Common use of Severance Compensation Clause in Contracts

Severance Compensation. If the Employee's employment is terminated ---------------------- during a Protected Period, the following severance provisions will apply: (a) If the Employee's employment is terminated by the Company other than for Cause or is terminated by the Employee for Good Reason, then, through the one year period commencing on the date of the Employee's termination of employment (the "Payment Term") the Company shall: (i) continue to pay the Employee's annual base salary in the then prevailing amount and at the times specified in Subsection 3(a) hereof, or if such annual base salary has decreased during the one year period ending on the Employee's termination of employment, at the highest rate in effect during such one year period; -------------------------------------------------------------------------------- Page 7 -------------------------------------------------------------------------------- (ii) continue the Employee's participation in the Bonus Plan as provided in Subsection 3(b) hereof provided that the Company will: (A) pay the Employee a bonus under the Bonus Plan for the partial year period ending on the date of the Employee's termination of employment calculated as if the Employee had continued to be employed for the entire year except that the Employee's bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the Employee's annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's termination of employment; and (B) thereafter, during the remainder of the Payment Term, a bonus equal to the Employee's Target Annual Bonus Percentage, multiplied by the Employee's annual base salary in the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereof; (iii) pay for executive outplacement services for the Employee from a nationally recognized executive outplacement firm at a level consistent with the employee's position, provided that such outplacement services will be provided for a six (6) month period commencing on the date of termination of employment regardless of the Payment Term; and (iv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii) hereof, at the Employee's request, submitted in writing to the Company within five (5) business days after the date of the Employee's termination of employment: (A) the Company will pay the total of the Employee's annual base salary payments described in Subsection 5(a)(i) in a single sum within thirty (30) days following the Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan payments described in Subsection 5(a)(ii) shall be made at the same time as the Employee's payment under Subsection 5(a)(vi)(A) but shall be calculated using the Employee's Target Annual Bonus Percentage for all calculation purposes. (b) If the Employee's employment hereunder terminates due to the Employee's death, disability, termination by the Company for Cause or termination by the Employee other than for Good Reason, then no further compensation or benefits will be provided to the Employee by the Company under this Agreement following the date of such termination of employment other than payment of compensation earned to the date of termination of employment but not yet paid. As more fully and generally provided in Section 16 hereof, this Subsection 5(b) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement of the Company applicable to the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last day of the Company's taxable year as a condition to receipt of a bonus thereunder for such year except in the cases of death, disability or retirement at or after either age 62 with ten years of service or age 65. (c) Notwithstanding anything contained in this Agreement to the contrary, other than Section 16 hereof, if the Employee breaches any of his obligations under Section 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee under this Section 5.

Severance Compensation. If the Employee's employment is terminated terminated, ---------------------- during a Protected Period, the following severance provisions will apply: (a) If the Employee's employment is terminated by the Company other than for Cause or is terminated by the Employee for Good Reason, then, through the one year period commencing on remaining Employment Term as specified in Subsection 1(b) hereof, determined without regard to Subsection 1(b)(ii) hereof, (such remaining Employment Term calculated without regard to Subsection 1(b)(ii), and without regard to whether the date Employee elects accelerated payments of the Employee's termination of employment (annual base salary and bonus in accordance with Subsection 5(a)(v), is hereinafter referred to as the "Payment Term") the Company shall: (i) continue to pay the Employee's annual base salary in the then prevailing amount and at the times specified in Subsection 3(a) hereof, or if such annual base salary has decreased during the one year period ending on the Employee's termination of employment, at the highest rate in effect during such one year period; -------------------------------------------------------------------------------- Page 7 --------------------------------------------------------------------------------; (ii) continue the Employee's participation in the Bonus Plan as provided in Subsection 3(b) hereof provided that the Company will: (A) pay the Employee a bonus under the Bonus Plan for the partial year period ending on the date of the Employee's termination of employment calculated as if the Employee had continued to be employed for the entire year except that the Employee's bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the Employee's annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's termination of employment; and (B) thereafter, during the remainder of the Payment Term, a bonus equal to the Employee's Target Annual Bonus Percentage, multiplied by the Employee's annual base salary in the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereof; (iii) continue in effect the medical and dental coverage, long and short-term disability protection, and any life insurance protection (including life insurance protection being paid for by the Employee), being provided to the Employee immediately prior to the Employee's termination of employment, or if any of such benefits have decreased during the one year period ending on the Employee's termination of employment, at the highest level in effect during such one year period; (iv) pay for executive outplacement services for the Employee from a nationally recognized executive outplacement firm at a the level consistent with the employee's positionprovided for vice-presidents of major corporations, provided that such outplacement services will be provided for a six (6) month one year period commencing on the date of termination of employment regardless of the Payment Term; and (ivv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii) hereof, at the Employee's request, submitted in writing to the Company within five (5) business days after the date of the Employee's termination of employment: (A) the Company will pay the total of the Employee's annual base salary payments described in Subsection 5(a)(i) in a single sum within thirty (30) days following the Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan payments described in Subsection 5(a)(ii) shall be made at the same time as the Employee's payment under Subsection 5(a)(vi)(A) but shall be calculated using the Employee's Target Annual Bonus Percentage for all calculation purposes. (b) If the Employee's employment hereunder terminates due to the Employee's death, disability, termination by the Company for Cause or termination by the Employee other than for Good Reason, then no further compensation or benefits will be provided to the Employee by the Company under this Agreement following the date of such termination of employment other than payment of compensation earned to the date of termination of employment but not yet paid. As more fully and generally provided in Section 16 15 hereof, this Subsection 5(b) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement of the Company applicable to the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last day of the Company's taxable year as a condition to receipt of a bonus thereunder for such year except in the cases of death, disability or retirement at or after either age 62 with ten years of service or age 65. (c) Notwithstanding anything contained in this Agreement to the contrary, other than Section 16 15 hereof, if the Employee breaches any of his the Employee's obligations under Section 8 or 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee under this Section 5.

Severance Compensation. If the Employee's ’s employment is terminated ---------------------- during a Protected Periodterminated, the following severance provisions will apply: (a) If the Employee's ’s employment is terminated by the Company other than for Cause or is terminated by the Employee for Good Reason, then, through the one year period commencing on remaining Employment Term as specified in Subsection 1(f) hereof, determined without regard to Subsection 1(f)(ii) hereof, (such remaining Employment Term calculated without regard to Subsection 1(f)(ii), and without regard to whether the date Employee elects accelerated payments of the Employee's termination of employment (’s annual base salary and bonus in accordance with Subsection 5(a)(v), is hereinafter referred to as the "“Payment Term"”) the Company shall: (i) continue to pay the Employee's ’s annual base salary in the then prevailing amount and at the times specified in Subsection 3(a) hereof, or if such annual base salary has decreased during the one year period ending on the Employee's ’s termination of employment, at the highest rate in effect during such one year period; -------------------------------------------------------------------------------- Page 7 --------------------------------------------------------------------------------; (ii) continue the Employee's ’s participation in the Bonus Plan as provided in Subsection 3(b) hereof provided that the Company will: (A) pay the Employee a bonus under the Bonus Plan for the partial year period ending on the date of the Employee's ’s termination of employment calculated as if the Employee had continued to be employed for the entire year except that the Employee's ’s bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the Employee's ’s annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's ’s termination of employment; and (B) thereafter, during the remainder of the Payment Term, a bonus equal to the Employee's ’s Target Annual Bonus Percentage, multiplied by the Employee's ’s annual base salary in the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereof; (iii) continue in effect the medical and dental coverage, long and short-term disability protection, and any life insurance protection (including life insurance protection being paid for by the Employee), being provided to the Employee immediately prior to the Employee’s termination of employment, or if any of such benefits have decreased during the one year period ending on the Employee’s termination of employment, at the highest level in effect during such one year period; (iv) pay for executive outplacement services for the Employee from a nationally recognized executive outplacement firm at a the level consistent with the employee's positionprovided for vice-presidents of comparable size corporations, provided that such outplacement services will be provided for a six (6) month one year period commencing on the date of termination of employment regardless of the Payment Term; and (ivv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii) hereof, at the Employee's ’s request, submitted in writing to the Company within five (5) business days after the date of the Employee's ’s termination of employment: (A) the Company will pay the total of the Employee's ’s annual base salary payments described in Subsection 5(a)(i) in a single sum within thirty (30) days following the Employee's ’s termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan payments described in Subsection 5(a)(ii) shall be made at the same time as the Employee's ’s payment under Subsection 5(a)(vi)(A) but shall be calculated using the Employee's ’s Target Annual Bonus Percentage for all calculation purposes. (b) If the Employee's ’s employment hereunder terminates due to the Employee's ’s death, disability, termination by the Company for Cause or termination by the Employee other than for Good Reason, then no further compensation or benefits will be provided to the Employee by the Company under this Agreement following the date of such termination of employment other than payment of compensation earned to the date of termination of employment but not yet paid. As more fully and generally provided in Section 16 15 hereof, this Subsection 5(b) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement of the Company applicable to the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last day of the Company's ’s taxable year as a condition to receipt of a bonus thereunder for such year except in the cases of death, disability or retirement at or after either age 62 61 with ten thirteen years of service or age 65service. (c) Notwithstanding anything contained in this Agreement to the contrary, other than Section 16 15 hereof, if the Employee breaches any of his the Employee’s obligations under Section 8 or 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee under this Section 5.

Severance Compensation. If the Employee's employment is terminated ---------------------- during a Protected Period, the following severance provisions will apply: (a) If If, before the Contract Expiration Date, Employee's ’s employment is terminated by the Company other than for Cause Subsidiary without cause or is terminated by the Employee for Good Reasongood reason, then, except as provided in Paragraph 12(b), 12(c), or 12(d), the Company shall cause to be paid and provided to Employee (i) base salary at the highest monthly rate payable to Employee during the Contract Period through the one year period commencing on last to occur of (x) the expiration of six months after the effective date of the Employee's termination of employment termination, and (the "Payment Term"y) the Company shall: Contract Expiration Date (isuch last-to-occur date is hereinafter referred to as the “Severance Benefits Termination Date”) continue and a bonus award accrued for the year in which such termination occurs determined in accordance with the Company’s bonus plan as in effect immediately prior to pay the Employee's annual base salary Change in the then prevailing amount Control Date and at a level no less than the times specified target amount thereunder for the year in Subsection 3(a) hereof, or if which such annual base salary has decreased during the one year period ending on the Employee's termination of employment, at the highest rate in effect during such one year periodoccurs; -------------------------------------------------------------------------------- Page 7 -------------------------------------------------------------------------------- and (ii) continue the Employee's participation in following benefits for a period of twelve months following the Bonus Plan as provided in Subsection 3(b) hereof provided that the Company willContract Expiration Date: (A) pay the Employee a bonus coverage under the Bonus Plan for Company’s medical insurance plan, short-term disability plan, long-term disability plan, salary continuation arrangement, disability benefit arrangement, and executive life insurance benefit (provided that she became eligible to participate therein prior to the partial year period ending date her employment is terminated), each as in effect on the date of the Employee's termination of employment calculated Change in Control Date (or, if subsequently amended to increase benefits to Employee or her dependents, as so amended) and each as if the Employee Employee’s employment had continued to be employed for through the entire year except that the Employee's bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the Employee's annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's termination of employmentSeverance Benefits Termination Date; and (B) thereafter, during coverage and service credit under the remainder of Salaried Plan and any Excess Benefit Plan maintained in connection with the Payment Term, a bonus Salaried Plan under which she is eligible to participate so that the aggregate benefits payable to or with respect to the Employee under the Salaried Plan and any such Excess Benefit Plan will be equal to the Employee's Target Annual Bonus Percentage, multiplied by the Employee's annual base salary in the amount specified in Subsection 5(a)(i) payable during the year (aggregate benefits that would have been paid to or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses respect to Employee under the Bonus Salaried Plan are customarily payable, except that and any such Excess Benefit Plan if Employee’s employment had continued through the final bonus shall be payable with the final payment Severance Benefits Termination Date. If any of the annual base salary under Subsection 5(a)(i) hereof; (iii) pay for executive outplacement services for the Employee from a nationally recognized executive outplacement firm at a level consistent with the employee's position, provided that such outplacement services will benefits to be provided for a six (6) month period commencing on under one or more of the date of plans, agreements, or arrangements specified above cannot be provided through that plan, agreement, or arrangement to Employee following termination of employment regardless of the Payment Term; and (iv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii) hereofher employment, at the Employee's request, submitted in writing to the Company within five shall cause the full equivalent of such benefits to Employee. For example, since it is not possible to provide additional service credit directly through the Salaried Plan, if Employee becomes entitled to an additional 18 months of service credit under the Salaried Plan pursuant to (5B) business days after the date of the Employee's termination of employment: (A) above, the Company will pay be required to cause payment to Employee, from its general assets or those of its Subsidiary, on each date on which Employee receives a payment from the Salaried Plan, a supplemental payment equal to the amount by which that particular payment under the Salaried Plan would have been increased if Employee’s total of service credit under the Employee's annual base salary Salaried Plan were 18 months greater than is actually the case. In addition, if in these circumstances any payments described in Subsection 5(a)(i) in a single sum within thirty (30) days become due under the Salaried Plan with respect to Employee following her death, the Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan Company will be obligated to cause similar supplemental payments described in Subsection 5(a)(ii) shall with respect to Employee to be made at on the same time as dates on which payments are made with respect to Employee under the Employee's payment under Subsection 5(a)(vi)(A) but shall be calculated using the Employee's Target Annual Bonus Percentage for all calculation purposesSalaried Plan. (b) If Notwithstanding the Employee's employment hereunder terminates due foregoing provisions of Paragraph 12(a), the Company shall cause any benefit to which Employee becomes entitled pursuant to the Employee's deathprovisions of Paragraph 8 or 12(a) under the Salaried Plan or the Excess Benefit Plan including, disabilityin the event Employee is not fully vested under the provisions of either, the present value of any otherwise forfeitable benefit thereunder, to be paid in a single sum to Employee as soon as practicable, but not more than thirty days following her termination by of employment, with present value determination to be made based on actuarial factors for single sum payments set forth in the Salaried Pension Plan. Employee shall have no duty to mitigate the amount of any payment or benefit provided for in this Agreement. (c) If during any period in which Employee is entitled to payments or benefits under Paragraph 12 (a) Employee materially and willfully breaches her agreement with respect to confidential information set forth in Paragraph 13 hereof and such breach directly causes the Company for Cause or termination by the Employee other than for Good ReasonSubsidiary substantial and demonstrable damage, then no further compensation or benefits the Company will be provided to relieved of its obligations under Paragraph 12(a) hereof as of the Employee by first day of the Company under this Agreement month immediately following the date of such termination material breach. (d) If Employee dies on or before the Severance Benefits Termination Date or, with respect to benefits, the Contract Expiration Date, and immediately before her death she is entitled to payments or benefits under Paragraph 12(a), the Company will be relieved of employment other than payment of compensation earned its obligations under Paragraph 12(a) with respect to the date of termination of employment but not yet paid. As more fully base salary and generally provided in Section 16 hereof, this Subsection 5(b) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement bonus payments as of the Company applicable to the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last first day of the Company's taxable year month immediately following the month in which Employee dies and thereafter the Company will cause to be provided to Employee’s beneficiaries and dependents salary continuation payments, benefits under any Excess Benefits Plan (as supplemented by item (B) of Paragraph 12(a)), and continuing medical and dental benefits to the same extent (subject to reduction for payments or benefits from a condition to receipt of a bonus thereunder for such year except new employer under Paragraph 12(c)) as if Employee’s death had occurred while Employee was in the cases active employ of death, disability or retirement at or after either age 62 with ten years of service or age 65the Subsidiary. (c) Notwithstanding anything contained in this Agreement to the contrary, other than Section 16 hereof, if the Employee breaches any of his obligations under Section 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee under this Section 5.

Severance Compensation. If the Employee's ’s employment is terminated ---------------------- during a Protected Periodterminated, the following severance provisions will apply: (a) If the Employee's ’s employment is terminated by the Company other than for Cause or is terminated by the Employee for Good Reason, then, through the one year period commencing on remaining Employment Term as specified in Subsection 1(f) hereof, (such remaining Employment Term is hereinafter referred to as the date of the Employee's termination of employment (the "“Payment Term"”) the Company shall: (i) continue to pay the Employee's ’s annual base salary in the then prevailing amount and at the times specified in Subsection 3(a) hereof, or if such annual base salary has decreased during the one year period ending on the Employee's ’s termination of employment, at the highest rate in effect during such one year period; -------------------------------------------------------------------------------- Page 7 --------------------------------------------------------------------------------; (ii) continue the Employee's ’s participation in the Bonus Plan as provided in Subsection 3(b) hereof provided that the Company will: (A) pay the Employee a prorated bonus under the Bonus Plan for the partial year period ending on the date of the Employee's ’s termination of employment calculated as if the Employee had continued to be employed for the entire year except that the Employee's ’s bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the Employee's ’s annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's ’s termination of employment; and (B) thereafter, during the remainder of the Payment Term, a bonus equal to the Employee's ’s Target Annual Bonus Percentage, multiplied by the Employee's ’s annual base salary in the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereof; (iii) continue in effect the medical and dental coverage, and any life insurance protection (including life insurance protection being paid for by the Employee), being provided to the Employee immediately prior to the Employee’s termination of employment, or if any of such benefits have decreased during the one year period ending on the Employee’s termination of employment, at the highest level in effect during such one year period; and (iv) pay for executive outplacement services for the Employee from a nationally recognized executive outplacement firm at a the level consistent with the employee's positionprovided for vice-presidents of comparable size corporations, provided that such outplacement services will be provided for a six (6) month one year period commencing on the date of termination of employment regardless of the Payment Term; and (iv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii) hereof, at the Employee's request, submitted in writing to the Company within five (5) business days after the date of the Employee's termination of employment: (A) the Company will pay the total of the Employee's annual base salary payments described in Subsection 5(a)(i) in a single sum within thirty (30) days following the Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan payments described in Subsection 5(a)(ii) shall be made at the same time as the Employee's payment under Subsection 5(a)(vi)(A) but shall be calculated using the Employee's Target Annual Bonus Percentage for all calculation purposes. (b) If the Employee's ’s employment hereunder terminates due to the Employee's ’s death, disability, termination by the Company for Cause or termination by the Employee other than for Good Reason, then no further compensation or benefits will be provided to the Employee by the Company under this Agreement following the date of such termination of employment other than payment of compensation earned to the date of termination of employment but not yet paid. As more fully and generally provided in Section 16 15 hereof, this Subsection 5(b) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement of the Company applicable to the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last day of the Company's ’s taxable year as a condition to receipt of a bonus thereunder for such year except in the cases of death, disability or retirement at or after either age 62 with ten years of service with the Company or age 65. (c) Notwithstanding anything contained in this Agreement to the contrary, other than Section 16 15 hereof, if the Employee breaches any of his the Employee’s obligations under Section 8 or 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee under this Section 5.

Severance Compensation. If the Employee's employment is terminated terminated, ---------------------- during a Protected Period, the following severance provisions will apply: (a) If the Employee's employment is terminated by the Company other than for Cause or is terminated by the Employee for Good Reason, then, through the one year period commencing on remaining Employment Term as specified in Subsection 1(b) hereof, determined without regard to Subsection 1(b)(iii) hereof, (such remaining Employment Term calculated without regard to Subsection 1(b)(iii), and without regard to whether the date Employee elects accelerated payments of the Employee's termination of employment (annual base salary and bonus in accordance with Subsection 5(a)(v), is hereinafter referred to as the "Payment Term") the Company shall: (i) continue to pay the Employee's annual base salary in the then prevailing amount and at the times specified in Subsection 3(a) hereof, or if such annual base salary has decreased during the one year period ending on the Employee's termination of employment, at the highest rate in effect during such one year period; -------------------------------------------------------------------------------- Page 7 --------------------------------------------------------------------------------; (ii) continue the Employee's participation in the Bonus Plan as -------------------------------------------------------------------------------- Page 7 -------------------------------------------------------------------------------- provided in Subsection 3(b) hereof provided that the Company will: (A) pay the Employee a bonus under the Bonus Plan for the partial year period ending on the date of the Employee's termination of employment calculated as if the Employee had continued to be employed for the entire year except that the Employee's bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the Employee's annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's termination of employment; and (B) thereafter, during the remainder of the Payment Term, a bonus equal to the Employee's Target Annual Bonus Percentage, multiplied by the Employee's annual base salary in the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereof; (iii) continue in effect the medical and dental coverage, long and short-term disability protection, and any life insurance protection (including life insurance protection being paid for by the Employee), being provided to the Employee immediately prior to the Employee's termination of employment, or if any of such benefits have decreased during the one year period ending on the Employee's termination of employment, at the highest level in effect during such one year period; (iv) pay for executive outplacement services for the Employee from a nationally recognized executive outplacement firm at a the level consistent with the employee's positionprovided for vice-presidents of major corporations, provided that such outplacement services will be provided for a six (6) month one year period commencing on the date of termination of employment regardless of the Payment Term; and (ivv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii-------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- 5(a) (ii) hereof, at the Employee's request, submitted in writing to the Company within five (5) business days after the date of the Employee's termination of employment: (A) the Company will pay the total of the Employee's annual base salary payments described in Subsection 5(a)(i) in a single sum within thirty (30) days following the Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan payments described in Subsection 5(a)(ii) shall be made at the same time as the Employee's payment under Subsection 5(a)(vi)(A) but shall be calculated using the Employee's Target Annual Bonus Percentage for all calculation purposes. (b) If the Employee's employment hereunder terminates due to the Employee's death, disability, termination by the Company for Cause or termination by the Employee other than for Good Reason, then no further compensation or benefits will be provided to the Employee by the Company under this Agreement following the date of such termination of employment other than payment of compensation earned to the date of termination of employment but not yet paid. As more fully and generally provided in Section 16 hereof, this Subsection 5(b) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement of the Company applicable to the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last day of the Company's taxable year as a condition to receipt of a bonus thereunder for such year except in the cases of death, disability or retirement at or after either age 62 with ten years of service or age 65. (c) Notwithstanding anything contained in this Agreement to the contrary, other than Section 16 hereof, if the Employee breaches any of his the Employee's obligations under Section 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee under this Section 5.

Severance Compensation. If the Employee's employment is terminated ---------------------- during a Protected Period, the following severance provisions will apply: (a) If If, before the Contract Expiration Date, Employee's ’s employment is terminated by the Company other than for Cause without cause or is terminated by the Employee for Good Reasongood reason, then, except as provided in Paragraph 12(b), 12(c), or 12(d), the Company shall pay and provide to Employee the following compensation and benefits through the one year period commencing on last to occur of (x) the expiration of twenty-four months after the effective date of the Employee's termination of employment termination, and (the "Payment Term"y) the Company shall:Contract Expiration Date (such last-to-occur date is hereinafter referred to as the “Severance Benefits Termination Date”): (i) continue to pay the Employee's annual base salary in the then prevailing amount Base Salary and at the times specified in Subsection 3(a) hereof, or if such annual base salary has decreased during the one year period ending on the Employee's termination of employment, Annual Bonus at the highest rate payable to Employee during the Contract Period, to be paid at the times provided in effect during such one year period; -------------------------------------------------------------------------------- Page 7 --------------------------------------------------------------------------------Paragraph 5 hereof; (ii) continue in lieu of the Employee's participation in opportunity to receive stock option grants during the Bonus Plan as provided in Subsection 3(b) hereof provided that period from the effective date of termination through the Severance Benefits Termination Date, the Company will: will pay to Employee an amount in cash equal to the product of (A) pay the Employee a bonus under the Bonus Plan for the partial year period ending on the date aggregate value of the Employee's termination of employment calculated as if the stock options granted to Employee had continued to be employed for the entire year except that the Employee's bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied with Respect to the Employee's annual base salary payable fiscal year ended immediately prior to the Change in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's termination of employment; and Control and (B) thereaftera fraction, during the remainder numerator of which is the number of days from the effective date of termination through the Severance Benefits Termination Date and the denominator of which is 365; for this purpose, the value of the Payment Term, a bonus equal to stock options will be determined using the Employee's Target Annual Bonus Percentage, multiplied by the Employee's annual base salary in the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereofBlack-Scholes option price model; (iii) pay for executive outplacement services for coverage under the Employee from a nationally recognized executive outplacement firm at a level consistent with the employee's positionCompany’s medical, dental, insurance, short-term disability, long-term disability plans, and other Plans, as listed on Exhibit A, Items 7 through 14 (provided that such outplacement services will be provided for a six (6) month period commencing he became eligible to participate therein prior to the date his employment is terminated), each as in effect on the date of termination of Change in Control Date (or, if subsequently amended to increase benefits to Employee or his dependents, as so amended) and each as if Employee’s employment regardless of had continued through the Payment TermSeverance Benefits Termination Date; and (iv) In lieu coverage and service credit under the Salaried Plan and the Excess Benefit Plans maintained in connection with the Salaried Plan under which he is eligible to participate so that the aggregate benefits payable to or with respect to the Employee under the Salaried Plan and the Excess Benefit Plan will be equal to the aggregate benefits that would have been paid to or with respect to Employee under the Salaried Plan and the Excess Benefit Plans if Employee’s employment had continued through the Severance Benefits Termination Date. If any of the payments described in Subsections 5(a)(i) and 5(a)(ii) hereofbenefits to be provided under the Company’s Plans cannot be provided through that Plan to Employee following termination of his employment, at the Employee's request, submitted in writing to the Company within five shall directly provide the full equivalent of such benefits to Employee. For example, since it is not possible to provide additional service credit directly through the Salaried Plan, if Employee becomes entitled to an additional 18 months of service credit under the Salaried plan pursuant to (5iv) business days after the date of the Employee's termination of employment: (A) above, the Company will be required to pay to Employee, from its general assets, on each date on which Employee receives a payment from the Salaried Plan, a supplemental payment equal to the amount by which that particular payment under the Salaried Plan would have been increased if Employee’s total service credit under the Salaried Plan were 18 months greater than is actually the case by reason of this Agreement. In addition, if in these circumstances any payments become due under the Salaried Plan with respect to Employee following his death, the Company will be obligated to make similar supplemental payments with respect to Employee on the dates on which payments are made with respect to Employee under the Salaried Plan. Furthermore, the provisions of this Agreement shall not affect the validity or enforceability of any other agreement between the Company and Employee's annual base salary payments described in Subsection 5(a)(i) in a single sum within thirty (30) days following , and the Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan payments described in Subsection 5(a)(ii) benefits provided under this Agreement shall be made at the same time as the additive to any other benefits promised to Employee under such other agreement. Moreover, this Agreement shall not operate to negate any other assurances provided to Employee's payment under Subsection 5(a)(vi)(A) but shall be calculated using the Employee's Target Annual Bonus Percentage for all calculation purposes. (b) If Employee becomes entitled to compensation and benefits pursuant to Paragraph 12(a) he shall use reasonable efforts to seek other employment, provided, however, that he shall not be required to accept a position of less importance and dignity or of substantially different character than of his position with the Company or a position that would require Employee to engage in activity in violation of Employee's employment hereunder terminates due ’s agreement with respect to noncompetition set forth in Paragraph 14 hereof nor shall he be required to accept a position outside the greater Cleveland area. The Company’s obligations under item (i) and (ii) of Paragraph 12(a) will be offset by payments and benefits received by Employee from another employer to the following extent: (i) The Company’s obligation to pay any particular installment of base salary following Employee's death’s termination will be offset, disabilityon a dollar for dollar basis, termination by any cash compensation received by Employee from another employer before the date on which the installment of base salary is payable by the Company. (ii) To the extent that Employee is provided medical, dental, or short-term or long-term disability income protection benefits by another employer during any period, the Company will be relieved of its obligation to provide such benefits to Employee. For example, if a new employer provides Employee with a medical benefits plan that pays $500.00 for Cause or termination a specific claim made by Employee and the Employee other than Company’s medical insurance plan would have paid $750.00 for Good Reasonthat claim, then the Company will be obligated to pay Employee $250.00 with respect to that claim. Other than as provided in this Paragraph 12(b) Employee shall have no further compensation duty to mitigate the amount of any payment or benefit provided for in this Agreement. (c) If during any period in which Employee is entitled to payments or benefits will be provided to the Employee by from the Company under this Agreement Paragraph 12(a): (i) Employee materially and willfully breaches his agreement with respect to confidential information set forth in Paragraph 13 hereof and such breach directly causes the Company substantial and demonstrable damage; or (ii) Employee materially and wilfully breaches his agreement with respect to noncompetition set forth in Paragraph 14 hereof and such breach directly causes the Company substantial and demonstrable damage; then the Company will be relieved of its obligations under paragraph 12(a) hereof as of the first day of the month immediately following the date of such termination material breach. (d) If Employee dies on or before the Severance Benefits Termination Date and immediately before his death he is entitled to payments or benefits from the Company under Paragraph 12(a), the Company will be relieved of employment other than payment its obligations under item (i) of compensation earned to the date of termination of employment but not yet paid. As more fully and generally provided in Section 16 hereof, this Subsection 5(bParagraph 12(a) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement as of the Company applicable to the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last first day of the Company's taxable year month immediately following the month in which Employee dies and thereafter the Company will provide to Employee’s beneficiaries and dependents salary continuation payments, benefits under the Excess Benefits Plan (as supplemented by item (iii) of Paragraph 12(a), and continuing medical and dental benefits to the same extent (subject to reduction for payments or benefits from a condition to receipt of a bonus thereunder for such year except new employer under paragraph 12(b) as if Employee’s death had occurred while Employee was in the cases active employ of death, disability or retirement at or after either age 62 with ten years of service or age 65the Company. (c) Notwithstanding anything contained in this Agreement to the contrary, other than Section 16 hereof, if the Employee breaches any of his obligations under Section 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee under this Section 5.

Severance Compensation. If the Employee's employment is terminated ---------------------- during a Protected Period, the following severance provisions will apply: (a) If If, before the Contract Expiration Date, Employee's employment is terminated by the Company other than for Cause Subsidiary without cause or is terminated by the Employee for Good Reasongood reason, then, except as provided in Paragraph 12(b), 12(c), or 12(d), the Company shall cause to be paid and provided to Employee (i) base salary at the highest monthly rate payable to Employee during the Contract Period through the one year period commencing on last to occur of (x) the expiration of six months after the effective date of the Employee's termination of employment termination, and (y) the Contract Expiration Date (such last-to-occur date is hereinafter referred to as the "Payment TermSeverance Benefits Termination Date") and a bonus award accrued for the Company shall: (i) continue year in which such termination occurs determined in accordance with the Company's bonus plan as in effect immediately prior to pay the Employee's annual base salary Change in the then prevailing amount Control Date and at a level no less than the times specified target amount thereunder for the year in Subsection 3(a) hereof, or if which such annual base salary has decreased during the one year period ending on the Employee's termination of employment, at the highest rate in effect during such one year periodoccurs; -------------------------------------------------------------------------------- Page 7 -------------------------------------------------------------------------------- and (ii) continue the Employee's participation in following benefits for a period of twelve months following the Bonus Plan as provided in Subsection 3(b) hereof provided that the Company willContract Expiration Date: (A) pay the Employee a bonus coverage under the Bonus Plan for Company's medical insurance plan, short-term disability plan, long-term disability plan, salary continuation arrangement, disability benefit arrangement, and executive life insurance benefit (provided that [he][she] became eligible to participate therein prior to the partial year period ending date [his][her] employment is terminated), each as in effect on the date of the Change in Control Date (or, if subsequently amended to increase benefits to Employee or [his][her] dependents, as so amended) and each as if Employee's termination of employment calculated as if the Employee had continued to be employed for through the entire year except that the Employee's bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the Employee's annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's termination of employmentSeverance Benefits Termination Date; and (B) thereafter, during coverage and service credit under the remainder of Salaried Plan and any Excess Benefit Plan maintained in connection with the Payment Term, a bonus Salaried Plan under which [he][she] is eligible to participate so that the aggregate benefits payable to or with respect to the Employee under the Salaried Plan and any such Excess Benefit Plan will be equal to the aggregate benefits that would have been paid to or with respect to Employee under the Salaried Plan and any such Excess Benefit Plan if Employee's Target Annual Bonus Percentageemployment had continued through the Severance Benefits Termination Date. If any of the benefits to be provided under one or more of the plans, multiplied by agreements, or arrangements specified above cannot be provided through that plan, agreement, or arrangement to Employee following termination of [his][her] employment, the Company shall cause the full equivalent of such benefits to Employee's annual base salary in . For example, since it is not possible to provide additional service credit directly through the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses Salaried Plan, if Employee becomes entitled to an additional 18 months of service credit under the Bonus Salaried Plan are customarily payablepursuant to (B) above, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereof; (iii) pay for executive outplacement services for the Employee from a nationally recognized executive outplacement firm at a level consistent with the employee's position, provided that such outplacement services will be provided for a six (6) month period commencing on the date of termination of employment regardless of the Payment Term; and (iv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii) hereof, at the Employee's request, submitted in writing to the Company within five (5) business days after the date of the Employee's termination of employment: (A) the Company will pay be required to cause payment to Employee, from its general assets or those of its Subsidiary, on each date on which Employee receives a payment from the total of Salaried Plan, a supplemental payment equal to the amount by which that particular payment under the Salaried Plan would have been increased if Employee's annual base salary total service credit under the Salaried Plan were 18 months greater than is actually the case. In addition, if in these circumstances any payments described in Subsection 5(a)(i) in a single sum within thirty (30) days become due under the Salaried Plan with respect to Employee following [his][her] death, the Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan Company will be obligated to cause similar supplemental payments described in Subsection 5(a)(ii) shall with respect to Employee to be made at on the same time as dates on which payments are made with respect to Employee under the Employee's payment under Subsection 5(a)(vi)(A) but shall be calculated using the Employee's Target Annual Bonus Percentage for all calculation purposesSalaried Plan. (b) If Notwithstanding the Employee's employment hereunder terminates due foregoing provisions of Paragraph 12(a), the Company shall cause any benefit to which Employee becomes entitled pursuant to the Employee's deathprovisions of Paragraph 8 or 12(a) under the Salaried Plan or the Excess Benefit Plan including, disabilityin the event Employee is not fully vested under the provisions of either, the present value of any otherwise forfeitable benefit thereunder, to be paid in a single sum to Employee as soon as practicable, but not more than thirty days following [his][her] termination by of employment, with present value determination to be made based on actuarial factors for single sum payments set forth in the Salaried Pension Plan. Employee shall have no duty to mitigate the amount of any payment or benefit provided for in this Agreement. (c) If during any period in which Employee is entitled to payments or benefits under Paragraph 12 (a) Employee materially and willfully breaches [his][her] agreement with respect to confidential information set forth in Paragraph 13 hereof and such breach directly causes the Company for Cause or termination by the Employee other than for Good ReasonSubsidiary substantial and demonstrable damage, then no further compensation or benefits the Company will be provided to relieved of its obligations under Paragraph 12(a) hereof as of the Employee by first day of the Company under this Agreement month immediately following the date of such termination material breach. (d) If Employee dies on or before the Severance Benefits Termination Date or, with respect to benefits, the Contract Expiration Date, and immediately before [his][her] death [he][she] is entitled to payments or benefits under Paragraph 12(a), the Company will be relieved of employment other than payment of compensation earned its obligations under Paragraph 12 (a) with respect to the date of termination of employment but not yet paid. As more fully base salary and generally provided in Section 16 hereof, this Subsection 5(b) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement bonus payments as of the Company applicable to the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last first day of the Companymonth immediately following the month in which Employee dies and thereafter the Company will cause to be provided to Employee's taxable year beneficiaries and dependents salary continuation payments, benefits under any Excess Benefits Plan (as supplemented by item (B) of Paragraph 12(a)), and continuing medical and dental benefits to the same extent (subject to reduction for payments or benefits from a condition to receipt of a bonus thereunder for such year except new employer under Paragraph 12(c)) as if Employee's death had occurred while Employee was in the cases active employ of death, disability or retirement at or after either age 62 with ten years of service or age 65the Subsidiary. (c) Notwithstanding anything contained in this Agreement to the contrary, other than Section 16 hereof, if the Employee breaches any of his obligations under Section 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee under this Section 5.

Severance Compensation. If the Employee's employment is terminated terminated, ---------------------- during a Protected Period, the following severance provisions will apply: (a) If the Employee's employment is terminated by the Company other than for Cause or is terminated by the Employee for Good Reason, then, through the one year period commencing on remaining Employment Term as specified in Subsection 1(b) hereof, determined without regard to Subsection 1(b)(iii) hereof, (such remaining Employment Term calculated without regard to Subsection 1(b)(iii), and without regard to whether the date Employee elects accelerated payments of the Employee's termination of employment (annual base salary and bonus in accordance with Subsection 5(a)(v), is hereinafter referred to as the "Payment Term") the Company shall: (i) continue to pay the Employee's annual base salary in the then prevailing amount and at the times specified in Subsection 3(a) hereof, or if such annual base salary has decreased during the one year period ending on the Employee's termination of employment, at the highest rate in effect during such one year period; -------------------------------------------------------------------------------- Page 7 --------------------------------------------------------------------------------; (ii) continue the Employee's participation in the Bonus Plan as -------------------------------------------------------------------------------- Page 7 -------------------------------------------------------------------------------- provided in Subsection 3(b) hereof provided that the Company will: (A) pay the Employee a bonus under the Bonus Plan for the partial year period ending on the date of the Employee's termination of employment calculated as if the Employee had continued to be employed for the entire year except that the Employee's bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the Employee's annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's termination of employment; and (B) thereafter, during the remainder of the Payment Term, a bonus equal to the Employee's Target Annual Bonus Percentage, multiplied by the Employee's annual base salary in the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereof; (iii) continue in effect the medical and dental coverage, long and short-term disability protection, and any life insurance protection (including life insurance protection being paid for by the Employee), being provided to the Employee immediately prior to the Employee's termination of employment, or if any of such benefits have decreased during the one year period ending on the Employee's termination of employment, at the highest level in effect during such one year period; (iv) pay for executive outplacement services for the Employee from a nationally recognized executive outplacement firm at a the level consistent with the employee's positionprovided for vice-presidents of major corporations, provided that such outplacement services will be provided for a six (6) month one year period commencing on the date of termination of employment regardless of the Payment Term; and (ivv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii-------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- (a) (ii) hereof, at the Employee's request, submitted in writing to the Company within five (5) business days after the date of the Employee's termination of employment: (A) the Company will pay the total of the Employee's annual base salary payments described in Subsection 5(a)(i) in a single sum within thirty (30) days following the Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan payments described in Subsection 5(a)(ii) shall be made at the same time as the Employee's payment under Subsection 5(a)(vi)(A) but shall be calculated using the Employee's Target Annual Bonus Percentage for all calculation purposes. (b) If the Employee's employment hereunder terminates due to the Employee's death, disability, termination by the Company for Cause or termination by the Employee other than for Good Reason, then no further compensation or benefits will be provided to the Employee by the Company under this Agreement following the date of such termination of employment other than payment of compensation earned to the date of termination of employment but not yet paid. As more fully and generally provided in Section 16 hereof, this Subsection 5(b) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement of the Company applicable to the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last day of the Company's taxable year as a condition to receipt of a bonus thereunder for such year except in the cases of death, disability or retirement at or after either age 62 with ten years of service or age 65. (c) Notwithstanding anything contained in this Agreement to the contrary, other than Section 16 hereof, if the Employee breaches any of his the Employee's obligations under Section 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee under this Section 5.

Severance Compensation. If the Employee's ’s employment is terminated ---------------------- during a Protected Periodterminated, the following severance provisions will apply: (a) If the Employee's ’s employment is terminated by the Company other than for Cause or is terminated by the Employee for Good Reason, then, through the one year period commencing on remaining Employment Term as specified in Subsection 1(f) hereof, determined without regard to Subsection 1(f)(ii) hereof, (such remaining Employment Term calculated without regard to Subsection 1(f)(ii), and without regard to whether the date Employee elects accelerated payments of the Employee's termination of employment (’s annual base salary and bonus in accordance with Subsection 5(a)(v), is hereinafter referred to as the "“Payment Term"”) the Company shall: (i) continue to pay the Employee's ’s annual base salary in the then prevailing amount and at the times specified in Subsection 3(a) hereof, or if such annual base salary has decreased during the one year period ending on the Employee's ’s termination of employment, at the highest rate in effect during such one year period; -------------------------------------------------------------------------------- Page 7 --------------------------------------------------------------------------------; (ii) continue the Employee's ’s participation in the Bonus Plan as provided in Subsection 3(b) hereof provided that the Company will: (A) pay the Employee a bonus under the Bonus Plan for the partial year period ending on the date of the Employee's ’s termination of employment calculated as if the Employee had continued to be employed for the entire year except that the Employee's ’s bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the Employee's ’s annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's ’s termination of employment; and (B) thereafter, during the remainder of the Payment Term, a bonus equal to the Employee's ’s Target Annual Bonus Percentage, multiplied by the Employee's ’s annual base salary in the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereof; (iii) continue in effect the medical and dental coverage, and any life insurance protection (including life insurance protection being paid for by the Employee), being provided to the Employee immediately prior to the Employee’s termination of employment, or if any of such benefits have decreased during the one year period ending on the Employee’s termination of employment, at the highest level in effect during such one year period; and (iv) pay for executive outplacement services for the Employee from a nationally recognized executive outplacement firm at a the level consistent with the employee's positionprovided for vice-presidents of comparable size corporations, provided that such outplacement services will be provided for a six (6) month one year period commencing on the date of termination of employment regardless of the Payment Term; and (iv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii) hereof, at the Employee's request, submitted in writing to the Company within five (5) business days after the date of the Employee's termination of employment: (A) the Company will pay the total of the Employee's annual base salary payments described in Subsection 5(a)(i) in a single sum within thirty (30) days following the Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan payments described in Subsection 5(a)(ii) shall be made at the same time as the Employee's payment under Subsection 5(a)(vi)(A) but shall be calculated using the Employee's Target Annual Bonus Percentage for all calculation purposes. (b) If the Employee's ’s employment hereunder terminates due to the Employee's ’s death, disability, termination by the Company for Cause or termination by the Employee other than for Good Reason, then no further compensation or benefits will be provided to the Employee by the Company under this Agreement following the date of such termination of employment other than payment of compensation earned to the date of termination of employment but not yet paid. As more fully and generally provided in Section 16 15 hereof, this Subsection 5(b) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement of the Company applicable to the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last day of the Company's ’s taxable year as a condition to receipt of a bonus thereunder for such year except in the cases of death, disability or retirement at or after either age 62 with ten years of service with the Company or age 65. (c) Notwithstanding anything contained in this Agreement to the contrary, other than Section 16 15 hereof, if the Employee breaches any of his the Employee’s obligations under Section 8 or 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee under this Section 5.

Severance Compensation. If the Employee's your employment is terminated ---------------------- during either by you with Good Reason within 12 months following a Protected PeriodChange of Control, or by the Company without Cause within 3 months preceding or within 12 months following severance provisions will applya Change of Control, subject to your executing and delivering to the Company, and not revoking, a release of claims in a form acceptable to the Company (the “Release”) within the 30-day period following your termination of employment: (a) If the Employee's employment is terminated Company will pay you severance in an amount equal to 12 months of your then current annual base salary, plus a pro-rata share of your target annual cash bonus for the calendar year in which the termination occurs (based on the number of calendar days elapsed prior to the effective date of such termination), payable in equal installments over a period of 12 months (the “Severance Period”) in accordance with the Company’s payroll practices, commencing on your termination of employment; (b) if you have been continuously employed by the Company other for less than for Cause or is terminated one year as of the date your employment terminates, the vesting schedule of any equity awards of the Company held by you shall automatically be amended to state that all of the options subject to such equity award(s) scheduled to vest within 12 months of the date of your termination shall immediately accelerate and become fully vested, provided that with respect to any such awards intended to constitute “qualified performance based compensation” under Section 162(m) of the Code, whether a Change of Control has occurred shall be determined without regard to clause (iv) of the definition of Change of Control below; (c) if you have been continuously employed by the Employee Company for Good Reason, then, through the at least one year as of the date your employment terminates, all of the outstanding unvested equity awards of the Company held by you shall become fully vested and, if applicable, exercisable as of the date of your termination, provided that with respect to any such awards intended to constitute “qualified performance based compensation” under Section 162(m) of the Code, whether a Change of Control has occurred shall be determined without regard to clause (iv) of the definition of Change of Control below; and (d) If you timely elect continued group medical and dental insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will reimburse you for a portion of the applicable premiums, based on the then-current cost-sharing rates for active employees, for you and your eligible dependents during the period commencing on the date of the Employee's your termination of employment (the "Payment Term") the Company shall: (i) continue to pay the Employee's annual base salary in the then prevailing amount and at the times specified in Subsection 3(a) hereof, or if such annual base salary has decreased during the one year period ending on the Employee's termination earliest to occur of employment(a) the final day of the Severance Period, at (b) the highest rate date you and/or your eligible dependents are no longer eligible for COBRA, and (c) the date you become eligible to receive medical insurance coverage from a subsequent employer (and you agree to notify the Company of such eligibility). Notwithstanding the foregoing, if the Company determines that it cannot provide such reimbursement of premiums to you without potentially violating applicable law, the Company shall in effect during such one year period; -------------------------------------------------------------------------------- Page 7 -------------------------------------------------------------------------------- (ii) continue lieu thereof provide to you a taxable monthly payment in an amount equal to a portion of the Employee's participation applicable premiums, based on then-current cost-sharing rates for active employees, which payment will be made regardless of whether you elect COBRA continuation coverage and will commence in the Bonus Plan as provided month following the month in Subsection 3(b) hereof provided that the Company will: (A) pay the Employee a bonus under the Bonus Plan for the partial year period ending on the date of the Employee's which your termination of employment calculated as if the Employee had continued to be employed for the entire year except that the Employee's bonus percentage (calculated at the time occurs and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the Employee's annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period ending end on the Employee's termination earliest to occur of employment; and (Bx) thereafter, during the remainder of the Payment Term, a bonus equal to the Employee's Target Annual Bonus Percentage, multiplied by the Employee's annual base salary in the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereof; (iii) pay for executive outplacement services for the Employee from a nationally recognized executive outplacement firm at a level consistent with the employee's position, provided that such outplacement services will be provided for a six (6) month period commencing on the date of termination of employment regardless of the Payment Term; and (iv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii) hereof, at the Employee's request, submitted in writing to the Company within five (5) business days after the date of the Employee's termination of employment: (A) the Company will pay the total of the Employee's annual base salary payments described in Subsection 5(a)(i) in a single sum within thirty (30) days following the Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan payments described in Subsection 5(a)(ii) shall be made at the same time as the Employee's payment under Subsection 5(a)(vi)(A) but shall be calculated using the Employee's Target Annual Bonus Percentage for all calculation purposes. (b) If the Employee's employment hereunder terminates due to the Employee's death, disability, termination by the Company for Cause or termination by the Employee other than for Good Reason, then no further compensation or benefits will be provided to the Employee by the Company under this Agreement following the date of such termination of employment other than payment of compensation earned to the date of termination of employment but not yet paid. As more fully and generally provided in Section 16 hereof, this Subsection 5(b) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement of the Company applicable to the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last day of the Company's taxable year as Severance Period, (y) the date you and/or your eligible dependents are no longer eligible for COBRA, and (z) the date you become eligible to receive medical insurance coverage from a condition subsequent employer (and you agree to receipt notify the Company of a bonus thereunder for such year except in the cases of death, disability or retirement at or after either age 62 with ten years of service or age 65. (c) eligibility). Notwithstanding anything contained in this Agreement herein to the contrary, other than in the event that any compensation or benefit that constitutes “nonqualified deferred compensation” within the meaning of Section 16 hereof409A (as defined below) becomes payable upon the occurrence of a Change of Control, if such compensation or benefit shall not be paid unless such Change of Control constitutes a “change in control event” within the Employee breaches any meaning of his obligations under Section 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee under this Section 5.409A.

Severance Compensation. If the Employee's employment is terminated ---------------------- during a Protected Period, the following severance provisions will apply: (a) If If, before the Contract Expiration Date, Employee's ’s employment is terminated by the Company other than for Cause Subsidiary without cause or is terminated by the Employee for Good Reasongood reason, then, except as provided in Paragraph 12(b), 12(c), or 12(d), the Company shall cause to be paid and provided to Employee (i) base salary at the highest monthly rate payable to Employee during the Contract Period through the one year period commencing on last to occur of (x) the expiration of six months after the effective date of the Employee's termination of employment termination, and (the "Payment Term"y) the Company shall: Contract Expiration Date (isuch last-to-occur date is hereinafter referred to as the “Severance Benefits Termination Date”) continue and a bonus award accrued for the year in which such termination occurs determined in accordance with the Company’s bonus plan as in effect immediately prior to pay the Employee's annual base salary Change in the then prevailing amount Control Date and at a level no less than the times specified target amount thereunder for the year in Subsection 3(a) hereof, or if which such annual base salary has decreased during the one year period ending on the Employee's termination of employment, at the highest rate in effect during such one year periodoccurs; -------------------------------------------------------------------------------- Page 7 -------------------------------------------------------------------------------- and (ii) continue the Employee's participation in following benefits for a period of twelve months following the Bonus Plan as provided in Subsection 3(b) hereof provided that the Company willContract Expiration Date: (A) pay the Employee a bonus coverage under the Bonus Plan for Company’s medical insurance plan, short-term disability plan, long-term disability plan, salary continuation arrangement, disability benefit arrangement, and executive life insurance benefit (provided that he became eligible to participate therein prior to the partial year period ending date his employment is terminated), each as in effect on the date of the Employee's termination of employment calculated Change in Control Date (or, if subsequently amended to increase benefits to Employee or his dependents, as so amended) and each as if the Employee Employee’s employment had continued to be employed for through the entire year except that the Employee's bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the Employee's annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's termination of employmentSeverance Benefits Termination Date; and (B) thereafter, during coverage and service credit under the remainder of Salaried Plan and any Excess Benefit Plan maintained in connection with the Payment Term, a bonus Salaried Plan under which he is eligible to participate so that the aggregate benefits payable to or with respect to the Employee under the Salaried Plan and any such Excess Benefit Plan will be equal to the Employee's Target Annual Bonus Percentage, multiplied by the Employee's annual base salary in the amount specified in Subsection 5(a)(i) payable during the year (aggregate benefits that would have been paid to or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses respect to Employee under the Bonus Salaried Plan are customarily payable, except that and any such Excess Benefit Plan if Employee’s employment had continued through the final bonus shall be payable with the final payment Severance Benefits Termination Date. If any of the annual base salary under Subsection 5(a)(i) hereof; (iii) pay for executive outplacement services for the Employee from a nationally recognized executive outplacement firm at a level consistent with the employee's position, provided that such outplacement services will benefits to be provided for a six (6) month period commencing on under one or more of the date of plans, agreements, or arrangements specified above cannot be provided through that plan, agreement, or arrangement to Employee following termination of employment regardless of the Payment Term; and (iv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii) hereofhis employment, at the Employee's request, submitted in writing to the Company within five shall cause the full equivalent of such benefits to Employee. For example, since it is not possible to provide additional service credit directly through the Salaried Plan, if Employee becomes entitled to an additional 18 months of service credit under the Salaried Plan pursuant to (5B) business days after the date of the Employee's termination of employment: (A) above, the Company will pay be required to cause payment to Employee, from its general assets or those of its Subsidiary, on each date on which Employee receives a payment from the Salaried Plan, a supplemental payment equal to the amount by which that particular payment under the Salaried Plan would have been increased if Employee’s total of service credit under the Employee's annual base salary Salaried Plan were 18 months greater than is actually the case. In addition, if in these circumstances any payments described in Subsection 5(a)(i) in a single sum within thirty (30) days become due under the Salaried Plan with respect to Employee following his death, the Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan Company will be obligated to cause similar supplemental payments described in Subsection 5(a)(ii) shall with respect to Employee to be made at on the same time as dates on which payments are made with respect to Employee under the Employee's payment under Subsection 5(a)(vi)(A) but shall be calculated using the Employee's Target Annual Bonus Percentage for all calculation purposesSalaried Plan. (b) If Notwithstanding the Employee's employment hereunder terminates due foregoing provisions of Paragraph 12(a), the Company shall cause any benefit to which Employee becomes entitled pursuant to the Employee's deathprovisions of Paragraph 8 or 12(a) under the Salaried Plan or the Excess Benefit Plan including, disabilityin the event Employee is not fully vested under the provisions of either, the present value of any otherwise forfeitable benefit thereunder, to be paid in a single sum to Employee as soon as practicable, but not more than thirty days following his termination by of employment, with present value determination to be made based on actuarial factors for single sum payments set forth in the Salaried Pension Plan. Employee shall have no duty to mitigate the amount of any payment or benefit provided for in this Agreement. (c) If during any period in which Employee is entitled to payments or benefits under Paragraph 12(a) Employee materially and willfully breaches his agreement with respect to confidential information set forth in Paragraph 13 hereof and such breach directly causes the Company for Cause or termination by the Employee other than for Good ReasonSubsidiary substantial and demonstrable damage, then no further compensation or benefits the Company will be provided to relieved of its obligations under Paragraph 12(a) hereof as of the Employee by first day of the Company under this Agreement month immediately following the date of such termination material breach. (d) If Employee dies on or before the Severance Benefits Termination Date or, with respect to benefits, the Contract Expiration Date, and immediately before his death he is entitled to payments or benefits under Paragraph 12(a), the Company will be relieved of employment other than payment of compensation earned its obligations under Paragraph 12(a) with respect to the date of termination of employment but not yet paid. As more fully base salary and generally provided in Section 16 hereof, this Subsection 5(b) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement bonus payments as of the Company applicable to the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last first day of the Company's taxable year month immediately following the month in which Employee dies and thereafter the Company will cause to be provided to Employee’s beneficiaries and dependents salary continuation payments, benefits under any Excess Benefits Plan (as supplemented by item (B) of Paragraph 12(a)), and continuing medical and dental benefits to the same extent (subject to reduction for payments or benefits from a condition to receipt of a bonus thereunder for such year except new employer under Paragraph 12(c)) as if Employee’s death had occurred while Employee was in the cases active employ of death, disability or retirement at or after either age 62 with ten years of service or age 65the Subsidiary. (c) Notwithstanding anything contained in this Agreement to the contrary, other than Section 16 hereof, if the Employee breaches any of his obligations under Section 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee under this Section 5.

Severance Compensation. If a) If, following the Employeeoccurrence of a Change in Control, the Company shall terminate the Executive's employment is terminated ---------------------- during a Protected Period, the following severance provisions will apply: (a) If the Employee's employment is terminated by the Company Period of Employment other than for Cause or is terminated by the Employee for Good Reason, then, through the one year period commencing on the date of the Employee's termination of employment (the "Payment Term") the Company shall: (i) continue pursuant to pay the Employee's annual base salary in the then prevailing amount and at the times specified in Subsection 3(aSection 4(a) hereof, or if the Executive shall terminate his employment pursuant to Section 4(b) hereof, the Company shall pay to the Executive the amount specified in Section 5(a)(i) hereof within ten business days after the date (the "Termination Date") that the Executive's employment is terminated (the effective date of which shall be the date of termination, or such annual base salary has decreased during other date that may be specified by the one year period ending on Executive if the Employee's termination is pursuant to Section 4(b) hereof): i) In lieu of employmentany further payments to the Executive for periods subsequent to the Termination Date, but without affecting the rights of the Executive referred to in Section 5(b) hereof, a lump sum payment (the "Severance Payment") in an amount equal to the present value (using a discount rate required to be utilized for purposes of computations under Section 280G of the Code or any successor provision thereto, or if no such rate is so required to be used, a rate equal to the then-applicable interest rate prescribed by the Pension Benefit Guarantee Corporation for benefit valuations in connection with non-multiemployer pension plan terminations assuming the immediate commencement of benefit payments (the "Discount Rate")) of the sum of (A) the aggregate Base Pay (at the highest rate in effect during such one the Term prior to the Termination Date) for each remaining year period; -------------------------------------------------------------------------------- Page 7 -------------------------------------------------------------------------------- (ii) continue the Employee's participation in the Bonus Plan as provided in Subsection 3(b) hereof provided that the Company will: (A) pay the Employee a bonus under the Bonus Plan for the partial year period ending on the date or fraction of the Employee's Period of Employment which the Executive would have received had such termination of employment calculated as if the Employee had continued to be employed for the entire year except that the Employee's bonus percentage (calculated at the time and in the manner customary as of the date of this Agreementor breach not occurred, but disregarding the termination of employment of the Employee) shall be applied to the Employee's annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's termination of employment; and plus (B) thereafterthe aggregate Incentive Pay (based upon the greatest amount of Incentive Pay paid or payable to the Executive for any year during the Term but prior to the year in which the Termination Date occurs), which the Executive would have received pursuant to this Agreement during the remainder of the Payment TermPeriod of Employment had his employment continued for the remainder of the Period of Employment; provided, a bonus however, that in no event will the "present value" (as determined under Section 280G of the Code or any successor provision thereto) of the amount otherwise payable hereunder, when added to the "present value" (as determined under Section 280G of the Code or any successor provision thereto) of any other "parachute payments" (as that term is defined in Section 280G of the Code (without regard to Section 280G(b)(2)(A)(ii) thereof) or any successor provision thereto) from the Company, exceed an amount (the "299% Amount") equal to 299% of the EmployeeExecutive's Target Annual Bonus Percentage"base amount" (as that term is defined in Section 280G of the Code or any successor provision thereto) and if the amount otherwise payable hereunder would exceed the 299% Amount, multiplied the Severance Payment shall be reduced to the extent necessary so that the aggregate present value determined in the previous clause does not exceed the 299% Amount. ii) The determination of whether any amount otherwise payable under Section 5(a)(i) causes the 299% Amount to be exceeded shall be made, if requested by the Employee's annual base salary in Executive or the amount specified in Subsection 5(a)(i) payable during Company, by tax counsel selected by the year (or portion thereof) for which Company and reasonably acceptable to the bonus is being calculated; with Executive. The costs of obtaining such amounts being payable when bonuses under determination shall be borne by the Bonus Plan are customarily payable, except Company. The fact that the final bonus Executive shall be payable with have his right to the final payment Severance Payment reduced as a result of the annual base salary under Subsection 5(a)(iexistence of the limitations contained in this Section 5(a) hereof; (iii) pay for executive outplacement services for shall not limit or otherwise affect any rights of the Executive to any Employee from a nationally recognized executive outplacement firm at a level consistent with Benefit, or other right arising other than pursuant to this Agreement. Without limiting the employeegenerality of the foregoing, upon the Executive's position, provided that such outplacement services will be provided for a six (6) month period commencing on the date of termination of employment regardless of the Payment Term; and (iv) In lieu of the payments described as provided in Subsections 5(a)(i) and 5(a)(ii) hereofthis Section 5, at the Employee's request, submitted in writing to the Company within five (5) business days after the date of the Employee's termination of employment: (A) the Company will shall pay the total of the Employee's annual base salary payments described in Subsection 5(a)(i) in a single sum within thirty (30) days following the Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan payments described in Subsection 5(a)(ii) shall be made at the same time as the Employee's payment under Subsection 5(a)(vi)(A) but shall be calculated using the Employee's Target Annual Bonus Percentage for over to him all calculation purposes. (b) If the Employee's employment hereunder terminates due to the Employee's death, disability, termination by the Company for Cause or termination by the Employee other than for Good Reason, then no further compensation or benefits will be provided to the Employee by the Company under this Agreement following the date of such termination of employment other than payment of compensation earned to the date of termination of employment but not yet paid. As more fully and generally provided in Section 16 hereof, this Subsection 5(b) shall not be interpreted to deny the Employee any vested benefits to which he may be is entitled under and in accordance with the terms of the Company's employee savings, stock ownership, supplemental executive retirement and similar Plans in the event such payments are not otherwise made in accordance with the terms of such plans. iii) Except to the extent that the payments or benefits pursuant to this Section 5(a)(iii) would result in a reduction of the amount of the Severance Payment because they would exceed the 299% Amount, (A) for the remainder of the Period of Employment the Company shall arrange to provide the Executive with Employee Benefits substantially similar to those which the Executive was receiving or entitled to receive immediately prior to the Termination Date (and if and to the extent that such benefits shall not or cannot be paid or provided under any plan policy, plan, program or arrangement of the Company solely due to the fact that the Executive is no longer an officer or employee of the Company, then the Company shall itself pay or provide for the payment to the Executive, his dependents and beneficiaries, such Employee Benefits) and (B) without limiting the generality of the foregoing, the remainder of the Period of Employment shall be considered service with the Company for the purpose of service credits under the Company's retirement income, supplemental executive retirement and other benefit plans of the Company applicable to the EmployeeExecutive or his beneficiaries immediately prior to the Termination Date. LikewiseWithout otherwise limiting the purposes or effect of Section 6 hereof, Employee Benefits payable to the Executive pursuant to this Subsection 5(bSection 5(a)(iii) by reason of any "welfare benefit plan" of the Company (as the term "welfare benefit plan" is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall not be interpreted reduced to entitle the Employee to a bonus under extent comparable welfare benefits are actually received by the Bonus Plan Executive from another employer during such period following his termination of employment except as provided in the Bonus Plan which requires employment on Executive's Termination Date until the last day expiration of the Company's taxable year as a condition to receipt Period of a bonus thereunder for such year except in the cases of death, disability or retirement at or after either age 62 with ten years of service or age 65Employment. (civ) Notwithstanding anything contained in this Agreement any provision of the Section 5(a) to the contrary, in the event the benefits intended to be provided to the Executive pursuant to Section 5(a)(iii) hereof are required to be reduced in whole or in part because the value of such Employee Benefits, when added to the amount of the Severance Payment under Section 5(a)(i), would exceed 299% Amount, the Executive shall have the option to elect to receive, in lieu of all or a portion of the Severance Payment provided in Section 5(a)(i) hereof, one or more Employee Benefits, provided that (A) prior to the receipt of any payment under Section 5(a)(i) hereof, the Executive Benefit or Employee Benefits so elected to be received, and (B) in no event shall the "aggregate present value of the payments in the nature of compensation" (as that phrase is used in Section 280G of the Code) received by the Executive as a result of the receipt of such Employee Benefits, when added to the remaining portion of the Severance Payment, if any, to be received by the Executive, exceed the 299% Amount. v) In addition to all other than compensation due to the Executive, the following shall occur immediately following the occurrence of a Change in Control: A) all Company stock options held by the Executive prior to a Change in Control shall become fully exercisable, regardless of whether or not the vesting conditions set forth in the relevant stock option agreements have been satisfied in full; and B) all restrictions on any restricted Company stock granted to the Executive prior to a Change in Control shall be removed and the stock shall be freely transferable, regardless of whether the conditions set forth in the relevant restricted stock agreements have been satisfied in full. b) Upon written notice given by the Executive to the Company prior to the receipt of any payment pursuant to Section 16 5(a) hereof, the Executive, at his sole option, without reduction to reflect the present value of such amounts as aforesaid, may elect to have all or any of the Severance Payment payable pursuant to Section 5(a)(i) hereof paid to him on a quarterly or monthly basis during the remainder of the Period of Employment. c) There shall be no right of set-off or counterclaim in respect of any claim, debt or obligation against any payment to or benefit for the Executive provided for in this Agreement. d) Without limiting the rights of the Executive at law or in equity, if the Employee breaches Company fails to make any payment required to be made hereunder on a timely basis, the Company shall pay interest on the amount thereof at an annualized rate of his obligations under Section 9 or 10 hereof, no further severance payments or other benefits will be payable interest equal to the Employee under this Section 5then-applicable Discount Rate or, if lesser, the highest rate allowed by applicable usury laws.

Severance Compensation. If the Employee's employment is terminated ---------------------- during a Protected Period, the following severance provisions will apply: (a) If If, before the Contract Expiration Date, Employee's employment is terminated by the Company other than for Cause without cause or is terminated by the Employee for Good Reasongood reason, then, except as provided in Paragraph 12(b), 12(c), or 12(d), the Company shall pay and provide to Employee the following compensation and benefits through the one year period commencing on last to occur of (x) the expiration of twenty-four months after the effective date of the Employee's termination of employment termination, and (y) the Contract Expiration Date (such last-to-occur date is hereinafter referred to as the "Payment TermSeverance Benefits Termination Date") the Company shall:): (i) continue to pay the Employee's annual base salary in the then prevailing amount Base Salary and at the times specified in Subsection 3(a) hereof, or if such annual base salary has decreased during the one year period ending on the Employee's termination of employment, Annual Bonus at the highest rate payable to Employee during the Contract Period, to be paid at the times provided in effect during such one year period; -------------------------------------------------------------------------------- Page 7 --------------------------------------------------------------------------------Paragraph 5 hereof; (ii) continue in lieu of the Employee's participation in opportunity to receive stock option grants during the Bonus Plan as provided in Subsection 3(b) hereof provided that period from the effective date of termination through the Severance Benefits Termination Date, the Company will: will pay to Employee an amount in cash equal to the product of (A) pay the Employee a bonus under the Bonus Plan for the partial year period ending on the date aggregate value of the Employee's termination of employment calculated as if the stock options granted to Employee had continued to be employed for the entire year except that the Employee's bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied with Respect to the Employee's annual base salary payable fiscal year ended immediately prior to the Change in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's termination of employment; and Control and (B) thereaftera fraction, during the remainder numerator of which is the number of days from the effective date of termination through the Severance Benefits Termination Date and the denominator of which is 365; for this purpose, the value of the Payment Term, a bonus equal to stock options will be determined using the Employee's Target Annual Bonus Percentage, multiplied by the Employee's annual base salary in the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereofBlack-Scholes option price model; (iii) pay for executive outplacement services for coverage under the Employee from a nationally recognized executive outplacement firm at a level consistent with the employeeCompany's positionmedical, dental, insurance, short-term disability, long-term disability plans, and other Plans, as listed on Exhibit A, Items 7 through 14 (provided that such outplacement services will be provided for a six (6) month period commencing he became eligible to participate therein prior to the date his employment is terminated), each as in effect on the date of termination of Change in Control Date (or, if subsequently amended to increase benefits to Employee or his dependents, as so amended) and each as if Employee's employment regardless of had continued through the Payment TermSeverance Benefits Termination Date; and (iv) In lieu coverage and service credit under the Salaried Plan and the Excess Benefit Plans maintained in connection with the Salaried Plan under which he is eligible to participate so that the aggregate benefits payable to or with respect to the Employee under the Salaried Plan and the Excess Benefit Plan will be equal to the aggregate benefits that would have been paid to or with respect to Employee under the Salaried Plan and the Excess Benefit Plans if Employee's employment had continued through the Severance Benefits Termination Date. If any of the payments described in Subsections 5(a)(i) and 5(a)(ii) hereofbenefits to be provided under the Company's Plans cannot be provided through that Plan to Employee following termination of his employment, at the Employee's request, submitted in writing to the Company within five shall directly provide the full equivalent of such benefits to Employee. For example, since it is not possible to provide additional service credit directly through the Salaried Plan, if Employee becomes entitled to an additional 18 months of service credit under the Salaried plan pursuant to (5iv) business days after the date of the Employee's termination of employment: (A) above, the Company will be required to pay to Employee, from its general assets, on each date on which Employee receives a payment from the total of Salaried Plan, a supplemental payment equal to the amount by which that particular payment under the Salaried Plan would have been increased if Employee's annual base salary total service credit under the Salaried Plan were 18 months greater than is actually the case by reason of this Agreement. In addition, if in these circumstances any payments described in Subsection 5(a)(i) in a single sum within thirty (30) days become due under the Salaried Plan with respect to Employee following his death, the Company will be obligated to make similar supplemental payments with respect to Employee on the dates on which payments are made with respect to Employee under the Salaried Plan. Furthermore, the provisions of this Agreement shall not affect the validity or enforceability of any other agreement between the Company and Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan payments described in Subsection 5(a)(ii) , and the benefits provided under this Agreement shall be made at the same time as the additive to any other benefits promised to Employee under such other agreement. Moreover, this Agreement shall not operate to negate any other assurances provided to Employee's payment under Subsection 5(a)(vi)(A) but shall be calculated using the Employee's Target Annual Bonus Percentage for all calculation purposes. (b) If Employee becomes entitled to compensation and benefits pursuant to Paragraph 12(a) he shall use reasonable efforts to seek other employment, provided, however, that he shall not be required to accept a position of less importance and dignity or of substantially different character than of his position with the Company or a position that would require Employee to engage in activity in violation of Employee's employment hereunder terminates due agreement with respect to noncompetition set forth in Paragraph 14 hereof nor shall he be required to accept a position outside the greater Cleveland area. The Company's obligations under item (i) and (ii) of Paragraph 12(a) will be offset by payments and benefits received by Employee from another employer to the following extent: (i) The Company's obligation to pay any particular installment of base salary following Employee's deathtermination will be offset, disabilityon a dollar for dollar basis, termination by any cash compensation received by Employee from another employer before the date on which the installment of base salary is payable by the Company. (ii) To the extent that Employee is provided medical, dental, or short-term or long-term disability income protection benefits by another employer during any period, the Company will be relieved of its obligation to provide such benefits to Employee. For example, if a new employer provides Employee with a medical benefits plan that pays $500.00 for Cause or termination a specific claim made by Employee and the Employee other than Company's medical insurance plan would have paid $750.00 for Good Reasonthat claim, then the Company will be obligated to pay Employee $250.00 with respect to that claim. Other than as provided in this Paragraph 12(b) Employee shall have no further compensation duty to mitigate the amount of any payment or benefit provided for in this Agreement. (c) If during any period in which Employee is entitled to payments or benefits will be provided to the Employee by from the Company under this Agreement Paragraph 12(a): (i) Employee materially and willfully breaches his agreement with respect to confidential information set forth in Paragraph 13 hereof and such breach directly causes the Company substantial and demonstrable damage; or (ii) Employee materially and wilfully breaches his agreement with respect to noncompetition set forth in Paragraph 14 hereof and such breach directly causes the Company substantial and demonstrable damage; then the Company will be relieved of its obligations under paragraph 12(a) hereof as of the first day of the month immediately following the date of such termination material breach. (d) If Employee dies on or before the Severance Benefits Termination Date and immediately before his death he is entitled to payments or benefits from the Company under Paragraph 12(a), the Company will be relieved of employment other than payment its obligations under item (i) of compensation earned to the date of termination of employment but not yet paid. As more fully and generally provided in Section 16 hereof, this Subsection 5(bParagraph 12(a) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement as of the Company applicable to the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last first day of the Companymonth immediately following the month in which Employee dies and thereafter the Company will provide to Employee's taxable year beneficiaries and dependents salary continuation payments, benefits under the Excess Benefits Plan (as supplemented by item (iii) of Paragraph 12(a), and continuing medical and dental benefits to the same extent (subject to reduction for payments or benefits from a condition to receipt of a bonus thereunder for such year except new employer under paragraph 12(b) as if Employee's death had occurred while Employee was in the cases active employ of death, disability or retirement at or after either age 62 with ten years of service or age 65the Company. (c) Notwithstanding anything contained in this Agreement to the contrary, other than Section 16 hereof, if the Employee breaches any of his obligations under Section 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee under this Section 5.

Severance Compensation. If the Employee's employment is terminated ---------------------- during a Protected Periodterminated, the following severance provisions will apply: (a) If the Employee's employment is terminated by the Company other than for Cause or is terminated by the Employee for Good Reason, then, through the one year period commencing on remaining Employment Term as specified in Subsection 1 (b) hereof, determined without regard to Subsection 1(b)(iii) hereof, (such remaining Employment Term calculated without regard to Subsection 1(b)(iii), and without regard to whether the date Employee elects accelerated payments of the Employee's termination of employment (annual base salary and bonus in accordance with Subsection 5(a)(vi), is hereinafter referred to as the "Payment Term") the Company shall: (i) continue to pay the Employee's annual base salary in the then prevailing amount and at the times specified in Subsection 3(a) hereof, or if such annual base salary has decreased during the one year period ending on the Employee's termination of employment, at the highest rate in effect during such one year period; -------------------------------------------------------------------------------- Page 7 --------------------------------------------------------------------------------; (ii) continue the Employee's participation in the Bonus Plan as provided in Subsection 3(b) hereof provided that the Company will: (A) pay the Employee a bonus under the Bonus Plan for the partial year period ending on the date of the Employee's termination of employment calculated as if the Employee had continued to be employed for the entire year except that the Employee's bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the Employee's annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's termination of employment; and (B) thereafter, during the remainder of the Payment Term, a bonus equal to the Employee's Target Annual Bonus Percentage, multiplied by the Employee's annual base salary in the amount specified in Subsection 5(a)(i) payable during the year -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereof; (iii) continue in effect the medical and dental coverage, long and short-term disability protection, and any life insurance protection (including life insurance protection being paid for by the Employee), being provided to the Employee immediately prior to the Employee's termination of employment, or if any of such benefits have decreased during the one year period ending on the Employee's termination of employment, at the highest level in effect during such one year period; (iv) continue to pay the automobile allowance and the personal financial planning allowance as provided in Subsection 3(f) hereof; (v) pay for executive outplacement services for the Employee from a nationally recognized executive outplacement firm at a the level consistent with provided for the employee's positionmost senior executives, provided that such outplacement services will be provided for a six (6) month one year period commencing on the date of termination of employment regardless of the Payment Term; and. (ivvi) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii) hereof, at the Employee's request, submitted in writing to the Company within five (5) business days after the date of the Employee's termination of employment: (A) the Company will pay the total of the Employee's annual base salary payments described in Subsection 5(a)(i) in a single sum within thirty (30) days following the Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan payments described in Subsection 5(a)(ii) shall be made at the same time as the Employee's payment under Subsection 5(a)(vi)(A) but shall be calculated using the Employee's Target Annual Bonus Percentage for all calculation purposes. (b) If the Employee's employment hereunder terminates due to the -------------------------------------------------------------------------------- Page 9 -------------------------------------------------------------------------------- Employee's death, disability, termination by the Company for Cause or termination by the Employee other than for Good Reason, then no further compensation or benefits will be provided to the Employee by the Company under this Agreement following the date of such termination of employment other than payment of compensation earned to the date of termination of employment but not yet paid. As more fully and generally provided in Section 16 hereof, this Subsection 5(b) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement of the Company applicable to the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his the Employee's termination of employment except as provided in the Bonus Plan which requires employment on the last day of the Company's taxable year as a condition to receipt of a bonus thereunder for such year except in the cases of death, disability or retirement at or after either age 62 with ten years of service or age 65. (c) Notwithstanding anything contained in this Agreement to the contrary, other than Section 16 hereof, if the Employee breaches any of his the Employee's obligations under Section 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee under this Section 5.

Severance Compensation. If the Employee's employment is terminated ---------------------- during a Protected Period, the following severance provisions will apply: (a) If the Employee's employment is terminated by the Company other than for Cause or is terminated by the Employee for Good Reason, then, through the one year period commencing on the date of the Employee's Upon termination of employment (for any reason, the "Payment Term") the Company shall: (i) continue to pay the Employee's annual base salary in the then prevailing amount and at the times specified in Subsection 3(a) hereof, or if such annual base salary has decreased during the one year period ending on the Employee's termination of employment, at the highest rate in effect during such one year period; -------------------------------------------------------------------------------- Page 7 -------------------------------------------------------------------------------- (ii) continue the Employee's participation in the Bonus Plan as provided in Subsection 3(b) hereof provided that the Company will: Executive shall be entitled to: (A) pay the Employee a bonus under the Bonus Plan for the partial year period ending on the date of the Employee's termination of employment calculated as if the Employee had continued to be employed for the entire year except that the Employee's bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the Employee's annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's termination of employment; and (B) thereafter, during the remainder of the Payment Term, a bonus equal to the Employee's Target Annual Bonus Percentage, multiplied by the Employee's annual base salary in the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereof; (iii) pay for executive outplacement services for the Employee from a nationally recognized executive outplacement firm at a level consistent with the employee's position, provided that such outplacement services will be provided for a six (6) month period commencing on all Base Salary earned through the date of termination of employment regardless of the Payment Termto be paid according to Section 4; and (iv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii) hereof, at the Employee's request, submitted in writing to the Company within five (5) business days after the date of the Employee's termination of employment: (A) the Company will pay the total of the Employee's annual base salary payments described in Subsection 5(a)(i) in a single sum within thirty (30) days following the Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan payments described any Annual Bonuses, pro-rated, to be paid in Subsection 5(a)(iiaccordance with Section 5(a) shall be made at the same time above.; (C) all accrued but unused vacation time, and (d) reimbursement of all reasonable expenses as the Employee's payment under Subsection 5(a)(vi)(A) but shall be calculated using the Employee's Target Annual Bonus Percentage for all calculation purposesset forth in Section 8. (b) If In the Employee's employment hereunder terminates due to the Employee's death, disability, event of a termination by the Company for Cause or termination without Cause, by the Employee other than Executive for Good ReasonReason or by the Executive within one hundred eighty days (180) days of the occurrence of a Change of Control (as defined below) and subject to the additional provisions of Section 11(d)(3), then no further compensation or benefits will be provided in addition to the Employee severance compensation set forth in Section 6(a), Executive shall also be entitled to the following enhanced separation benefits (“Enhanced Separation Benefits”): (i) the greater of Executive’s continued Base Salary through the balance of the Employment Period, as renewed, or ) twelve (12) months of Executive’s then Base Salary; (ii) continued participation in Company welfare benefit plans (including health benefits) on the same terms as immediately prior to termination and to be paid in full by the Company under for the period of time set forth in this Agreement following Section 6(b) (not to be less than twelve months of continuation of benefits) and (iii) immediate vesting of all stock options/equity awards. (c) Upon termination of Executive’s continued benefits (either pursuant to Section 6(a) or 6(b) as the case may be), the Executive may continue coverage with respect to the Company’s group health plans as permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for himself and each of his “Qualified Beneficiaries” as defined by COBRA (“COBRA Coverage”). The Company shall reimburse the amount of any COBRA premium paid for COBRA Coverage timely elected by and for the Executive and any Qualified Beneficiary of the Executive, and not otherwise reimbursed, during the period that ends on the earliest of (x) the date of such termination of employment other than payment of compensation earned the Executive or the Qualified Beneficiary, as the case may be, ceases to the date of termination of employment but not yet paid. As more fully and generally provided in Section 16 hereofbe eligible for COBRA Coverage, this Subsection 5(b(y) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement of the Company applicable to the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last day of the Company's taxable year consecutive eighteen (18) month period following the date of the Executive’s termination of employment and (z) the date the Executive or the Qualified Beneficiary, as a condition to receipt of a bonus thereunder for such year except in the cases of deathcase may be, disability or retirement at or after either age 62 with ten years of service or age 65. (c) Notwithstanding anything contained in this Agreement to the contrary, other than Section 16 hereof, if the Employee breaches is covered by another group health plan. To reimburse any of his obligations under Section 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee COBRA premium payment under this Section 5paragraph, the Company must receive documentation of the COBRA premium payment within ninety (90) days of its payment.

Severance Compensation. If the Employee's ’s employment is terminated ---------------------- during a Protected Periodterminated, the following severance provisions will apply: (a) If the Employee's ’s employment is terminated by the Company other than for Cause or is terminated by the Employee for Good Reason, then, through the one year period commencing on remaining Employment Term as specified in Subsection 1(b) hereof, determined without regard to Subsection 1(b)(ii) hereof, (such remaining Employment Term calculated without regard to Subsection 1(b)(ii), and without regard to whether the date Employee elects accelerated payments of the Employee's termination of employment (’s annual base salary and bonus in accordance with Subsection 5(a)(v), is hereinafter referred to as the "“Payment Term"”) the Company shall: (i) continue to pay the Employee's ’s annual base salary in the then prevailing amount and at the times specified in Subsection 3(a) hereof, or if such annual base salary has decreased during the one year period ending on the Employee's ’s termination of employment, at the highest rate in effect during such one year period; -------------------------------------------------------------------------------- Page 7 --------------------------------------------------------------------------------; (ii) continue the Employee's ’s participation in the Bonus Plan as provided in Subsection 3(b) hereof provided that the Company will: (A) pay the Employee a bonus under the Bonus Plan for the partial year period ending on the date of the Employee's ’s termination of employment calculated as if the Employee had continued to be employed for the entire year except that the Employee's ’s bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the Employee's ’s annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's ’s termination of employment; and (B) thereafter, during the remainder of the Payment Term, a bonus equal to the Employee's ’s Target Annual Bonus Percentage, multiplied by the Employee's ’s annual base salary in the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereof; (iii) continue in effect the medical and dental coverage, long and short-term disability protection, and any life insurance protection (including life insurance protection being paid for by the Employee), being provided to the Employee immediately prior to the Employee’s termination of employment, or if any of such benefits have decreased during the one year period ending on the Employee’s termination of employment, at the highest level in effect during such one year period; (iv) pay for executive outplacement services for the Employee from a nationally recognized executive outplacement firm at a the level consistent with the employee's positionprovided for vice-presidents of major corporations, provided that such outplacement services will be provided for a six (6) month one year period commencing on the date of termination of employment regardless of the Payment Term; and (ivv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii) hereof, at the Employee's ’s request, submitted in writing to the Company within five (5) business days after the date of the Employee's ’s termination of employment: (A) the Company will pay the total of the Employee's ’s annual base salary payments described in Subsection 5(a)(i) in a single sum within thirty (30) days following the Employee's ’s termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan payments described in Subsection 5(a)(ii) shall be made at the same time as the Employee's ’s payment under Subsection 5(a)(vi)(A) but shall be calculated using the Employee's ’s Target Annual Bonus Percentage for all calculation purposes. (b) If the Employee's ’s employment hereunder terminates due to the Employee's ’s death, disability, termination by the Company for Cause or termination by the Employee other than for Good Reason, then no further compensation or benefits will be provided to the Employee by the Company under this Agreement following the date of such termination of employment other than payment of compensation earned to the date of termination of employment but not yet paid. As more fully and generally provided in Section 16 15 hereof, this Subsection 5(b) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement of the Company applicable to the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last day of the Company's ’s taxable year as a condition to receipt of a bonus thereunder for such year except in the cases of death, disability or retirement at or after either age 62 with ten years of service or age 6558. (c) Notwithstanding anything contained in this Agreement to the contrary, other than Section 16 15 hereof, if the Employee breaches any of his the Employee’s obligations under Section 8 or 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee under this Section 5.

Severance Compensation. If the Employee's employment is terminated ---------------------- during a Protected Periodterminated, the following severance provisions will apply: (a) If the Employee's employment is terminated by the Company other than for Cause or is terminated by the Employee for Good Reason, then, through the one year period commencing on remaining Employment Term as specified in Subsection 1(b) hereof, determined without regard to Subsection 1(b)(iii) hereof, (such remaining Employment Term calculated without regard to Subsection 1(b)(iii), and without regard to whether the date Employee elects accelerated payments of the Employee's termination of employment (annual base salary and bonus in accordance with Subsection 5(a)(v), is hereinafter referred to as the "Payment Term") the Company shall: (i) continue to pay the Employee's annual base salary in the then prevailing amount and at the times specified in Subsection 3(a) hereof, or if such annual base salary has decreased during the one year period ending on the Employee's termination of employment, at the highest rate in effect during such one year period; -------------------------------------------------------------------------------- Page 7 --------------------------------------------------------------------------------; (ii) continue the Employee's participation in the Bonus Plan as -------------------------------------------------------------------------------- Page 7 -------------------------------------------------------------------------------- provided in Subsection 3(b) hereof provided that the Company will: (A) pay the Employee a bonus under the Bonus Plan for the partial year period ending on the date of the Employee's termination of employment calculated as if the Employee had continued to be employed for the entire year except that the Employee's bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the Employee's annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's termination of employment; and (B) thereafter, during the remainder of the Payment Term, a bonus equal to the Employee's Target Annual Bonus Percentage, multiplied by the Employee's annual base salary in the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereof; (iii) continue in effect the medical and dental coverage, long and short-term disability protection, and any life insurance protection (including life insurance protection being paid for by the Employee), being provided to the Employee immediately prior to the Employee's termination of employment, or if any of such benefits have decreased during the one year period ending on the Employee's termination of employment, at the highest level in effect during such one year period; (iv) pay for executive outplacement services for the Employee from a nationally recognized executive outplacement firm at a the level consistent with the employee's positionprovided for vice- presidents of major corporations, provided that such outplacement services will be provided for a six (6) month one year period commencing on the date of termination of employment regardless of the Payment Term; and (ivv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii-------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- (a) (ii) hereof, at the Employee's request, submitted in writing to the Company within five (5) business days after the date of the Employee's termination of employment: (A) the Company will pay the total of the Employee's annual base salary payments described in Subsection 5(a)(i) in a single sum within thirty (30) days following the Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan payments described in Subsection 5(a)(ii) shall be made at the same time as the Employee's payment under Subsection 5(a)(vi)(A) but shall be calculated using the Employee's Target Annual Bonus Percentage for all calculation purposes. (b) If the Employee's employment hereunder terminates due to the Employee's death, disability, termination by the Company for Cause or termination by the Employee other than for Good Reason, then no further compensation or benefits will be provided to the Employee by the Company under this Agreement following the date of such termination of employment other than payment of compensation earned to the date of termination of employment but not yet paid. As more fully and generally provided in Section 16 hereof, this Subsection 5(b) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement of the Company applicable to the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last day of the Company's taxable year as a condition to receipt of a bonus thereunder for such year except in the cases of death, disability or retirement at or after either age 62 with ten years of service or age 65. (c) Notwithstanding anything contained in this Agreement to the contrary, other than Section 16 hereof, if the Employee breaches any of his the Employee's obligations under Section 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee under this Section 5.

Severance Compensation. If the Employee's employment is terminated ---------------------- during a Protected Period, the following severance provisions will apply: (a) If If, following the Employeeoccurrence of a Change in Control, the Company shall terminate the Executive's employment is terminated by during the Company Period of Employment other than for Cause or is terminated by the Employee for Good Reason, then, through the one year period commencing on the date of the Employee's termination of employment (the "Payment Term") the Company shall: (i) continue pursuant to pay the Employee's annual base salary in the then prevailing amount and at the times specified in Subsection 3(aSection 4(a) hereof, or if the Executive shall terminate his employment pursuant to Section 4(b) hereof, the Company shall continue to provide the following benefits and shall further pay to the Executive the following amounts within five business days after the date (the "Termination Date") that the Executive's employment is terminated (the effective date of which shall be the date of termination, or such annual base salary has decreased during other date that may be specified by the one year period ending on Executive if the Employee's termination is pursuant to Section 4(b) hereof): (i) In lieu of employmentany further payments to the Executive for periods subsequent to the Termination Date, but without affecting the rights of the Executive referred to in Section 5(b) hereof, a lump sum payment (the "Severance Payment") in an amount equal to the present value (using a discount rate required to be utilized for purposes of computations under Section 280G of the Code or any successor provision thereto, or if no such rate is so required to be used, a rate equal to the then-applicable interest rate prescribed by the Pension Benefit Guarantee Corporation for benefit valuations in connection with non-multiemployer pension plan terminations assuming the immediate commencement of benefit payments (the "Discount Rate")) of the sum of (A) the aggregate Base Pay (at the highest rate in effect during such one for any period prior to the Termination Date) for each remaining year period; -------------------------------------------------------------------------------- Page 7 -------------------------------------------------------------------------------- (ii) continue the Employee's participation in the Bonus Plan as provided in Subsection 3(b) hereof provided that the Company will: (A) pay the Employee a bonus under the Bonus Plan for the or partial year period ending on the date of the Employee's Period of Employment which the Executive would have received had such termination of employment calculated as if or breach not occurred, plus (B) the Employee had continued to be employed for the entire year except that the Employee's bonus percentage aggregate Incentive Pay (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the Employee's annual base salary payable determined in accordance with Subsection 3(athe standards set forth in Section 3(a)(ii) hereof for hereof), which the partial year period ending on the Employee's termination of employment; and (B) thereafterExecutive would have received pursuant to this Agreement or any agreement, policy, plan, program or arrangement referred to therein during the remainder of the Payment TermPeriod of Employment had his employment continued for the remainder of the Period of Employment (in which event the Executive will no longer be entitled to Incentive Pay under any such agreement, a bonus equal policy, plan, program or arrangement except for Incentive Pay to which he was entitled for service prior to the Employee's Target Annual Bonus PercentageTermination Date). (ii) For the remainder of the Period of Employment, multiplied the Company shall arrange to provide the Executive with Employee Benefits that are welfare benefits, but not stock option, stock purchase, stock appreciation, or similar compensatory benefits, substantially similar to those which the Executive was receiving or entitled to receive immediately prior to the Termination Date (and if and to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or any Subsidiary, as the case may be, then the Company shall itself pay or provide for the payment to the Executive, his dependents and beneficiaries, such Employee Benefits). Without otherwise limiting the purposes or effect of Section 7 hereof, Employee Benefits otherwise receivable by the Employee's annual base salary in the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereof; (iii) pay for executive outplacement services for the Employee from a nationally recognized executive outplacement firm at a level consistent with the employee's position, provided that such outplacement services will be provided for a six (6) month period commencing on the date of termination of employment regardless of the Payment Term; and (iv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii) hereof, at the Employee's request, submitted in writing Executive pursuant to the Company within five (5) business days after the date first sentence of the Employee's termination of employment: (A) the Company will pay the total of the Employee's annual base salary payments described in Subsection 5(a)(i) in a single sum within thirty (30) days following the Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan payments described in Subsection this Section 5(a)(ii) shall be made at reduced to the same time as extent comparable welfare benefits are actually received by the EmployeeExecutive from another employer during such period following the Executive's payment under Subsection 5(a)(vi)(A) but Termination Date, and any such benefits actually received by the Executive shall be calculated using reported by the Employee's Target Annual Bonus Percentage for all calculation purposes. (b) If the Employee's employment hereunder terminates due Executive to the Employee's deathCompany. Notwithstanding the foregoing, disability, termination by the remainder of the Period of Employment shall be considered service with the Company for Cause or termination by the Employee other than for Good Reason, then no further compensation or purpose of determining service credits and benefits will be provided due and payable to the Employee by Executive under the Company under this Agreement following the date of such termination of employment Company's retirement income, supplemental executive retirement and other than payment of compensation earned to the date of termination of employment but not yet paid. As more fully and generally provided in Section 16 hereof, this Subsection 5(b) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement benefit plans of the Company applicable to the Employee. LikewiseExecutive or his beneficiaries immediately prior to the Termination Date. (b) Upon written notice given by the Executive to the Company prior to the occurrence of a Change in Control, this Subsection 5(b) shall not be interpreted the Executive, at his sole option, without reduction to entitle reflect the Employee present value of such amounts as aforesaid, may elect to a bonus under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last day have all or any of the Company's taxable year as Severance Payment payable pursuant to Section 5(a)(i) hereof paid to him on a condition to receipt quarterly or monthly basis during the remainder of a bonus thereunder for such year except in the cases Period of death, disability or retirement at or after either age 62 with ten years of service or age 65Employment. (c) Notwithstanding anything contained There shall be no right of set-off or counterclaim in respect of any claim, debt or obligation against any payment to or benefit for the Executive provided for in this Agreement to Agreement, except as expressly provided in Section 5(a)(ii) hereof. (d) Without limiting the contrary, other than Section 16 hereofrights of the Executive at law or in equity, if the Employee breaches Company fails to make any payment required to be made hereunder on a timely basis, the Company shall pay interest on the amount thereof at an annualized rate of his obligations under Section 9 or 10 interest equal to the then-applicable Discount Rate. (e) Notwithstanding any other provision hereof, no further severance payments or other benefits will be payable to the Employee parties' respective rights and obligations under this Section 55 will survive any termination or expiration of this Agreement or the termination of the Executive's employment for any reason whatsoever.

Severance Compensation. If the Employee's ’s employment is terminated ---------------------- during a Protected Periodterminated, the following severance provisions will apply: (a) If the Employee's ’s employment is terminated by the Company other than for Cause or is terminated by the Employee for Good Reason, then, through the one year period commencing on remaining Employment Term as specified in Subsection 1(f) hereof, (such remaining Employment Term is hereinafter referred to as the date of the Employee's termination of employment (the "“Payment Term"”) the Company shall: (i) continue to pay the Employee's ’s annual base salary in the then prevailing amount and at the times specified in Subsection 3(a) hereof, or if such annual base salary has decreased during the one year period ending on the Employee's ’s termination of employment, at the highest rate in effect during such one year period; -------------------------------------------------------------------------------- Page 7 --------------------------------------------------------------------------------; (ii) continue the Employee's ’s participation in the Bonus Plan as provided in Subsection 3(b) hereof provided that the Company will: (A) pay the Employee a prorated bonus under the Bonus Plan for the partial year period ending on the date of the Employee's ’s termination of employment calculated as if the Employee had continued to be employed for the entire year except that the Employee's ’s bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the Employee's ’s annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's ’s termination of employment; and (B) thereafter, during the remainder of the Payment Term, a bonus equal to the Employee's ’s Target Annual Bonus Percentage, multiplied by the Employee's ’s annual base salary in the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereof; (iii) continue in effect the medical and dental coverage, and any life insurance protection (including life insurance protection being paid for by the Employee), being provided to the Employee immediately prior to the Employee’s termination of employment, or if any of such benefits have decreased during the one year period ending on the Employee’s termination of employment, at the highest level in effect during such one year period, as long as the Employee continues to make the applicable employee contributions in effect during the Payment Term based on the most senior level contribution rate; and (iv) pay for executive outplacement services for the Employee from a nationally recognized executive outplacement firm at a the level consistent with the employee's positionprovided for vice-presidents of comparable size corporations, provided that such outplacement services will be provided for a six (6) month one year period commencing on the date of termination of employment regardless of the Payment Term; and (iv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii) hereof, at the Employee's request, submitted in writing to the Company within five (5) business days after the date of the Employee's termination of employment: (A) the Company will pay the total of the Employee's annual base salary payments described in Subsection 5(a)(i) in a single sum within thirty (30) days following the Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan payments described in Subsection 5(a)(ii) shall be made at the same time as the Employee's payment under Subsection 5(a)(vi)(A) but shall be calculated using the Employee's Target Annual Bonus Percentage for all calculation purposes. (b) If the Employee's ’s employment hereunder terminates due to the Employee's ’s death, disability, termination by the Company for Cause or termination by the Employee other than for Good Reason, then no further compensation or benefits will be provided to the Employee by the Company under this Agreement following the date of such termination of employment other than payment of compensation earned to the date of termination of employment but not yet paid. As more fully and generally provided in Section 16 15 hereof, this Subsection 5(b) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement of the Company applicable to the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last day of the Company's ’s taxable year as a condition to receipt of a bonus thereunder for such year except in the cases of death, disability or retirement at or after either age 62 with ten years of service with the Company or age 65. (c) Notwithstanding anything contained in this Agreement to the contrary, other than Section 16 15 hereof, if the Employee breaches any of his the Employee’s obligations under Section 8 or 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee under this Section 5.

Severance Compensation. If the Employee's ’s employment is terminated ---------------------- during a Protected Periodterminated, the following severance provisions will apply: (a) If If, during the term of this agreement, the Employee's ’s employment is terminated by the Company other than for Cause or is terminated by the Employee for Good Reason, then, through the one year for a period commencing on the date of the Employee's two (2) years after such termination of employment (the "“Payment Term"”) the Company shall: (i) continue to pay the Employee's ’s annual base salary in the then prevailing amount and at the times specified in Subsection 3(a) hereof, or if such annual base salary has decreased during the one year period ending on the Employee's ’s termination of employment, at the highest rate in effect during such one year period; -------------------------------------------------------------------------------- Page 7 --------------------------------------------------------------------------------; (ii) continue the Employee's ’s participation in the Bonus Plan as provided in Subsection 3(b) hereof provided that the Company will: (A) pay the Employee a prorated bonus under the Bonus Plan for the partial year period ending on the date of the Employee's ’s termination of employment calculated as if the Employee had continued to be employed for the entire year except that the Employee's ’s bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the Employee's ’s annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's ’s termination of employment; and (B) thereafter, during the remainder of the Payment Term, a bonus equal to the Employee's ’s Target Annual Bonus Percentage, multiplied by the Employee's ’s annual base salary in the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus for the final partial year during the Payment Term shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereof;; and (iii) pay continue in effect the medical and dental coverage, long and short-term disability protection, and any life insurance protection (including life insurance protection being paid for executive outplacement services for by the Employee), being provided to the Employee from a nationally recognized executive outplacement firm at a level consistent with immediately prior to the employee's positionEmployee’s termination of employment, provided that or if any of such outplacement services will be provided for a six (6) month benefits have decreased during the one year period commencing ending on the date of Employee’s termination of employment regardless of the Payment Term; and (iv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii) hereofemployment, at the Employee's request, submitted highest level in writing to the Company within five (5) business days after the date of the Employee's termination of employment: (A) the Company will pay the total of the Employee's annual base salary payments described in Subsection 5(a)(i) in a single sum within thirty (30) days following the Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan payments described in Subsection 5(a)(ii) shall be made at the same time effect during such one year period as long as the Employee's payment under Subsection 5(a)(vi)(A) but shall be calculated using Employee continues to make the Employee's Target Annual Bonus Percentage for all calculation purposesapplicable employee contributions in effect during the Payment Term based on the most senior level contribution rate. (b) If the Employee's ’s employment hereunder terminates due to the Employee's ’s death, disability, termination by the Company for Cause or termination by the Employee other than for Good Reason, then no further compensation or benefits will be provided to the Employee by the Company under this Agreement following the date of such termination of employment other than payment of compensation earned to the date of termination of employment but not yet paid. As more fully and generally provided in Section 16 15 hereof, this Subsection 5(b) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement of the Company applicable to the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last day of the Company's ’s taxable year as a condition to receipt of a bonus thereunder for such year except in the cases of death, disability death or retirement at or after either age 62 with ten years of service or age 65disability. (c) Notwithstanding anything contained in this Agreement to the contrary, other than Section 16 15 hereof, if the Employee breaches any of his the Employee’s obligations under Section 8 or 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee under this Section 5. (d) If the Employee retires from the Company after July 22, 2010, the Company will pay the Employee a prorated bonus under the Bonus Plan for the partial year period ending on the date of the Employee’s retirement from employment calculated as if the Employee had continued to be employed for the fiscal entire year, except that the Employee’s bonus percentage (calculated in accordance with the Bonus Plan in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the portion of the Employee’s annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period commencing at the start of the fiscal year in which the Employee retires and ending on the Employee’s retirement date.

Severance Compensation. If Upon termination of Executive's employment prior to expiration of the EmployeeEmployment Period unless the Executive's employment is terminated ---------------------- during a Protected Period, the following severance provisions will apply: (a) If the Employee's employment is terminated by the Company other than for Cause or is terminated by the Employee for Executive terminates his employment without Good Reason, then, through the one year period commencing on Executive shall be entitled to receive any and all reasonable expenses paid or incurred by the date Executive in connection with and related to the performance of the Employee's termination of employment (the "Payment Term") his duties and responsibilities for the Company shall: (i) continue to pay the Employee's annual base salary in the then prevailing amount and at the times specified in Subsection 3(a) hereof, or if such annual base salary has decreased during the one year period ending on the Employeetermination date, any accrued but unused vacation time through the termination date in accordance with Company policy and an amount equal to (a) Executive's termination of employmentBase Salary during the prior six months and (b) Bonus and Override Bonus during, at prior six months (the highest rate “Separation Period”), as in effect during such one year period; -------------------------------------------------------------------------------- Page 7 -------------------------------------------------------------------------------- (ii) continue the Employee's participation in the Bonus Plan as provided in Subsection 3(b) hereof provided that the Company will: (A) pay the Employee a bonus under the Bonus Plan for the partial year period ending on the date of the Employee's termination of employment calculated as if the Employee had continued to be employed for the entire year except that the Employee's bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding termination (the termination of employment of the Employee) shall be applied to the Employee's annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's termination of employment; and (B) thereafter, during the remainder of the Payment Term, a bonus equal to the Employee's Target Annual Bonus Percentage, multiplied by the Employee's annual base salary in the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereof; (iii) pay for executive outplacement services for the Employee from a nationally recognized executive outplacement firm at a level consistent with the employee's position“Separation Payment”), provided that Executive executes an agreement releasing Company and its affiliates from any liability associated with this Agreement in form and terms satisfactory to the Company and complies with his other obligations under this Agreement as provided in Section 12 and 13 hereof, as a condition to such outplacement services will be provided for a six Separation Payment. In the event that either party provides the other party with written notice not to renew this Agreement at least three (63) month period commencing on months prior to the expiration of the Employment Period pursuant to Paragraph 2 and the Company, after such notice, terminates Executive's employment prior to the expiration of the Employment Period, the date of termination for purposes of employment regardless this Paragraph 6 shall be construed to be the expiration of the Payment TermEmployment Period; and (iv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii) hereof, at the Employee's request, submitted in writing to the Company within five (5) business days after the date of the Employee's termination of employment: (A) the Company will pay the total of the Employee's annual base salary payments described in Subsection 5(a)(i) in a single sum within thirty (30) days following the Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan payments described in Subsection 5(a)(ii) effect which shall be made at that Executive shall continue to receive his Base Salary, Bonuses and other perquisites and benefits specified in this Agreement through the same time stated Employment Period after which the Severance Compensation as specified in this Paragraph 6 shall commence. [For purposes of illustration, in the Employeeevent that Executive notifies Company on September 15, 2014 of his intention not to renew this Agreement and Company, on September 16, 2014 terminates Executive's payment under Subsection 5(a)(vi)(A) but employment, Executive shall be calculated using entitled to receive his Base Salary, Bonuses and other perquisites and benefits specified in this Agreement in full through December 31, 2014 as if still employed by Company with the EmployeeSeverance Compensation specified in this Paragraph 6 to commence on January 1, 2015.] In addition, the Executive's Target Annual Bonus Percentage for all calculation purposes. (b) If the Employee's employment hereunder terminates due to the Employee's death, disability, termination by the Company for Cause or termination by the Employee other than for Good Reason, then no further compensation or benefits cost of COBRA coverage will be provided to the Employee by the Company under this Agreement covered for a period of six months following the date of such termination of employment other than payment of compensation earned to termination. The Separation Payment shall be paid in in accordance with the date of termination of employment but not yet paid. As more fully and generally provided in Section 16 hereof, this Subsection 5(b) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement of the Company applicable to the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last day customary payroll practices of the Company's taxable year as a condition to receipt of a bonus thereunder for such year except in the cases of death, disability or retirement at or after either age 62 with ten years of service or age 65. (c) Notwithstanding anything contained in this Agreement to the contrary, other than Section 16 hereof, if the Employee breaches any of his obligations under Section 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee under this Section 5.

Severance Compensation. If the Employee's ’s employment is terminated ---------------------- during a Protected Periodterminated, the following severance provisions will apply: (a) If the Employee's ’s employment is terminated by the Company other than for Cause or is terminated by the Employee for Good Reason, then, through the one year period commencing on remaining Employment Term as specified in Subsection 1(b) hereof, determined without regard to Subsection 1(b)(ii) hereof (such remaining Employment Term calculated without regard to Subsection 1(b)(ii), and without regard to whether the date Employee elects accelerated payments of the Employee's termination of employment (’s annual base salary and bonus in accordance with Subsection 5(a)(v), is hereinafter referred to as the "“Payment Term") ”), the Company shall: (i) continue to pay the Employee's ’s annual base salary in the then prevailing amount and at the times specified in Subsection 3(a) hereof; (ii) regardless of the achievement of financial targets established annually by the Board, pay the Employee an amount equal to one (1) year’s full Target Bonus for the Employee, such payment shall be made on the date that annual bonuses are normally paid by the Company to its senior executives; and (iii) continue in effect any medical and dental coverage, any disability protection, any life insurance protection (including life insurance protection being paid for by the Employee) and car allowance hereunder being provided to the Employee immediately prior to the Employee’s termination of employment, or if any of such annual base salary has benefits have decreased during the one year period ending on the Employee's ’s termination of employment, at the highest rate level in effect during such one year period; -------------------------------------------------------------------------------- Page 7 -------------------------------------------------------------------------------- (ii) continue the Employee's participation in the Bonus Plan as provided in Subsection 3(b) hereof provided that the Company will: (A) pay the Employee a bonus under the Bonus Plan for the partial year period ending on the date of the Employee's termination of employment calculated as if the Employee had continued to be employed for the entire year except that the Employee's bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the Employee's annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's termination of employment; and (B) thereafter, during the remainder of the Payment Term, a bonus equal to the Employee's Target Annual Bonus Percentage, multiplied by the Employee's annual base salary in the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereof; (iiiiv) pay for executive outplacement services for the Employee from Drake, Beam & ▇▇▇▇▇ or a similar nationally recognized executive outplacement firm selected by the Company, such services shall be at a the level consistent with the employee's positionprovided for chief executive officers of similar size corporations, provided that such outplacement services will be provided for a six (6) month one year period commencing on the date of termination of employment regardless of the Payment Term; and; (ivv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii) hereof, at the Employee's ’s request, submitted in writing to the Company within five twenty (520) business days after the date of the Employee's ’s termination of employment: (A) , the Company will shall pay the total of the Employee's ’s annual base salary payments described in Subsection 5(a)(i) ), discounted for the time value of money using the then prime rate, plus the amount provided in Subsection 5(a)(ii), such payment shall be made in a single sum within thirty forty-five (3045) days following the Employee's ’s termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan payments described in Subsection 5(a)(ii) shall be made at the same time as the Employee's payment under Subsection 5(a)(vi)(A) but shall be calculated using the Employee's Target Annual Bonus Percentage for all calculation purposes. (b) If the Employee's ’s employment hereunder terminates due to the Employee's death, disability, ’s termination by the Company for Cause Cause, due to the death or disability of the Employee, or due to the termination by the Employee other than for Good Reason, then no further compensation or benefits will be provided to the Employee by the Company under this Agreement following the date of such termination of employment other than payment of compensation earned to the date of termination of employment but not yet paid. As more fully and generally provided in Section 16 15 hereof, this Subsection 5(b) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement of the Company applicable to the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last day of the Company's taxable year as a condition to receipt of a bonus thereunder for such year except in the cases of death, disability or retirement at or after either age 62 with ten years of service or age 65Plan. (c) Notwithstanding anything contained in this Agreement to the contrary, other than Section 16 15 hereof, if the Employee breaches any of his the Employee’s obligations under Section 8 or 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee under this Section 5.

Severance Compensation. If the Employee's employment is terminated ---------------------- during a Protected Period, the following severance provisions will apply: (a) If If, following the Employeeoccurrence of a Change in Control, the Company shall terminate the Executive's employment is terminated by during the Company Period of Employment other than for Cause or is terminated by the Employee for Good Reason, then, through the one year period commencing on the date of the Employee's termination of employment (the "Payment Term") the Company shall: (i) continue pursuant to pay the Employee's annual base salary in the then prevailing amount and at the times specified in Subsection 3(aSection 4(a) hereof, or if the Executive shall terminate his employment pursuant to Section 4(b) hereof, the Company shall pay to the Executive the amount specified in Section 5(a)(i) hereof within five business days after the date (the "Termination Date") that the Executive's employment is terminated (the effective date of which shall be the date of termination or such annual base salary has decreased during other date that may be specified by the one year period ending on Executive if the Employee's termination is pursuant to Section 4(b) hereof): (i) In lieu of employmentany further payments to the Executive for periods subsequent to the Termination Date, a lump sum payment (the "Severance Payment") in an amount equal to the present value (using a discount rate prescribed for purposes of valuation computations under Section 280G of the Code or any successor provision thereto, or if no such rate is so prescribed, a rate equal to the then-applicable interest rate prescribed by the Pension Benefit Guarantee Corporation for benefit valuations in connection with non-multiemployer pension plan terminations assuming the immediate commencement of benefit payments (the "Discount Rate")) of the sum of (A) the aggregate Base Pay (at the greater of the highest rate in effect either immediately preceding the occurrence of the Change in Control 7 or during such one the Period of Employment) for each remaining year period; -------------------------------------------------------------------------------- Page 7 -------------------------------------------------------------------------------- (ii) continue the Employee's participation in the Bonus Plan as provided in Subsection 3(b) hereof provided that the Company will: (A) pay the Employee a bonus under the Bonus Plan for the or partial year period ending on the date of the Employee's Period of Employment which the Executive would have received had such termination of employment calculated as if or breach not occurred, plus (B) the Employee had continued to be employed for the entire year except that the Employee's bonus percentage aggregate Incentive Pay (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the Employee's annual base salary payable in accordance with Subsection the provisions of Section 3(a) hereof for hereof), which the partial year period ending on the Employee's termination of employment; and (B) thereafter, Executive would have received pursuant to this Agreement during the remainder of the Payment Term, a bonus equal Period of Employment had his employment continued for the remainder of the Period of Employment. Notwithstanding the foregoing provisions of this Section 5(a)(i) but subject to the Employee's Target Annual Bonus Percentageproviso hereinafter set forth, multiplied by if the Employee's annual base salary Executive is a Disqualified Individual (as the term "Disqualified Individual" is defined in Section 280G of the Code or any successor provision thereto) and if any portion of the Severance Payment would be an Excess Parachute Payment (as the term "Excess Parachute Payment" is defined in Section 280G of the Code or any successor provision thereto) but for the application of this sentence, then the amount specified in Subsection 5(a)(i) of the Severance Payment otherwise payable during to the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus Executive pursuant to this Agreement shall be payable with reduced to the final payment minimum extent necessary (but in no event to less than zero) so that no portion of the annual base salary under Subsection 5(a)(i) hereof; (iii) pay for executive outplacement services for Severance Payment, as so reduced, constitutes an Excess Parachute Payment; provided, however, that if the Employee from Executive's employment is terminated prior to January 1, 1989 in a nationally recognized executive outplacement firm at manner giving rise to a level consistent with Severance Payment pursuant to this Section 5, then the employee's position, provided that such outplacement services will be provided for a six (6) month period commencing on the date of termination of employment regardless of the Payment Term; and (iv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii) hereof, at the Employee's request, submitted in writing to the Company within five (5) business days after the date of the Employee's termination of employment: Executive shall receive (A) the Company will pay the total of the Employee's annual base salary payments described Severance Payment calculated as set forth in Subsection this Section 5(a)(i) in a single sum within thirty (30) days following the Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and but without regard to any required reduction imposed to avoid causing such Severance Payment constitute an Excess Parachute Payment and (B) his Bonus Plan payments described in Subsection 5(a)(ii) such other amounts as shall be made at the same time as the Employee's payment under Subsection 5(a)(vi)(A) but shall required to be calculated using the Employee's Target Annual Bonus Percentage for all calculation purposes. (b) If the Employee's employment hereunder terminates due to the Employee's death, disability, termination paid by the Company for Cause or termination by the Employee other than for Good Reason, then no further compensation or benefits will be provided pursuant to the Employee by the Company under this Agreement following the date of Section 11 hereof if such termination of employment other than payment of compensation earned to the date of termination of employment but not yet paid. As more fully and generally provided in Section 16 hereof, this Subsection 5(b) Severance Payment shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement of the Company applicable to the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last day of the Company's taxable year as a condition to receipt of a bonus thereunder for such year except in the cases of death, disability or retirement at or after either age 62 with ten years of service or age 65constitute an Excess Parachute Payment. (c) Notwithstanding anything contained in this Agreement to the contrary, other than Section 16 hereof, if the Employee breaches any of his obligations under Section 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee under this Section 5.

Severance Compensation. If the Employee's ’s employment is terminated ---------------------- during a Protected Periodterminated, the following severance provisions will apply: (a) If the Employee's ’s employment is terminated by the Company other than for Cause or is terminated by the Employee for Good Reason, then, through the one year period commencing on remaining Employment Term as specified in Subsection 1(f) hereof, determined without regard to Subsection 1(f)(ii) hereof, (such remaining Employment Term calculated without regard to Subsection 1(f)(ii) is hereinafter referred to as the date of the Employee's termination of employment (the "“Payment Term"”) the Company shall: (i) continue to pay the Employee's ’s annual base salary in the then prevailing amount and at the times specified in Subsection 3(a) hereof, or if such annual base salary has decreased during the one year period ending on the Employee's ’s termination of employment, at the highest rate in effect during such one year period; -------------------------------------------------------------------------------- Page 7 --------------------------------------------------------------------------------; (ii) continue the Employee's ’s participation in the Bonus Plan as provided in Subsection 3(b) hereof provided that the Company will: (A) pay the Employee a bonus under the Bonus Plan for the partial year period ending on the date of the Employee's ’s termination of employment calculated as if the Employee had continued to be employed for the entire year except that the Employee's ’s bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the Employee's ’s annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's ’s termination of employment; and (B) thereafter, during the remainder of the Payment Term, a bonus equal to the Employee's ’s Target Annual Bonus Percentage, multiplied by the Employee's ’s annual base salary in the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereof; (iii) continue in effect the medical and dental coverage, and any life insurance protection (including life insurance protection being paid for by the Employee), being provided to the Employee immediately prior to the Employee’s termination of employment, or if any of such benefits have decreased during the one year period ending on the Employee’s termination of employment, at the highest level in effect during such one year period; and (iv) pay for executive outplacement services for the Employee from a nationally recognized executive outplacement firm at a the level consistent with the employee's positionprovided for vice-presidents of comparable size corporations, provided that such outplacement services will be provided for a six (6) month one year period commencing on the date of termination of employment regardless of the Payment Term; and (iv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii) hereof, at the Employee's request, submitted in writing to the Company within five (5) business days after the date of the Employee's termination of employment: (A) the Company will pay the total of the Employee's annual base salary payments described in Subsection 5(a)(i) in a single sum within thirty (30) days following the Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan payments described in Subsection 5(a)(ii) shall be made at the same time as the Employee's payment under Subsection 5(a)(vi)(A) but shall be calculated using the Employee's Target Annual Bonus Percentage for all calculation purposes. (b) If the Employee's ’s employment hereunder terminates due to the Employee's ’s death, disability, termination by the Company for Cause or termination by the Employee other than for Good Reason, then no further compensation or benefits will be provided to the Employee by the Company under this Agreement following the date of such termination of employment other than payment of compensation earned to the date of termination of employment but not yet paid. As more fully and generally provided in Section 16 15 hereof, this Subsection 5(b) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement of the Company applicable to the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last day of the Company's ’s taxable year as a condition to receipt of a bonus thereunder for such year except in the cases of death, disability or retirement at or after either age 62 with ten years of service with the Company or age 65. (c) Notwithstanding anything contained in this Agreement to the contrary, other than Section 16 15 hereof, if the Employee breaches any of his the Employee’s obligations under Section 8 or 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee under this Section 5.

Severance Compensation. a) If the Employee's employment is terminated ---------------------- during a Protected Periodpursuant to Section 4(b) (death) or Section 4(c) (disability), Employee's Base Salary and other benefits shall cease as of the date of termination, and Employee shall be eligible for bonus compensation for the year in which his employment is terminated as follows: With respect to the Company Performance Goal, the bonus shall be determined as if Employee's employment had not terminated during such calendar year, except that Employee's bonus shall equal the amount which the bonus would have been with respect to such Goal multiplied by a fraction, the numerator of which is the number of days in such calendar year during which Employee was employed by the Company and the denominator of which is the number of days in such calendar year. With respect to his Individual Performance Goals, Employee acknowledges that those are unique goals personal to Employee and that the determination of whether such Goals shall have been met shall be made as of the date of termination of employment. Such determination shall be made by a Responsible Officer within 60 days following severance provisions will apply:termination of Employee's employment. If it is determined that his Individual Performance Goals were achieved, in whole or in part, to the extent necessary to achieve all or a portion of the bonus for Individual Performance Goals for such year, such payment shall be made promptly following such determination. (ab) If Employee's employment is terminated pursuant to Section 4(a) (by Employee following end of Employment Term) or Section 4(d) (by the Company For Cause), Employee's Base Salary and other benefits shall cease as of the date of termination, and Employee shall not be entitled to any bonus for the calendar year during which his employment shall be terminated or at any time thereafter. c) If Employee's employment is terminated pursuant to Section 4(e) (by the Company other than For Cause) prior to the end of the Employment Term, Employee shall be: (A) entitled to continue to receive Base Salary in accordance with Section 3 of this Agreement through the end of the Employment Term, payable when and in the manner as if Employee's employment had not terminated; (B) unless otherwise prohibited by the Group Benefit Plans, entitled to receive benefits (other than vacation) under Section 3 of this Agreement until the earlier of the date Employee accepts other employment or the end of the Employment Term; provided, however, that if insurance benefits do not commence for some grace period following commencement of Employee's new employment, the benefits under this Agreement shall continue until the earlier of the end of such grace period or 90 days from commencement of employment (and Employee agrees to promptly notify the Company of his acceptance of other employment); and (C) eligible for bonus compensation through the end of the calendar year in which his employment terminates. With respect to the Company Performance Goal, the bonus shall be determined as if Employee's employment had not terminated (without proration). With respect to Individual Performance Goals, Employee acknowledges that those are unique goals personal to Employee and Employee shall be eligible for a bonus with respect such Goals only for the year in which his employment shall be terminated and then based upon whether those Goals shall have been met as of the date of termination of employment. Such determination shall be made by a Responsible Officer within 60 days following termination of Employee's employment. If it is determined that such Goals are achieved, in whole or in part, to the extent necessary to achieve all or a portion of the bonus for the Individual Performance Goals for such year, such payment shall be promptly made following such determination. d) If Employee terminates his employment in breach of this Agreement prior to the end of the Employment Term, Employee shall as of the date of termination cease to be entitled to Base Salary, benefits or bonuses. In addition, the Company shall be entitled to seek any other available remedies pursuant to this Agreement or otherwise for such breach, and to offset against any amounts due Employee any damages suffered as a result of such breach. e) In the event of termination of Employee's employment pursuant to Section 4(d) (by the Company For Cause), and subject to applicable law and regulations, the Company shall be entitled to offset against any payments due Employee the loss and damage, if any, which shall have been suffered by the Company as a result of the acts or omissions of Employee giving rise to termination under Section 4(d). The foregoing shall not be construed to limit any cause of action, claim or other rights which the Company may have against Employee in connection with such acts or omissions. f) Employee acknowledges that the Company has the right to terminate Employee's employment other than For Cause and that such termination shall not be a breach of this Agreement or any other express or implied agreement between the Company and Employee. Accordingly, in the event of such termination, Employee shall be entitled only to those benefits specifically provided for in this Agreement in the event of such termination, and shall not have any other rights to any compensation or damages from the Company for breach of contract. g) If Employee's employment is terminated by the Company other than for Cause or is terminated pursuant to Section 4(d) (by the Company For Cause) or by Employee for Good Reasonin breach in this Agreement on or prior to April 13, then1999, through the one year period commencing on the date of the Employee's termination of employment (the "Payment Term") Employee shall reimburse the Company shall: (i) continue to pay the Employee's annual base salary in the then prevailing amount and at the times specified in Subsection 3(a) hereof, or if such annual base salary has decreased during the one year period ending on the Employee's termination of employment, at the highest rate in effect during such one year period; -------------------------------------------------------------------------------- Page 7 -------------------------------------------------------------------------------- (ii) continue the Employee's participation in the Bonus Plan as provided in Subsection 3(b) hereof provided that the Company will: (A) pay the Employee a bonus under the Bonus Plan for the partial year period ending on Signing Bonus paid by the date of the Employee's termination of employment calculated as if the Employee had continued to Company. Such reimbursement shall be employed for the entire year except that the Employee's bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding made within 10 days following the termination of employment of the Employee) shall be applied to the Employee's annual base salary payable in accordance with Subsection 3(aemployment. The Company shall have the right to offset against any payments due from the Company to Employee all or any portion of such Signing Bonus required to be reimbursed by Employee. h) hereof for the partial year period ending on the Employee's termination of employment; and (B) thereafter, during the remainder of the Payment Term, a bonus equal to the Employee's Target Annual Bonus Percentage, multiplied by the Employee's annual base salary Employee acknowledges that in the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereof; (iii) pay for executive outplacement services for the Employee from a nationally recognized executive outplacement firm at a level consistent with the employee's position, provided that such outplacement services will be provided for a six (6) month period commencing on the date event of termination of his employment regardless of the Payment Term; and (iv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii) hereoffor any reason, at the Employee's request, submitted in writing to the Company within five (5) business days after the date of the Employee's termination of employment: (A) the Company will pay the total of the Employee's annual base salary payments described in Subsection 5(a)(i) in a single sum within thirty (30) days following the Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan payments described in Subsection 5(a)(ii) shall be made at the same time as the Employee's payment under Subsection 5(a)(vi)(A) but shall be calculated using the Employee's Target Annual Bonus Percentage for all calculation purposes. (b) If the Employee's employment hereunder terminates due to the Employee's death, disability, termination by the Company for Cause or termination by the Employee other than for Good Reason, then no further compensation or benefits will be provided to the Employee by the Company under this Agreement following the date of such termination of employment other than payment of compensation earned to the date of termination of employment but not yet paid. As more fully and generally provided in Section 16 hereof, this Subsection 5(b) he shall not be interpreted entitled to deny any severance or other compensation from the Employee any benefits to which he may be entitled under Company except as specifically provided in this Section 5. Without limitation on the generality of the foregoing, this Section supersedes any plan or arrangement policy of the Company applicable which provides for severance to the Employee. Likewiseits officers or employees, this Subsection 5(b) and Employee shall not be interpreted entitled to entitle the Employee to a bonus any benefits under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last day of the Company's taxable year as a condition to receipt of a bonus thereunder for any such year except in the cases of death, disability plan or retirement at or after either age 62 with ten years of service or age 65policy. (c) Notwithstanding anything contained in this Agreement to the contrary, other than Section 16 hereof, if the Employee breaches any of his obligations under Section 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee under this Section 5.

Severance Compensation. If Cleveland-Cliffs shall terminate the EmployeeExecutive's employment is terminated ---------------------- during a Protected Periodthe Period of Employment, the following severance provisions will apply: (a) If the Employee's employment is terminated by the Company other than pursuant to Section 4(a) hereof, or if the Executive shall terminate his employment pursuant to Section 4(b) hereof, then in lieu of any further payments to the Executive for Cause or is terminated by the Employee for Good Reason, then, through the one year period commencing on periods subsequent to the date of the EmployeeExecutive's termination of employment (the "Payment TermTermination Date") ), the Company shall: (i) continue date of which shall be the date of termination or such other date that may be specified by the Executive if the termination is pursuant to pay the Employee's annual base salary in the then prevailing amount and at the times specified in Subsection 3(aSection 4(b) hereof, Cleveland-Cliffs shall provide Severance Compensation to the Executive as described below: Severance Pay. Within five business days after the Termination Date: Cleveland-Cliffs shall pay to the Executive a lump sum payment (the "Severance Payment") in an amount equal to the present value (using a discount rate prescribed for purposes of valuation computations under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor provision thereto, or if no such annual base salary has decreased during rate is so prescribed, a rate equal to the one year period ending on then applicable interest rate prescribed by the Employee's Pension Benefit Guaranty Corporation for benefit valuations in connection with non-multiemployer pension plan terminations assuming the immediate commencement of benefit payments (the "Discount Rate")) of the amount of Base Pay that would have been paid to the Executive pursuant to Section 3(a) for the duration of the Period of Employment if the termination of employment, had not taken place (at the highest rate in effect during such one year periodimmediately prior to the Change of Control or prior to the Termination Date, whichever is higher) and, if the Termination is on account of the Executive's Disability, reduced by the amount of disability benefits that would have been paid to the Executive for the duration of the Period of Employment if the termination had not taken place; -------------------------------------------------------------------------------- Page 7 -------------------------------------------------------------------------------- plus the amount of Average Incentive Pay (iias that term is hereinafter defined) continue that would have been paid to the Employee's participation in the Bonus Plan as provided in Subsection Executive pursuant to Section 3(b) hereof provided that the Company will: (A) pay the Employee a bonus under the Bonus Plan for the partial year period ending on the date duration of the Employee's termination Period of employment calculated as Employment if the Employee termination had continued to be employed for the entire year except that the Employee's bonus percentage (calculated at the time and in the manner customary as of the date not taken place. For purposes of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the Employee's annual base salary payable in accordance with Subsection 3(a) hereof Average Incentive Pay for the partial year period ending on the Employee's termination of employment; and (B) thereafter, during the remainder of the Payment Term, a bonus equal to the Employee's Target Annual Bonus Percentage, multiplied by the Employee's annual base salary in the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereof; (iii) pay for executive outplacement services for the Employee from a nationally recognized executive outplacement firm at a level consistent with the employee's position, provided that such outplacement services will be provided for a six (6) any 12 month period commencing on shall mean an amount which is the date greater of termination of employment regardless of the Payment Term; and (iv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii) hereof, at the Employee's request, submitted in writing to the Company within five (5) business days after the date of the Employee's termination of employment: (A) the Company will pay average amount of Incentive Pay (as defined in Section 3(b) hereof) awarded to the total of Executive for the Employee's annual base salary payments described in Subsection 5(a)(i) in a single sum within thirty (30) days following three calendar years immediately prior to the Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and Termination Date, or (B) his Bonus Plan payments described in Subsection 5(a)(ii) shall be made at the same time as the Employee's payment under Subsection 5(a)(vi)(A) but shall be calculated using the Employee's Target Annual Bonus Percentage for all calculation purposes. (b) If the Employee's employment hereunder terminates due to the Employee's death, disability, termination by the Company for Cause or termination by the Employee other than for Good Reason, then no further compensation or benefits will be provided to the Employee by the Company under this Agreement following the date of such termination of employment other than payment of compensation earned to the date of termination of employment but not yet paid. As more fully and generally provided in Section 16 hereof, this Subsection 5(b) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement amount of the Company applicable to the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his termination most recent award of employment except as provided in the Bonus Plan which requires employment on the last day of the Company's taxable year as a condition to receipt of a bonus thereunder for such year except in the cases of death, disability or retirement at or after either age 62 with ten years of service or age 65Incentive Pay. (c) Notwithstanding anything contained in this Agreement to the contrary, other than Section 16 hereof, if the Employee breaches any of his obligations under Section 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee under this Section 5.

Severance Compensation. If the Employee's employment is terminated ---------------------- during a Protected Periodterminated, the following severance provisions will apply: (a) If the Employee's employment is terminated by the Company other than for Cause or is terminated by the Employee for Good Reason, then, through the one year period commencing on the date of the Employee's termination of employment remaining Employment Term as specified in Subsection 1(f) hereof, determined without regard to Subsection 1(f)(ii) hereof, (such remaining Employment Term calculated without regard to Subsection 1(f)(ii) is hereinafter referred to as the "Payment Term") the Company shall: (i) continue to pay the Employee's annual base salary in the then prevailing amount and at the times specified in Subsection 3(a) hereof, or if such annual base salary has decreased during the one year period ending on the Employee's termination of employment, at the highest rate in effect during such one year period; -------------------------------------------------------------------------------- Page 7 --------------------------------------------------------------------------------; (ii) continue the Employee's participation in the Bonus Plan as provided in Subsection 3(b) hereof provided that the Company will: (A) pay the Employee a bonus under the Bonus Plan for the partial year period ending on the date of the Employee's termination of employment calculated as if the Employee had continued to be employed for the entire year except that the Employee's bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the Employee's annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's termination of employment; and (B) thereafter, during the remainder of the Payment Term, a bonus equal to the Employee's Target Annual Bonus Percentage, multiplied by the Employee's annual base salary in the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereof; (iii) continue in effect the medical and dental coverage, and any life insurance protection (including life insurance protection being paid for by the Employee), being provided to the Employee immediately prior to the Employee's termination of employment, or if any of such benefits have decreased during the one year period ending on the Employee's termination of employment, at the highest level in effect during such one year period; and (iv) pay for executive outplacement services for the Employee from a nationally recognized executive outplacement firm at a the level consistent with the employee's positionprovided for vice-presidents of comparable size corporations, provided that such outplacement services will be provided for a six (6) month one year period commencing on the date of termination of employment regardless of the Payment Term; and (iv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii) hereof, at the Employee's request, submitted in writing to the Company within five (5) business days after the date of the Employee's termination of employment: (A) the Company will pay the total of the Employee's annual base salary payments described in Subsection 5(a)(i) in a single sum within thirty (30) days following the Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan payments described in Subsection 5(a)(ii) shall be made at the same time as the Employee's payment under Subsection 5(a)(vi)(A) but shall be calculated using the Employee's Target Annual Bonus Percentage for all calculation purposes. (b) If the Employee's employment hereunder terminates due to the Employee's death, disability, termination by the Company for Cause or termination by the Employee other than for Good Reason, then no further compensation or benefits will be provided to the Employee by the Company under this Agreement following the date of such termination of employment other than payment of compensation earned to the date of termination of employment but not yet paid. As more fully and generally provided in Section 16 15 hereof, this Subsection 5(b) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement of the Company applicable to the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last day of the Company's taxable year as a condition to receipt of a bonus thereunder for such year except in the cases of death, disability or retirement at or after either age 62 with ten years of service with the Company or age 65. (c) Notwithstanding anything contained in this Agreement to the contrary, other than Section 16 15 hereof, if the Employee breaches any of his the Employee's obligations under Section 8 or 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee under this Section 5.

Severance Compensation. If the Employee's employment is terminated ---------------------- during a Protected Periodterminated, the following severance provisions will apply: (a) If the Employee's employment is terminated by the Company other than for Cause or is terminated by the Employee for Good Reason, then, through the one year period commencing on the date of the Employee's termination of employment remaining Employment Term as specified in Subsection 1(b) hereof, determined without regard to Subsection 1(b)(ii) hereof, (such remaining Employment Term calculated without regard to Subsection 1(b)(ii) is hereinafter referred to as the "Payment Term") the Company shall: (i) continue to pay the Employee's annual base salary in the then prevailing amount and at the times specified in Subsection 3(a) hereof, or if such annual base salary has decreased during the one year period ending on the Employee's termination of employment, at the highest rate in effect during such one year period; -------------------------------------------------------------------------------- Page 7 --------------------------------------------------------------------------------; (ii) continue the Employee's participation in the Bonus Plan as provided in Subsection 3(b) hereof provided that the Company will: (A) pay the Employee a bonus under the Bonus Plan for the partial year period ending on the date of the Employee's termination of employment calculated as if the Employee had continued to be employed for the entire year except that the Employee's bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the Employee's annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's termination of employment; and (B) thereafter, during the remainder of the Payment Term, a bonus equal to the Employee's Target Annual Bonus Percentage, multiplied by the Employee's annual base salary in the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereof; (iii) continue in effect the medical and dental coverage, long and short-term disability protection, and any life insurance protection (including life insurance protection being paid for by the Employee), being provided to the Employee immediately prior to the Employee's termination of employment, or if any of such benefits have decreased during the one year period ending on the Employee's termination of employment, at the highest level in effect during such one year period; (iv) pay for executive outplacement services for the Employee from a nationally recognized executive outplacement firm at a the level consistent with the employee's positionprovided for vice-presidents of major corporations, provided that such outplacement services will be provided for a six (6) month one year period commencing on the date of termination of employment regardless of the Payment Term; and (iv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii) hereof, at the Employee's request, submitted in writing to the Company within five (5) business days after the date of the Employee's termination of employment: (A) the Company will pay the total of the Employee's annual base salary payments described in Subsection 5(a)(i) in a single sum within thirty (30) days following the Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan payments described in Subsection 5(a)(ii) shall be made at the same time as the Employee's payment under Subsection 5(a)(vi)(A) but shall be calculated using the Employee's Target Annual Bonus Percentage for all calculation purposes. (b) If the Employee's employment hereunder terminates due to the Employee's death, disability, termination by the Company for Cause or termination by the Employee other than for Good Reason, then no further compensation or benefits will be provided to the Employee by the Company under this Agreement following the date of such termination of employment other than payment of compensation earned to the date of termination of employment but not yet paid. As more fully and generally provided in Section 16 15 hereof, this Subsection 5(b) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement of the Company applicable to the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last day of the Company's taxable year as a condition to receipt of a bonus thereunder for such year except in the cases of death, disability or retirement at or after either age 62 with ten years of service or age 6558. (c) Notwithstanding anything contained in this Agreement to the contrary, other than Section 16 15 hereof, if the Employee breaches any of his the Employee's obligations under Section 8 or 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee under this Section 5.

Severance Compensation. If the Employee's employment is terminated ---------------------- during a Protected Periodterminated, the following severance provisions will apply: (a) If the Employee's employment is terminated by the Company other than for Cause or is terminated by the Employee for Good Reason, then, through the one year period commencing on remaining Employment Term as specified in Subsection 1(b) hereof, determined without regard to Subsection 1(b)(iii) hereof, (such remaining Employment Term calculated without regard to Subsection 1(b)(iii), and without regard to whether the date Employee elects accelerated payments of the Employee's termination of employment (annual base salary and bonus in accordance with Subsection 5(a)(v), is hereinafter referred to as the "Payment Term") the Company shall: (i) continue to pay the Employee's annual base salary in the then prevailing amount and at the times specified in Subsection 3(a) hereof, or if such annual base salary has decreased during the one year period ending on the Employee's termination of employment, at the highest rate in effect during such one year period; -------------------------------------------------------------------------------- Page 7 --------------------------------------------------------------------------------; (ii) continue the Employee's participation in the Bonus Plan as -------------------------------------------------------------------------------- Page 7 -------------------------------------------------------------------------------- provided in Subsection 3(b) hereof provided that the Company will: (A) pay the Employee a bonus under the Bonus Plan for the partial year period ending on the date of the Employee's termination of employment calculated as if the Employee had continued to be employed for the entire year except that the Employee's bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the Employee's annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's termination of employment; and (B) thereafter, during the remainder of the Payment Term, a bonus equal to the Employee's Target Annual Bonus Percentage, multiplied by the Employee's annual base salary in the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereof; (iii) continue in effect the medical and dental coverage, long and short-term disability protection, and any life insurance protection (including life insurance protection being paid for by the Employee), being provided to the Employee immediately prior to the Employee's termination of employment, or if any of such benefits have decreased during the one year period ending on the Employee's termination of employment, at the highest level in effect during such one year period; (iv) pay for executive outplacement services for the Employee from a nationally recognized executive outplacement firm at a the level consistent with the employee's positionprovided for vice-presidents of major corporations, provided that such outplacement services will be provided for a six (6) month one year period commencing on the date of termination of employment regardless of the Payment Term; and (ivv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii-------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- 5(a) (ii) hereof, at the Employee's request, submitted in writing to the Company within five (5) business days after the date of the Employee's termination of employment: (A) the Company will pay the total of the Employee's annual base salary payments described in Subsection 5(a)(i) in a single sum within thirty (30) days following the Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan payments described in Subsection 5(a)(ii) shall be made at the same time as the Employee's payment under Subsection 5(a)(vi)(A) but shall be calculated using the Employee's Target Annual Bonus Percentage for all calculation purposes. (b) If the Employee's employment hereunder terminates due to the Employee's death, disability, termination by the Company for Cause or termination by the Employee other than for Good Reason, then no further compensation or benefits will be provided to the Employee by the Company under this Agreement following the date of such termination of employment other than payment of compensation earned to the date of termination of employment but not yet paid. As more fully and generally provided in Section 16 hereof, this Subsection 5(b) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement of the Company applicable to the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last day of the Company's taxable year as a condition to receipt of a bonus thereunder for such year except in the cases of death, disability or retirement at or after either age 62 with ten years of service or age 65. (c) Notwithstanding anything contained in this Agreement to the contrary, other than Section 16 hereof, if the Employee breaches any of his the Employee's obligations under Section 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee under this Section 5.

Severance Compensation. If the Employee's employment is terminated ---------------------- during a Protected Period, the following severance provisions will apply: (a) If If, following the Employeeoccurrence of a Change in Control, the Employer shall terminate the Executive's employment is terminated by during the Company Term of this Agreement other than for Cause or is terminated by the Employee for Good Reason, then, through the one year period commencing on the date of the Employee's termination of employment (the "Payment Term") the Company shall: (i) continue pursuant to pay the Employee's annual base salary in the then prevailing amount and at the times specified in Subsection 3(aSection 10(a) hereof, or if the Executive shall terminate his employment pursuant to Section 10(b) hereof, the Employer shall continue to provide the following benefits and shall further pay to the Executive the following amounts within five business days after the date (the "Termination Date") that the Executive's employment is terminated (the effective date of which shall be the date of termination or such annual base salary has decreased during other date that may be specified by the one year period ending on Executive if the Employee's termination is pursuant to Section 10(b) hereof): (i) In lieu of employmentany further payments to the Executive for periods subsequent to the Termination Date, but without affecting the rights of the Executive referred to in Section 4(b) hereof, a lump sum payment (the "Severance Payment") in an amount equal to the present value (using a discount rate required to be utilized for purposes of computations under Section 280G of the Code or any successor provision thereto, or if no such rate is so required to be used, a rate equal to the then-applicable interest rate prescribed by the Pension Benefit Guarantee Corporation for benefit valuations in connection with non-multiemployer pension plan terminations assuming the immediate commencement of benefit payments (the "Discount Rate")) of the sum of (A) the aggregate Base Compensation (at the highest rate in effect during such one for any period prior to the Termination Date) for each remaining year period; -------------------------------------------------------------------------------- Page 7 -------------------------------------------------------------------------------- (ii) continue the Employee's participation in the Bonus Plan as provided in Subsection 3(b) hereof provided that the Company will: (A) pay the Employee a bonus under the Bonus Plan for the or partial year period ending on the date of the Employee's termination of employment calculated as if the Employee had continued to be employed for the entire year except that the Employee's bonus percentage (calculated at the time and in the manner customary as of the date Term of this AgreementAgreement which the Executive would have received had such termination or breach not occurred, but disregarding plus (B) the termination of employment of the Employee) shall be applied to the Employee's annual base salary payable aggregate Incentive Compensation (determined in accordance with Subsection 3(athe standards set forth in Section 3(b) hereof for hereof), which the partial year period ending on the Employee's termination of employment; and (B) thereafterExecutive would have received pursuant to this Agreement or any agreement, policy, plan, program or arrangement referred to therein during the remainder of the Payment TermTerm of this Agreement had his employment continued for the remainder of the Term of this Agreement (in which event the Executive will no longer be entitled to Incentive Compensation under any such agreement, a bonus equal policy, plan, program or arrangement except for Incentive Compensation to which he was entitled for service prior to the Employee's Target Annual Bonus PercentageTermination Date). (ii) For the remainder of the Term of this Agreement, multiplied the Employer shall arrange to provide the Executive with Employee Benefits that are welfare benefits, but not stock option, stock purchase, stock appreciation, or similar compensatory benefits, substantially similar to those which the Executive was receiving or entitled to receive immediately prior to the Termination Date (and if and to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Employer or any Subsidiary, as the case may be, then the Employer shall itself pay or provide for the payment to the Executive, his dependents and beneficiaries, such Employee Benefits). Without otherwise limiting the purposes or effect of Section 10 hereof, Employee Benefits otherwise receivable by the Employee's annual base salary in the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereof; (iii) pay for executive outplacement services for the Employee from a nationally recognized executive outplacement firm at a level consistent with the employee's position, provided that such outplacement services will be provided for a six (6) month period commencing on the date of termination of employment regardless of the Payment Term; and (iv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii) hereof, at the Employee's request, submitted in writing Executive pursuant to the Company within five (5) business days after the date first sentence of the Employee's termination of employment: (A) the Company will pay the total of the Employee's annual base salary payments described in Subsection 5(a)(i) in a single sum within thirty (30) days following the Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan payments described in Subsection 5(a)(iithis Section 4(a)(ii) shall be made at reduced to the same time as extent comparable welfare benefits are actually received by the EmployeeExecutive from another employer during such period following the Executive's payment under Subsection 5(a)(vi)(A) but Termination Date, and any such benefits actually received by the Executive shall be calculated using reported by the EmployeeExecutive to the Employer. Notwithstanding the foregoing, the remainder of the Term of this Agreement shall be considered service with the Employer for the purpose of determining service credits and benefits due and payable to the Executive under the Employer's Target Annual Bonus Percentage for all calculation purposesretirement income, supplemental executive retirement and other benefit plans of the Employer applicable to the Executive or his beneficiaries immediately prior to the Termination Date. (b) If Upon written notice given by the Employee's employment hereunder terminates due Executive to the Employee's death, disability, termination by the Company for Cause or termination by the Employee other than for Good Reason, then no further compensation or benefits will be provided Employer prior to the Employee by occurrence of a Change in Control, the Company under this Agreement following Executive, at his sole option, without reduction to reflect the date present value of such termination of employment other than payment of compensation earned amounts as aforesaid, may elect to the date of termination of employment but not yet paid. As more fully and generally provided in Section 16 hereof, this Subsection 5(b) shall not be interpreted to deny the Employee have all or any benefits to which he may be entitled under any plan or arrangement of the Company applicable Severance Payment payable pursuant to Section 4(a)(i) hereof paid to him on a quarterly or monthly basis during the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last day remainder of the Company's taxable year as a condition to receipt Term of a bonus thereunder for such year except in the cases of death, disability or retirement at or after either age 62 with ten years of service or age 65this Agreement. (c) Notwithstanding anything contained Without limiting the rights of the Executive at law or in this Agreement to the contrary, other than Section 16 hereofequity, if the Employee breaches Employer fails to make any payment required to be made hereunder on a timely basis, the Employer shall pay interest on the amount thereof at an annualized rate of his obligations under Section 9 or 10 interest equal to the then-applicable Discount Rate. (d) Notwithstanding any other provision hereof, no further severance payments or other benefits will be payable to the Employee parties' respective rights and obligations under this Section 54 will survive any termination or expiration of this Agreement or the termination of the Executive's employment for any reason whatsoever.

Severance Compensation. If the Employee's employment is terminated ---------------------- during a Protected Period, the following severance provisions will apply: (a) If the Employee's employment is terminated by the Company other than for Cause or is terminated by the Employee for Good Reason, then, through the one year period commencing on the date of the Employee's Upon termination of employment (for any reason, the "Payment Term") the Company shall: (i) continue to pay the Employee's annual base salary in the then prevailing amount and at the times specified in Subsection 3(a) hereof, or if such annual base salary has decreased during the one year period ending on the Employee's termination of employment, at the highest rate in effect during such one year period; -------------------------------------------------------------------------------- Page 7 -------------------------------------------------------------------------------- (ii) continue the Employee's participation in the Bonus Plan as provided in Subsection 3(b) hereof provided that the Company will: Executive shall be entitled to: (A) pay the Employee a bonus under the Bonus Plan for the partial year period ending on the date of the Employee's termination of employment calculated as if the Employee had continued to be employed for the entire year except that the Employee's bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the Employee's annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's termination of employment; and (B) thereafter, during the remainder of the Payment Term, a bonus equal to the Employee's Target Annual Bonus Percentage, multiplied by the Employee's annual base salary in the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereof; (iii) pay for executive outplacement services for the Employee from a nationally recognized executive outplacement firm at a level consistent with the employee's position, provided that such outplacement services will be provided for a six (6) month period commencing on all Base Salary earned through the date of termination of employment regardless of the Payment Termto be paid according to Section 4; and (iv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii) hereof, at the Employee's request, submitted in writing to the Company within five (5) business days after the date of the Employee's termination of employment: (A) the Company will pay the total of the Employee's annual base salary payments described in Subsection 5(a)(i) in a single sum within thirty (30) days following the Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan payments described any Annual Bonuses, pro-rated, to be paid in Subsection 5(a)(iiaccordance with Section 5(a) shall be made at the same time and Section 5(b) above (unless termination is for Cause, as the Employee's payment under Subsection 5(a)(vi)(Adefined below) ; (C) all accrued but shall be calculated using the Employee's Target Annual Bonus Percentage for unused vacation time, and (d) reimbursement of all calculation purposesreasonable expenses as set forth in Section 8. (b) If Upon termination of employment by Company for any reason other than for cause (“Cause”) as defined in Section 11(c), or upon termination of employment by Executive for good reason (“Good Reason”) as defined in Section 11(d)(1), Executive shall be entitled to receipt of all vested and unvested shares contemplated in the Employee's employment hereunder terminates due to Executive Award in accord with the Employee's death, disability, any vesting schedule as if no termination occurred. (c) In the event of a termination by the Company for Cause or termination without Cause, by the Employee other than Executive for Good ReasonReason or by the Executive within one hundred eighty days (180) days of the occurrence of a Change of Control (as defined below) and subject to the additional provisions of Section 11(d)(3), then no further compensation or benefits will be provided in addition to the Employee severance compensation set forth in Section 6(a) and 6(b), Executive shall also be entitled to the following enhanced separation benefits (“Enhanced Separation Benefits”): (i) the greater of Executive’s continued Base Salary through the balance of the Employment Period, as renewed, or twenty four (24) months of Executive’s then Base Salary; (ii) continued participation in Company welfare benefit plans (including health benefits) on the same terms as immediately prior to termination and to be paid in full by the Company under for the period of time set forth in this Agreement following Section 6(c) (not to be less than twelve (12) months of continuation of benefits) and (iii) immediate vesting of all stock options/equity awards. (d) Upon termination of Executive’s continued benefits (either pursuant to Section 6(a), 6(b) or 6(c) as the case may be), the Executive may continue coverage with respect to the Company’s group health plans as permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for himself and each of his “Qualified Beneficiaries” as defined by COBRA (“COBRA Coverage”). The Company shall reimburse the amount of any COBRA premium paid for COBRA Coverage timely elected by and for the Executive and any Qualified Beneficiary of the Executive, and not otherwise reimbursed, during the period that ends on the earliest of (x) the date of such termination of employment other than payment of compensation earned the Executive or the Qualified Beneficiary, as the case may be, ceases to the date of termination of employment but not yet paid. As more fully and generally provided in Section 16 hereofbe eligible for COBRA Coverage, this Subsection 5(b(y) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement of the Company applicable to the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last day of the Company's taxable year consecutive eighteen (18) month period following the date of the Executive’s termination of employment and (z) the date the Executive or the Qualified Beneficiary, as a condition to receipt of a bonus thereunder for such year except in the cases of deathcase may be, disability or retirement at or after either age 62 with ten years of service or age 65. (c) Notwithstanding anything contained in this Agreement to the contrary, other than Section 16 hereof, if the Employee breaches is covered by another group health plan. To reimburse any of his obligations under Section 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee COBRA premium payment under this Section 5paragraph, the Company must receive documentation of the COBRA premium payment within ninety (90) days of its payment.

Severance Compensation. If the Employee's ’s employment is terminated ---------------------- during a Protected Periodterminated, the following severance provisions will apply: (a) If the Employee's ’s employment is terminated by the Company other than for Cause or is terminated by the Employee for Good Reason, then, through the one year period commencing on remaining Employment Term as specified in Subsection 1(b)(i) hereof (such remaining Employment Term calculated without regard to Subsection 1(b)(ii), and without regard to whether the date Employee elects accelerated payments of the Employee's termination of employment (’s annual base salary and bonus in accordance with Subsection 5(a)(v), is hereinafter referred to as the "“Payment Term"”) the Company shall: (i) continue to pay the Employee's ’s annual base salary in the then prevailing amount and at the times specified in Subsection 3(a) hereof, or if such annual base salary has decreased during the one year period ending on the Employee's ’s termination of employment, at the highest rate in effect during such one year period; -------------------------------------------------------------------------------- Page 7 --------------------------------------------------------------------------------; (ii) continue the Employee's ’s participation in the Bonus Plan as provided in Subsection 3(b) hereof provided that the Company will: (A) pay the Employee a bonus under the Bonus Plan for the partial year period ending on the date of the Employee's ’s termination of employment calculated as if the Employee had continued to be employed for the entire year except that the Employee's ’s bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the Employee's ’s annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's ’s termination of employment; and (B) thereafter, during the remainder of the Payment Term, a bonus equal to the Employee's ’s Target Annual Bonus Percentage, multiplied by the Employee's ’s annual base salary in the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereof; (iii) continue in effect the medical and dental coverage, long and short-term disability protection, and any life insurance protection (including life insurance protection being paid for by the Employee), being provided to the Employee immediately prior to the Employee’s termination of employment, or if any of such benefits have decreased during the one year period ending on the Employee’s termination of employment, at the highest level in effect during such one year period; (iv) pay for executive outplacement services for the Employee from a nationally recognized executive outplacement firm at a the level consistent with the employee's positionprovided for vice-presidents of major corporations, provided that such outplacement services will be provided for a six (6) month one year period commencing on the date of termination of employment regardless of the Payment Term; and (ivv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii) hereof, at the Employee's ’s request, submitted in writing to the Company within five (5) business days after the date of the Employee's ’s termination of employment: (A) the Company will pay the total of the Employee's ’s annual base salary payments described in Subsection 5(a)(i) in a single sum within thirty (30) days following the Employee's ’s termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan payments described in Subsection 5(a)(ii) shall be made at the same time as the Employee's ’s payment under Subsection 5(a)(vi)(A) but shall be calculated using the Employee's ’s Target Annual Bonus Percentage for all calculation purposes. (b) If the Employee's ’s employment hereunder terminates due to the Employee's ’s death, disability, termination by the Company for Cause or termination by the Employee other than for Good Reason, then no further compensation or benefits will be provided to the Employee by the Company under this Agreement following the date of such termination of employment other than payment of compensation earned to the date of termination of employment but not yet paid. As more fully and generally provided in Section 16 15 hereof, this Subsection 5(b) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement of the Company applicable to the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last day of the Company's ’s taxable year as a condition to receipt of a bonus thereunder for such year except in the cases of death, disability or retirement at or after either age 62 with ten years of service or age 65. (c) Notwithstanding anything contained in this Agreement to the contrary, other than Section 16 15 hereof, if the Employee breaches any of his the Employee’s obligations under Section 8 or 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee under this Section 5.

Severance Compensation. If the Employee's employment is terminated ---------------------- during a Protected Period, the following severance provisions will apply: (a) If If, before the Contract Expiration Date, Employee's employment is terminated by the Company other than for Cause Subsidiary without cause or is terminated by the Employee for Good Reasongood reason, then, except as provided in Paragraph 12(b), 12(c), or 12(d), the Company shall cause to be paid and provided to Employee (i) base salary at the highest monthly rate payable to Employee during the Contract Period through the one year period commencing on last to occur of (x) the expiration of six months after the effective date of the Employee's termination of employment termination, and (y) the Contract Expiration Date (such last-to-occur date is hereinafter referred to as the "Payment TermSeverance Benefits Termination Date") and a bonus award accrued for the Company shall: (i) continue year in which such termination occurs determined in accordance with the Company's bonus plan as in effect immediately prior to pay the Employee's annual base salary Change in the then prevailing amount Control Date and at a level no less than the times specified target amount thereunder for the year in Subsection 3(a) hereof, or if which such annual base salary has decreased during the one year period ending on the Employee's termination of employment, at the highest rate in effect during such one year periodoccurs; -------------------------------------------------------------------------------- Page 7 -------------------------------------------------------------------------------- and (ii) continue the Employee's participation in following benefits for a period of twelve months following the Bonus Plan as provided in Subsection 3(b) hereof provided that the Company willContract Expiration Date: (A) pay the Employee a bonus coverage under the Bonus Plan for Company's medical insurance plan, short-term disability plan, long-term disability plan, salary continuation arrangement, disability benefit arrangement, and executive life insurance benefit (provided that [he][she] became eligible to participate therein prior to the partial year period ending date [his][her] employment is terminated), each as in effect on the date of the Change in Control Date (or, if subsequently amended to increase benefits to Employee or [his][her] dependents, as so amended) and each as if Employee's termination of employment calculated as if the Employee had continued to be employed for through the entire year except that the Employee's bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the Employee's annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's termination of employmentSeverance Benefits Termination Date; and (B) thereafter, during coverage and service credit under the remainder of Salaried Plan and any Excess Benefit Plan maintained in connection with the Payment Term, a bonus Salaried Plan under which [he][she] is eligible to participate so that the aggregate benefits payable to or with respect to the Employee under the Salaried Plan and any such Excess Benefit Plan will be equal to the aggregate benefits that would have been paid to or with respect to Employee under the Salaried Plan and any such Excess Benefit Plan if Employee's Target Annual Bonus Percentageemployment had continued through the Severance Benefits Termination Date. If any of the benefits to be provided under one or more of the plans, multiplied by agreements, or arrangements specified above cannot be provided through that plan, agreement, or arrangement to Employee following termination of [his][her] employment, the Company shall cause the full equivalent of such benefits to Employee's annual base salary in . For example, since it is not possible to provide additional service credit directly through the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses Salaried Plan, if Employee becomes entitled to an additional 18 months of service credit under the Bonus Salaried Plan are customarily payablepursuant to (B) above, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereof; (iii) pay for executive outplacement services for the Employee from a nationally recognized executive outplacement firm at a level consistent with the employee's position, provided that such outplacement services will be provided for a six (6) month period commencing on the date of termination of employment regardless of the Payment Term; and (iv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii) hereof, at the Employee's request, submitted in writing to the Company within five (5) business days after the date of the Employee's termination of employment: (A) the Company will pay be required to cause payment to Employee, from its general assets or those of its Subsidiary, on each date on which Employee receives a payment from the total of Salaried Plan, a supplemental payment equal to the amount by which that particular payment under the Salaried Plan would have been increased if Employee's annual base salary total service credit under the Salaried Plan were 18 months greater than is actually the case. In addition, if in these circumstances any payments described in Subsection 5(a)(i) in a single sum within thirty (30) days become due under the Salaried Plan with respect to Employee following [his][her] death, the Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan Company will be obligated to cause similar supplemental payments described in Subsection 5(a)(ii) shall with respect to Employee to be made at on the same time as dates on which payments are made with respect to Employee under the Employee's payment under Subsection 5(a)(vi)(A) but shall be calculated using the Employee's Target Annual Bonus Percentage for all calculation purposesSalaried Plan. (b) If Notwithstanding the Employee's employment hereunder terminates due foregoing provisions of Paragraph 12(a), the Company shall cause any benefit to which Employee becomes entitled pursuant to the Employee's deathprovisions of Paragraph 8 or 12(a) under the Salaried Plan or the Excess Benefit Plan including, disabilityin the event Employee is not fully vested under the provisions of either, the present value of any otherwise forfeitable benefit thereunder, to be paid in a single sum to Employee as soon as practicable, but not more than thirty days following [his][her] termination by of employment, with present value determination to be made based on actuarial factors for single sum payments set forth in the Salaried Pension Plan. Employee shall have no duty to mitigate the amount of any payment or benefit provided for in this Agreement. (c) If during any period in which Employee is entitled to payments or benefits under Paragraph 12 (a) Employee materially and willfully breaches [his][her] agreement with respect to confidential information set forth in Paragraph 13 hereof and such breach directly causes the Company for Cause or termination by the Employee other than for Good ReasonSubsidiary substantial and demonstrable damage, then no further compensation or benefits the Company will be provided to relieved of its obligations under Paragraph 12(a) hereof as of the Employee by first day of the Company under this Agreement month immediately following the date of such termination material breach. (d) If Employee dies on or before the Severance Benefits Termination Date or, with respect to benefits, the Contract Expiration Date, and immediately before [his][her] death [he][she] is entitled to payments or benefits under Paragraph 12(a), the Company will be relieved of employment other than payment of compensation earned its obligations under Paragraph 12(a) with respect to the date of termination of employment but not yet paid. As more fully base salary and generally provided in Section 16 hereof, this Subsection 5(b) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement bonus payments as of the Company applicable to the Employee. Likewise, this Subsection 5(b) shall not be interpreted to entitle the Employee to a bonus under the Bonus Plan following his termination of employment except as provided in the Bonus Plan which requires employment on the last first day of the Companymonth immediately following the month in which Employee dies and thereafter the Company will cause to be provided to Employee's taxable year beneficiaries and dependents salary continuation payments, benefits under any Excess Benefits Plan (as supplemented by item (B) of Paragraph 12(a)), and continuing medical and dental benefits to the same extent (subject to reduction for payments or benefits from a condition to receipt of a bonus thereunder for such year except new employer under Paragraph 12(c)) as if Employee's death had occurred while Employee was in the cases active employ of death, disability or retirement at or after either age 62 with ten years of service or age 65the Subsidiary. (c) Notwithstanding anything contained in this Agreement to the contrary, other than Section 16 hereof, if the Employee breaches any of his obligations under Section 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee under this Section 5.

Severance Compensation. If the Employee's employment is terminated ---------------------- during a Protected Period, the following severance provisions will apply: (a) If at any time during the Severance Period following the occurrence of a Change in Control the Company terminates the Employee's ’s employment is terminated by the Company other than for Cause pursuant to Section 8A(a) or is terminated by the Employee for Good Reason, then, through the one year period commencing on the date of the Employee's termination of terminates her employment pursuant to Section 8A(b), (the "Payment Term"i) the Company shall: , no later than five business days after the Termination Date, pay to the Employee a lump sum payment in an amount equal to one times the sum of (iA) continue to pay the Employee's annual base salary in the then prevailing amount and at the times specified in Subsection 3(a) hereof, or if such annual base salary has decreased during the one year period ending on the Employee's termination of employment, Base Pay (at the highest rate in effect during such one year period; -------------------------------------------------------------------------------- Page 7 --------------------------------------------------------------------------------for any period prior to the Termination Date), plus (B) Incentive Pay (determined in accordance with the standards set forth in the definition thereof); (ii) continue the Employee's participation in Company shall, for a period of twelve months following the Bonus Plan as provided in Subsection 3(bTermination Date (the “Continuation Period”), arrange to provide the Employee with Employee Benefits that are welfare benefits (but not stock option, stock purchase, stock appreciation or similar compensatory benefits) hereof provided substantially similar to those that the Company will: (A) pay the Employee a bonus under the Bonus Plan for the partial year period ending on the date of the Employee's termination of employment calculated as if the Employee had continued was receiving or entitled to be employed for the entire year except that the Employee's bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied receive immediately prior to the Employee's annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's termination of employment; and Termination Date (B) thereafteror, during the remainder of the Payment Termif greater, a bonus equal immediately prior to the Employee's Target Annual Bonus Percentagereduction, multiplied by the Employee's annual base salary termination or denial described in the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payableSection 8A(b)(ii)), except that the final bonus shall be payable with the final payment level of the annual base salary under Subsection 5(a)(i) hereof; (iii) pay for executive outplacement services for the any such Employee from a nationally recognized executive outplacement firm at a level consistent with the employee's position, provided that such outplacement services will be provided for a six (6) month period commencing on the date of termination of employment regardless of the Payment Term; and (iv) In lieu of the payments described in Subsections 5(a)(i) and 5(a)(ii) hereof, at the Employee's request, submitted in writing Benefits to the Company within five (5) business days after the date of the Employee's termination of employment: (A) the Company will pay the total of the Employee's annual base salary payments described in Subsection 5(a)(i) in a single sum within thirty (30) days following the Employee's termination of -------------------------------------------------------------------------------- Page 8 -------------------------------------------------------------------------------- employment; and (B) his Bonus Plan payments described in Subsection 5(a)(ii) shall be made at the same time as the Employee's payment under Subsection 5(a)(vi)(A) but shall be calculated using the Employee's Target Annual Bonus Percentage for all calculation purposes. (b) If the Employee's employment hereunder terminates due to the Employee's death, disability, termination by the Company for Cause or termination by the Employee other than for Good Reason, then no further compensation or benefits will be provided to the Employee by may be reduced in the event of a corresponding reduction generally applicable to all recipients of or participants in such Employee Benefits, which Continuation Period will be considered service with the Company under this Agreement following for the date purpose of such termination of employment other than payment of compensation earned determining service credits and benefits due and payable to the date of termination of employment but not yet paid. As more fully Employee under the Company’s retirement income, supplemental executive retirement and generally provided in Section 16 hereof, this Subsection 5(b) shall not be interpreted to deny the Employee any benefits to which he may be entitled under any plan or arrangement other benefit plans of the Company applicable to the Employee, her dependents or her beneficiaries immediately prior to the Termination Date; (iii) the Company shall provide the Employee with outplacement services by a firm selected by the Employee, at the expense of the Company in an amount up to 20% of the Employee’s Base Pay; and (iv) notwithstanding anything to the contrary in the Employee’s stock option agreement(s) or certificate(s) or in the stock option plan(s) under which Employee’s stock options were granted, (A) (i) all of Employee’s stock options that are outstanding as of the date hereof and are not then exercisable shall become immediately exercisable and shall terminate on the date one year from the Termination Date, and not earlier, and (2) all stock options that may be granted to Employee after the date hereof and are not then exercisable shall terminate on the Termination Date and (B) Employee may exercise all or any of her options that are exercisable from time to time until the date one year from the Termination Date. LikewiseIf and to the extent that any benefit described in Section 8B(a)(ii) or (iii) is not or cannot be paid or provided under any policy, this Subsection 5(bplan, program or arrangement of the Company or any Subsidiary, as the case may be, then the Company shall itself pay or provide for the payment to the Employee, her dependents and beneficiaries, of such Employee Benefits. Without otherwise limiting the purposes or effect of Section 8C, Employee Benefits otherwise receivable by the Employee pursuant to Section 8B(a)(ii) or (iii) shall not be interpreted reduced to entitle the extent comparable welfare benefits are actually received by the Employee from another employer during the Continuation Period following the Employee’s Termination Date, and any such benefits actually received by the Employee shall be reported by the Employee to the Company. (b) Without limiting the rights of the Employee at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a bonus under timely basis, the Bonus Plan following his termination Company shall pay interest on the amount or value thereof at an annualized rate of employment except interest equal to the so-called composite “prime rate” as provided quoted from time to time during the relevant period in the Bonus Plan which requires employment Midwest Edition of The Wall Street Journal. Such interest shall be payable as it accrues on the last day demand. Any change in such prime rate shall be effective on and as of the Company's taxable year as a condition to receipt date of a bonus thereunder for such year except in the cases of death, disability or retirement at or after either age 62 with ten years of service or age 65change. (c) Notwithstanding anything contained in any provision of this Agreement to the contrary, other than Section 16 hereof, if the Employee breaches any of his parties’ respective rights and obligations under Section 9 or 10 hereof, no further severance payments or other benefits will be payable to the Employee under this Section 58B and under Section 8C shall survive any termination or expiration of this Agreement or the termination of the Employee’s employment following a Change in Control for any reason whatsoever.