discontinued prior to the end of the 2.5twenty-year seven (27) month period in the event the Executive has available substantially similar benefits at a comparable cost to the Executive from a subsequent employer, as determined by the Board or Compensation CommitteeCommittee (or, in the event the Compensation Committee ceases to exist, the Board).

Severance Benefits Paid upon a Qualifying Termination. In the event the Executive becomes entitled to receive CIC COC Severance Benefits, the Company shall pay to the Executive and provide him the following: (a) An amount equal to 1.5 two and one-half times the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; (b) An amount equal to 1.5 two and one-half times the Executive’s Targeted Target Annual Bonus Award established for the fiscal year in which the Executive’s Effective Date of Termination occurs; (c) An amount equal to the Executive’s unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; (d) All outstanding long-term incentive awards shall accelerate and become fully vested, and all stock options shall remain fully exercisable in accordance with the terms of the governing plan and grant agreements; (e) A continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage for 2.5 two and one-half years after the Effective Date of Termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third-party providers). Such benefits (or payments in lieu thereof) shall be provided or paid in accordance with the Company’s regular payroll practice applicable to such benefits. (1) These benefits shall be provided to the Executive at the same coverage level, as in effect as of the Effective Date of Termination or, if greater, as in effect 60 days prior to the date of the CICCOC, and at the same premium cost to the Executive which was paid by the Executive at the time such benefits were provided. (2) In the event the premium cost and/or level of coverage shall change for all employees of the Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. (3) The continuation of these welfare benefits shall be discontinued prior to the end of the 2.5two and one-half year period in the event the Executive has available substantially similar benefits at a comparable cost to the Executive from a subsequent employer, as determined by the Board or the Compensation CommitteeCommittee in good faith.

Severance Benefits Paid upon a Qualifying Termination. In the event the Executive becomes entitled to receive CIC Severance Benefits, the Company shall pay to the Executive and provide him the following:: Back to Contents (a) An amount equal to 1.5 times two (2)times the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; (b) An amount equal to 1.5 times two (2)times the Executive’s Targeted targeted Annual Bonus Award award established for the fiscal year in which the Executive’s Effective Date of Termination occurs; (c) An amount equal to the Executive’s unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; (d) All outstanding long-term incentive awards shall accelerate and become fully vestedbe subject to the treatment provided under the applicable long-term incentive plan of the Company; (e) A continuation of the welfare benefits of health caremedical, dental and life and accidental death and dismemberment, and disability insurance coverage for 2.5 two (2)full years after the Effective Date of Termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third-third party providers). Such benefits (or payments in lieu thereof) shall be provided or paid in accordance with the Company’s regular payroll practice applicable to such benefits. (1) These benefits shall be provided to the Executive at the same coverage level, as in effect as of the Effective Date of Termination or, if greater, as in effect 60 sixty (60) days prior to the date of the CICChange in Control, and at the same premium cost to the Executive which was paid by the Executive at the time such benefits were provided. (2) In the event the premium cost and/or level of coverage shall change for all employees of the Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. (3) The continuation of these welfare benefits shall be discontinued prior to the end of the 2.5-thetwo year period in the event the Executive has available substantially similar benefits at a comparable cost to the Executive from a subsequent employer, as determined by the Board or Compensation Committee.Committee (or, in the event the Compensation Committee ceases to exist, the Board). Back to Contents

Severance Benefits Paid upon a Qualifying Termination. In the event the Executive becomes entitled to receive CIC Severance Benefits, the Company shall pay to the Executive and provide him the following: (a) An amount equal to 1.5 2 times the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; (b) An amount equal to 1.5 2 times the Executive’s Targeted Annual Bonus Award established for the fiscal year in which the Executive’s Effective Date of Termination occurs; (c) An amount equal to the Executive’s unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; (d) All Upon a CIC, all outstanding long-term incentive awards shall accelerate accelerate, and become fully vestedvested and exercisable, as applicable, and all restrictions to which such awards may be subject shall immediately lapse. The long-term incentive awards shall otherwise be subject to the treatment provided under the applicable long-term incentive plan of the Company; (e) If such termination of Executive’s employment is effective after January 1st of any calendar year but prior to the payment of the Executive’s Annual Bonus (if any) for the prior calendar year, then the Executive shall be entitled to receive the full amount of the Annual Bonus (if any) for the prior calendar year as determined by the Board in its sole discretion based upon the Executive’s performance for the prior calendar year. (f) The unpaid portion of the Cash Retention Award shall vest and be immediately payable upon the Effective Date of Termination. (g) A continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage for 2.5 years 30 months after the Effective Date of Termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third-party providers). Such benefits (or payments in lieu thereof) shall be provided or paid in accordance with the Company’s regular payroll practice applicable to such benefits. (1) These benefits shall be provided to the Executive at the same coverage level, as in effect as of the Effective Date of Termination or, if greater, as in effect 60 days prior to the date of the CIC, and at the same premium cost to the Executive which was paid by the Executive at the time such benefits were provided. (2) In the event the premium cost and/or level of coverage shall change for all employees of the Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. (3) The continuation of these welfare benefits shall be discontinued prior to the end of the 2.5-year 30 month period in the event the Executive has available substantially similar benefits at a comparable cost to the Executive from a subsequent employer, as determined by the Board or Compensation Committee.

Severance Benefits Paid upon a Qualifying Termination. In the event the Executive becomes entitled to receive CIC Severance Benefits, the Company shall pay to the Executive and provide him the following: (a) An amount equal to 1.5 times the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; (b) An amount equal to 1.5 times the Executive’s Targeted Annual Bonus Award established for the fiscal year in which the Executive’s Effective Date of Termination occurs; (c) Additionally, if such termination is effective after January 1st of any calendar year but prior to the payment of the Executive’s Annual Bonus (if any) for the prior calendar year, then the Executive shall be entitled to receive the full amount of the Annual Bonus (if any) for the prior calendar year as determined by the Board in its sole discretion based upon the Executive’s performance for the prior calendar year; (d) An amount equal to the Executive’s unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; (de) All outstanding long-term incentive awards shall accelerate and become fully vested; (ef) A continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage for 2.5 years twenty-four (24) months after the Effective Date of Termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third-party providers). Such benefits (or payments in lieu thereof) shall be provided or paid in accordance with the Company’s regular payroll practice applicable to such benefits. (1) These benefits shall be provided to the Executive at the same coverage level, as in effect as of the Effective Date of Termination or, if greater, as in effect 60 days prior to the date of the CIC, and at the same premium cost to the Executive which was paid by the Executive at the time such benefits were provided. (2) In the event the premium cost and/or level of coverage shall change for all employees of the Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. (3) The continuation of these welfare benefits shall be discontinued prior to the end of the 2.51.5-year period in the event the Executive has available substantially similar benefits at a comparable cost to the Executive from a subsequent employer, as determined by the Board or Compensation Committee.

Severance Benefits Paid upon a Qualifying Termination. In the event the Executive becomes entitled to receive CIC Severance Benefits, the Company shall pay to the Executive and provide him the following: (a) The greater of the amount determined under (1) or the amount determined under (2): (1) An amount equal to 1.5 two (2) times the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; (b) An ; plus an amount equal to 1.5 two (2) times the Executive’s Targeted targeted Annual Bonus Award award established for the fiscal year in which the Executive’s Effective Date of Termination occurs; (c2) the total amount payable to Executive pursuant to Directors Insurance, Keren Hishtalmut and similar programs under Israeli law. (b) An amount equal to the Executive’s unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; (dc) All outstanding long-term incentive awards shall accelerate and become fully vestedbe subject to the treatment provided under the applicable long-term incentive plan of the Company; (ed) A continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage for 2.5 years after the Effective Date of Termination for twenty-four (24) months or if continuation the maximum number of months mandated under the Company’s then current plans Israeli law, whichever is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third-party providers)greater. Such benefits (or payments in lieu thereof) shall be provided or paid in accordance with the Company’s regular payroll practice applicable to such benefits. (1) These benefits shall be provided to the Executive at the same coverage level, level as in effect as of the Effective Date of Termination or, if greater, as in effect 60 days prior to the date of the CICTermination, and at the same premium cost to the Executive which was paid by the Executive at the time such benefits were provided. (2) In . However, in the event the premium cost and/or level of coverage shall change for all employees of the CompanySubsidiary, or for management employees of the Subsidiary with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. (3) . The continuation of these welfare benefits shall be discontinued if prior to the end expiration of the 2.5-year period in the event period, the Executive has available substantially similar benefits at a comparable cost to the Executive from a subsequent employer, as determined by the Board or Compensation CommitteeCommittee (or, in the event the Compensation Committee ceases to exist, the Board); (e) Notwithstanding anything herein to the contrary, it is agreed and understood that the Company’s payment obligations under this Section 8.3 shall be reduced by the amount of the payments Executive is entitled to receive under the programs set forth in Section 8.3(a)(2).

Severance Benefits Paid upon a Qualifying Termination. In the event the Executive becomes entitled to receive CIC Severance Benefits, the Company shall pay to the Executive and provide him the following: (a) An amount equal to 1.5 two (2) times the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; (b) An amount equal to 1.5 two (2) times the Executive’s Targeted targeted Annual Bonus Award award established for the fiscal year in which the Executive’s Effective Date of Termination occurs; (c) An amount equal to the Executive’s unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; (d) All outstanding long-term incentive awards shall accelerate and become fully vestedbe subject to the treatment provided under the applicable long-term incentive plan of the Company; (e) A continuation of the welfare benefits of health caremedical, dental and life and accidental death and dismemberment, and disability insurance coverage for 2.5 two (2) full years after the Effective Date of Termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third-third party providers). Such benefits (or payments in lieu thereof) shall be provided or paid in accordance with the Company’s regular payroll practice applicable to such benefits. (1) These benefits shall be provided to the Executive at the same coverage level, as in effect as of the Effective Date of Termination or, if greater, as in effect 60 sixty (60) days prior to the date of the CICChange in Control, and at the same premium cost to the Executive which was paid by the Executive at the time such benefits were provided. (2) In the event the premium cost and/or level of coverage shall change for all employees of the Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. (3) The continuation of these welfare benefits shall be discontinued prior to the end of the 2.5-two year period in the event the Executive has available substantially similar benefits at a comparable cost to the Executive from a subsequent employer, as determined by the Board or Compensation CommitteeCommittee (or, in the event the Compensation Committee ceases to exist, the Board).

Severance Benefits Paid upon a Qualifying Termination. In the event the Executive becomes entitled to receive CIC Severance Benefits, the Company shall pay to the Executive and provide him the following: (a) An amount equal to 1.5 2.5 times the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; (b) An amount equal to 1.5 2.5 times the Executive’s Targeted Annual Bonus Award established for the fiscal year in which the Executive’s Effective Date of Termination occurs; (c) An amount equal to the Executive’s unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; (d) All outstanding long-term incentive awards shall accelerate and become fully vested; (e) A continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage for 2.5 years after the Effective Date of Termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third-party providers). Such benefits (or payments in lieu thereof) shall be provided or paid in accordance with the Company’s regular payroll practice applicable to such benefits. (1) These benefits shall be provided to the Executive at the same coverage level, as in effect as of the Effective Date of Termination or, if greater, as in effect 60 days prior to the date of the CIC, and at the same premium cost to the Executive which was paid by the Executive at the time such benefits were provided. (2) In the event the premium cost and/or level of coverage shall change for all employees of the Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. (3) The continuation of these welfare benefits shall be discontinued prior to the end of the 2.5-year period in the event the Executive has available substantially similar benefits at a comparable cost to the Executive from a subsequent employer, as determined by the Board or Compensation Committee.

Severance Benefits Paid upon a Qualifying Termination. In the event the Executive becomes entitled to receive CIC Severance Benefits, the Company shall pay to the Executive and provide him the following: (a) An amount equal to 1.5 two (2) times the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; (b) An amount equal to 1.5 two (2) times the Executive’s Targeted targeted Annual Bonus Award award established for the fiscal year in which the Executive’s Effective Date of Termination occurs; (c) An amount equal to the Executive’s unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; (d) All outstanding long-term incentive awards shall accelerate and become fully vestedbe subject to the treatment provided under the applicable long-term incentive plan of the Company; (e) A continuation of the welfare benefits of health caremedical, dental and life and accidental death and dismemberment, and disability insurance coverage for 2.5 two (2) full years after the Effective Date of Termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third-third party providers). Such benefits (or payments in lieu thereof) shall be provided or paid in accordance with the Company’s regular payroll practice applicable to such benefits. (1) These benefits shall be provided to the Executive at the same coverage level, as in effect as of the Effective Date of Termination or, if greater, as in effect 60 sixty (60) days prior to the date of the CICChange in Control, and at the same premium cost to the Executive which was paid by the Executive at the time such benefits were provided. (2) In the event the premium cost and/or level of coverage shall change for all employees of the Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. (3) The continuation of these welfare benefits shall be discontinued prior to the end of the 2.5-thetwo year period in the event the Executive has available substantially similar benefits at a comparable cost to the Executive from a subsequent employer, as determined by the Board or Compensation CommitteeCommittee (or, in the event the Compensation Committee ceases to exist, the Board).

Severance Benefits Paid upon a Qualifying Termination. In the event the Executive becomes entitled to receive CIC Severance Benefits, the Company shall pay to the Executive and provide him the following: (a) An amount equal to 1.5 two (2) times the Executive’s 's annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; (b) An amount equal to 1.5 two (2) times the Executive’s Targeted 's targeted Annual Bonus Award award established for the fiscal year in which the Executive’s 's Effective Date of Termination occurs; (c) An amount equal to the Executive’s 's unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; (d) All outstanding long-term incentive awards shall accelerate and become fully vestedbe subject to the treatment provided under the applicable long-term incentive plan of the Company; (e) A continuation of the welfare benefits of health caremedical, dental and life and accidental death and dismemberment, and disability insurance coverage for 2.5 two (2) full years after the Effective Date of Termination (or if continuation under the Company’s 's then current plans is not allowed, then provision at the Company’s 's expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s 's then current plan, of substantially similar welfare benefits from one or more third-third party providers). Such benefits (or payments in lieu thereof) shall be provided or paid in accordance with the Company’s regular payroll practice applicable to such benefits. (1) These benefits shall be provided to the Executive at the same coverage level, as in effect as of the Effective Date of Termination or, if greater, as in effect 60 sixty (60) days prior to the date of the CICChange in Control, and at the same premium cost to the Executive which was paid by the Executive at the time such benefits were provided. (2) In the event the premium cost and/or level of coverage shall change for all employees of the Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. (3) The continuation of these welfare benefits shall be discontinued prior to the end of the 2.5-two year period in the event the Executive has available substantially similar benefits at a comparable cost to the Executive from a subsequent employer, as determined by the Board or Compensation CommitteeCommittee (or, in the event the Compensation Committee ceases to exist, the Board).

Severance Benefits Paid upon a Qualifying Termination. In the event the Executive becomes entitled to receive CIC CIC-Severance Benefits, the Company shall pay to the Executive and provide him her with the following, subject to Section 8.4 herein: (a) An A lump sum amount equal to 1.5 three (3x) times the highest rate of the Executive’s annual 's annualized Base Salary in effect at any time from her initial date of employment with the Company up to and including the Effective Date of Termination. (b) A lump sum amount equal to three (3x) times the greater of the Executive's targeted Annual Bonus award established for the fiscal (i) plan year in which the Executive's Effective Date of Termination occurs or (ii) the plan year ending immediately prior to such Effective Date of Termination. (c) A lump sum amount equal to the Executive's unpaid targeted Annual Bonus award, established for the year in which the Executive's Effective Date of Termination occurs; (b) An amount equal to 1.5 times , multiplied by a fraction, the Executive’s Targeted Annual Bonus Award established for numerator of which is the number of completed days in the then-existing fiscal year in which through the Executive’s Effective Date of Termination occurs;Termination, and the denominator of which is three hundred sixtyfive (365). (cd) An A lump sum amount equal to the Executive’s 's unpaid Base Salary Salary, accrued vacation pay, and accrued earned but unused not taken vacation pay through the Effective Date of Termination; (d) All outstanding long-term incentive awards shall accelerate and become fully vested;. (e) A continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage for 2.5 three (3) full years after the Effective Date of Termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third-party providers)Termination. Such benefits (or payments in lieu thereof) shall be provided or paid in accordance with the Company’s regular payroll practice applicable to such benefits. (1) These benefits shall be provided to the Executive at the same coverage level, as in effect as of the Executive's Effective Date of Termination or, if greater, as in effect 60 90 days prior to the date of the CICChange in Control, and at the same premium cost to the Executive which was paid by the Executive at the time such benefits were provided. (2) In . However, in the event the premium cost and/or level of coverage shall change for all employees of the Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. (3) . The continuation of these welfare benefits shall be discontinued prior to the end of the 2.5-three (3) year period in the event the Executive has available substantially similar benefits at a comparable cost to the Executive from a subsequent employer, as determined by the Board or Compensation Committee. (f) With regard to the Company's split-dollar life insurance arrangement with the Executive, the following provisions shall apply: (i) The Company shall continue to pay the annual premiums on the policy that is subject to the split-dollar life insurance agreement, in accordance with the most recent schedule provided prior to the Change in Control by the insurance broker who administers the split-dollar life insurance arrangement. (ii) For purposes of making any determination under the split- dollar life insurance agreement, the Executive's number of years of employment with the Company, as of the Effective Date of Termination, shall be deemed to be five (5). (g) Incentive awards granted under the incentive arrangements adopted by the Company shall be treated pursuant to the terms of the applicable plan or agreement thereunder. (h) The aggregate benefits accrued by the Executive as of the Effective Date of Termination under any savings and retirement plan sponsored by the Company, shall be distributed pursuant to the terms of the applicable plan. Compensation which has been deferred under the Charming Shoppes Variable Deferred Compensation Plan or other plans sponsored by the Company, as applicable, together with all interest that has been credited with respect to any such deferred compensation balances, shall be distributed pursuant to the terms of the applicable plan.

Severance Benefits Paid upon a Qualifying Termination. In the event the Executive becomes entitled to receive CIC Severance Benefits, the Company shall pay to the Executive and provide him the following: (a) The greater of the amount determined under (1) or the amount determined under (2): (1) An amount equal to 1.5 two-and-twenty-five-hundredths (2.25) times the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; (b) An ; plus an amount equal to 1.5 two-and-twenty-five-hundredths (2.25) times the Executive’s Targeted targeted Annual Bonus Award award established for the fiscal year in which the Executive’s Effective Date of Termination occurs; (c2) the total amount payable to Executive pursuant to Directors Insurance, Keren Hishtalmut and similar programs under Israeli law. (b) An amount equal to the Executive’s unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; (dc) All outstanding long-term incentive awards shall accelerate and become fully vestedbe subject to the treatment provided under the applicable long-term incentive plan of the Company; (ed) A continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage for 2.5 years after the Effective Date of Termination for twenty-seven (27) months or if continuation the maximum number of months mandated under the Company’s then current plans Israeli law, whichever is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third-party providers)greater. Such benefits (or payments in lieu thereof) shall be provided or paid in accordance with the Company’s regular payroll practice applicable to such benefits. (1) These benefits shall be provided to the Executive at the same coverage level, level as in effect as of the Effective Date of Termination or, if greater, as in effect 60 days prior to the date of the CICTermination, and at the same premium cost to the Executive which was paid by the Executive at the time such benefits were provided. (2) In . However, in the event the premium cost and/or level of coverage shall change for all employees of the CompanySubsidiary, or for management employees of the Subsidiary with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. (3) . The continuation of these welfare benefits shall be discontinued if prior to the end expiration of the 2.5-year period in the event period, the Executive has available substantially similar benefits at a comparable cost to the Executive from a subsequent employer, as determined by the Board or Compensation CommitteeCommittee (or, in the event the Compensation Committee ceases to exist, the Board); (e) Notwithstanding anything herein to the contrary, it is agreed and understood that the Company’s payment obligations under this Section 8.3 shall be reduced by the amount of the payments Executive is entitled to receive under the programs set forth in Section 8.3(a)(2).

Severance Benefits Paid upon a Qualifying Termination. In the event the Executive becomes entitled to receive CIC Severance Benefits, the Company shall pay to the Executive and provide him the following: (a) An amount equal to 1.5 two-and-twenty-five-hundredths (2.25) times the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; (b) An amount equal to 1.5 two-and-twenty-five-hundredths (2.25) times the Executive’s Targeted targeted Annual Bonus Award award established for the fiscal year in which the Executive’s Effective Date of Termination occurs;; Back to Contents (c) An amount equal to the Executive’s unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; (d) All outstanding long-term incentive awards shall accelerate and become fully vestedbe subject to the treatment provided under the applicable long-term incentive plan of the Company; (e) A continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage for 2.5 years twenty-seven (27) months after the Effective Date of Termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third-third party providers). Such benefits (or payments in lieu thereof) shall be provided or paid in accordance with the Company’s regular payroll practice applicable to such benefits. (1) These benefits shall be provided to the Executive at the same coverage level, as in effect as of the Effective Date of Termination or, if greater, as in effect 60 sixty (60) days prior to the date of the CICChange in Control, and at the same premium cost to the Executive which was paid by the Executive at the time such benefits were provided. (2) In the event the premium cost and/or level of coverage shall change for all employees of the Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. (3) The continuation of these welfare benefits shall be discontinued prior to the end of the 2.5twenty-year seven (27) month period in the event the Executive has available substantially similar benefits at a comparable cost to the Executive from a subsequent employer, as determined by the Board or Compensation CommitteeCommittee (or, in the event the Compensation Committee ceases to exist, the Board).