Common use of Severance Payment Upon Termination of Employment Clause in Contracts

Severance Payment Upon Termination of Employment. If, during the two (2) year period immediately following a Change in Control of the Company, the Company shall terminate the Executive’s employment other than pursuant to Section 3(b), 3(c) or 3(d) or if the Executive shall terminate his employment for Good Reason, then the Company shall pay to the Executive the following as severance pay (the “Severance Payment”): (a) a lump sum in cash, within five (5) days of the Date of Termination, equal to the sum of (1) three (3) times the sum of (i) Executive’s annual base salary (based upon the highest annual rate of base salary earned by the Executive during the twelve (12) month period immediately preceding the Date of Termination (the “Annual Base Salary”)) and (ii) the higher of (x) Executive’s target annual incentive compensation for the year in which the Date of Termination occurs or (y) the highest annual incentive compensation paid to the Executive in respect of the three (3) fiscal years of the Company immediately prior to the year in which a Change in Control of the Company occurs (such higher amount, the “Annual Bonus”), (2) the Executive’s annual base salary through the Date of Termination and any previously earned and due annual incentive payments, to the extent not theretofore paid, (3) any accrued vacation pay, (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon, all pursuant to the terms of such deferral arrangement) and (5) the product of (x) the Annual Bonus and (y) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is 365 (and any payment under this clause (5) shall offset any amounts otherwise due as an annual incentive bonus for the fiscal year in which the Date of Termination occurs); (b) the Executive and his eligible dependents shall continue, to the extent permitted by law, to be covered by all executive services, programs and perquisites and insurance plans or programs in which the Executive participates in effect immediately prior to the time of the Change in Control of the Company (or any successor executive services, programs and perquisites and insurance plans or programs, to the extent more favorable to the Executive), including without limitation medical coverage and officer medical reimbursement, group and executive supplemental life insurance, short-term and long-term disability for thirty-six (36) months after the Executive’s Date of Termination; in addition, notwithstanding anything to the contrary contained in any other agreement, all rights that have not previously vested relating to stock options and restricted stock shall immediately vest and all restrictions shall be waived, but such vesting and waiver of restrictions shall occur under this Agreement only in the event of a Change in Control under Section 2(b)(i); provided, however, that if during such thirty- six (36) month time period the Executive should enter into employment with a new employer and become eligible to receive comparable insurance benefits, the continued insurance benefits described herein shall be secondary to those provided under the plans of such employer during such applicable period of eligibility. In the event the Executive is ineligible, for whatever reason, to continue to be so covered with respect to any of the above-referenced plans or programs, the Company shall provide substantially equivalent coverage through other sources. Following the end of the thirty-six (36) month period during which medical benefits are provided, the Executive shall be eligible for continued health coverage under “COBRA” as if the Executive’s employment with the Company had terminated as of the end of such period. For purposes of calculating the Executive’s age and years of service for determining eligibility (but not the time of commencement of benefits) of the Executive for the Company’s retiree medical and life insurance benefits, the Executive shall be considered to have remained employed until thirty-six (36) months after the Date of Termination and to have retired on the last day of such period, and such benefits, and costs to the Executive of such coverage, shall be no less favorable to the Executive than as in effect as of the Change in Control of the Company and shall not be effected by any subsequent employment of the Executive. Notwithstanding anything to the contrary, all such reimbursements or in-kind benefits provided for in this Section 4(b) shall be payable by the Company on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. The expenses paid or in-kind benefits provided by the Company during any taxable year of the Executive will not affect the expense paid or in-kind benefits provided by the Company in another taxable year. This right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit; (c) a lump-sum in cash, payable within five (5) days after the Date of Termination, equal to the excess (without present value discount, as a result of receiving such amount prior to the end of the thirty-six (36) month period following the Date of Termination) of the actuarial equivalent of the benefit under the qualified defined benefit retirement plan of the Company or any affiliate in which the Executive participates immediately prior to the Change in Control of the Company, or under any such plan with more favorable benefits in which the Executive participates following the Change in Control of the Company (the “Retirement Plan”), and any excess or supplemental retirement plan, program or arrangement of the Company or any affiliate in which the Executive participates immediately prior to the Change in Control of the Company or under any such plans, programs or arrangements with more favorable benefits in which the Executive participates following the Change in Control of the Company (together, the “SERP”) that the Executive would receive if the Executive’s employment continued for thirty-six (36) months after the Date of Termination, assuming for this purpose that (i) the Executive is fully vested in all benefits to be calculated under this clause (a), (ii) the Executive is treated as having attained thirty-six (36) additional months of age under the Retirement Plan or the SERP, including for purposes of reducing any otherwise applicable actuarial reduction, but not for purposes of reducing the number of years of the Executive’s life expectancy, and (iii) the Executive’s annualized compensation over the thirty-six (36) month period, for purposes of calculating the benefits under this clause (a) pursuant to the benefit formulas for the Retirement Plan and SERP, is the Annual Base Salary and Annual Bonus, over (b) the actuarial equivalent of the Executive’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; provided, that the actuarial assumptions used for determining actuarial equivalence in this Section 4(c) shall be no less favorable to the Executive than the most favorable in effect under the Retirement Plan and SERP, as the case may be, immediately prior to the Change in Control of the Company or on the Date of Termination; and (d) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company. (e) a lump-sum in cash, payable within five (5) days after the Date of Termination, equal to the product of (i) three (3) times (ii) the total matching contributions made - 8 - by the Company on behalf of the Executive under the Company’s tax qualified defined contribution plan (and under any non-qualified defined contribution plan providing matching contributions) during, for each plan, the last plan year ending prior to the year in which the Change of Control occurs, plus any Company matching contributions under such plans forfeited as of the Date of Termination.

Severance Payment Upon Termination of Employment. If, during the two (2) year period immediately following a Change in Control of the Company, the Company shall terminate the Executive’s employment other than pursuant to Section 3(b), 3(c) or 3(d) or if the Executive shall terminate his employment for Good Reason, then the Company shall pay to the Executive the following as severance pay (the “Severance Payment”): (a) a lump sum in cash, within five (5) days of the Date of Termination, equal to the sum of (1) three (3) times the sum of (i) Executive’s annual base salary (based upon the highest annual rate of base salary earned by the Executive during the twelve (12) month period immediately preceding the Date of Termination (the “Annual Base Salary”)) and (ii) the higher of (x) Executive’s target annual incentive compensation for the year in which the Date of Termination occurs or (y) the highest annual incentive compensation paid to the Executive in respect of the three (3) fiscal years of the Company immediately prior to the year in which a Change in Control of the Company occurs (such higher amount, the “Annual Bonus”), (2) the Executive’s annual base salary through the Date of Termination and any previously earned and due annual incentive payments, to the extent not theretofore paid, (3) any accrued vacation pay, (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon, all pursuant to the terms of such deferral arrangement) and (5) the product of (x) the Annual Bonus and (y) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is 365 (and any payment under this clause (5) shall offset any amounts otherwise due as an annual incentive bonus for the fiscal year in which the Date of Termination occurs); (b) the Executive and his eligible dependents shall continue, to the extent permitted by law, to be covered by all executive services, programs and perquisites and insurance plans or programs in which the Executive participates in effect immediately prior to the time of the Change in Control of the Company (or any successor executive services, programs and perquisites and insurance plans or programs, to the extent more favorable to the Executive), including without limitation medical coverage and officer medical reimbursement, group and executive supplemental life insurance, short-term and long-term disability for thirty-six (36) months after the Executive’s Date of Termination; in addition, notwithstanding anything to the contrary contained in any other agreement, all rights that have not previously vested relating to stock options and restricted stock shall immediately vest and all restrictions shall be waived, but such vesting and waiver of restrictions shall occur under this Agreement only in the event of a Change in Control under Section 2(b)(i); provided, however, that if during such thirty- thirty­ six (36) month time period the Executive should enter into employment with a new employer and become eligible to receive comparable insurance benefits, the continued insurance benefits described herein shall be secondary to those provided under the plans of such employer during such applicable period of eligibility. In the event the Executive is ineligible, for whatever reason, to continue to be so covered with respect to any of the above-referenced plans or programs, the Company shall provide substantially equivalent coverage through other sources. Following the end of the thirty-six (36) month period during which medical benefits are provided, the Executive shall be eligible for continued health coverage under “COBRA” as if the Executive’s employment with the Company had terminated as of the end of such period. For purposes of calculating the Executive’s age and years of service for determining eligibility (but not the time of commencement of benefits) of the Executive for the Company’s retiree medical and life insurance benefits, the Executive shall be considered to have remained employed until thirty-six (36) months after the Date of Termination and to have retired on the last day of such period, and such benefits, and costs to the Executive of such coverage, shall be no less favorable to the Executive than as in effect as of the Change in Control of the Company and shall not be effected by any subsequent employment of the Executive. Notwithstanding anything to the contrary, all such reimbursements or in-kind benefits provided for in this Section 4(b) shall be payable by the Company on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. The expenses paid or in-kind benefits provided by the Company during any taxable year of the Executive will not affect the expense paid or in-kind benefits provided by the Company in another taxable year. This right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit; (c) a lump-sum in cash, payable within five (5) days after the Date of Termination, equal to the excess (without present value discount, as a result of receiving such amount prior to the end of the thirty-six (36) month period following the Date of Termination) of the actuarial equivalent of the benefit under the qualified defined benefit retirement plan of the Company or any affiliate in which the Executive participates immediately prior to the Change in Control of the Company, or under any such plan with more favorable benefits in which the Executive participates following the Change in Control of the Company (the “Retirement Plan”), and any excess or supplemental retirement plan, program or arrangement of the Company or any affiliate in which the Executive participates immediately prior to the Change in Control of the Company or under any such plans, programs or arrangements with more favorable benefits in which the Executive participates following the Change in Control of the Company (together, the “SERP”) that the Executive would receive if the Executive’s employment continued for thirty-six (36) months after the Date of Termination, assuming for this purpose that (i) the Executive is fully vested in all benefits to be calculated under this clause (a), (ii) the Executive is treated as having attained thirty-six (36) additional months of age under the Retirement Plan or the SERP, including for purposes of reducing any otherwise applicable actuarial reduction, but not for purposes of reducing the number of years of the Executive’s life expectancy, and (iii) the Executive’s annualized compensation over the thirty-six (36) month period, for purposes of calculating the benefits under this clause (a) pursuant to the benefit formulas for the Retirement Plan and SERP, is the Annual Base Salary and Annual Bonus, over (b) the actuarial equivalent of the Executive’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; provided, that the actuarial assumptions used for determining actuarial equivalence in this Section 4(c) shall be no less favorable to the Executive than the most favorable in effect under the Retirement Plan and SERP, as the case may be, immediately prior to the Change in Control of the Company or on the Date of Termination; and (d) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company. (e) a lump-sum in cash, payable within five (5) days after the Date of Termination, equal to the product of (i) three (3) times (ii) the total matching contributions made - 8 - by the Company on behalf of the Executive under the Company’s tax qualified defined contribution plan (and under any non-qualified defined contribution plan providing matching contributions) during, for each plan, the last plan year ending prior to the year in which the Change of Control occurs, plus any Company matching contributions under such plans forfeited as of the Date of Termination.

Severance Payment Upon Termination of Employment. If, during the two (2) year period immediately following a Change in Control of the Company, the Company shall terminate the Executive’s employment other than pursuant to Section 3(b), 3(c) or 3(d3(c) or if the Executive shall terminate his his/her employment for Good Reason, pursuant to Section 3(d) then the Company shall pay to the Executive the following as severance pay (the “Severance Payment”): (a) a lump sum in cashpayment, within five (5) days of the Date of Termination, equal to the sum of (1) three two (32) times the sum of (i) Executive’s current annual base salary (based upon the highest annual rate of base salary earned by the Executive during the twelve (12) month period immediately preceding the Date of Termination (the “Annual Base Salary”)) and (ii) the higher of (x) Executive’s target annual incentive compensation for the year in which the Date of Termination occurs or (y) the highest annual incentive compensation paid to the Executive in respect of the three (3) fiscal years of the Company immediately prior to the year in which a Change in Control of the Company occurs (such higher amount, the “Annual Bonus”), (2) the Executive’s annual base salary Annual Base Salary through the Date of Termination and Termination, (3) any previously earned and due previous years annual incentive paymentspayments (determined based upon actual Company results and not reduced for individual performance), to the extent not theretofore paid, (34) payment for any accrued vacation pay, or PTO time (45) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) or in the alternative, all pursuant at the Executive’s sole choice, the ability to remain in any deferred compensation or successor plans to the terms of extent permitted by such deferral arrangement) a plan and (56) the product of (x) the Annual Bonus and (y) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is 365 (and any payment under this clause (5) shall offset any amounts otherwise due as an annual incentive bonus for the fiscal year in which the Date of Termination occurs)365; (b) the Company shall continue to provide to the Executive and his eligible dependents shall continuedependents, to in a manner and timing provided for in all the extent permitted by lawbenefit and welfare plans, to be covered by all policies and programs, executive services, programs and perquisites and insurance plans or programs in which the Executive participates in effect immediately prior to the time of the Change in Control of the Company (or any successor benefit and welfare plans, policies and programs, executive services, programs and perquisites and insurance plans or programs, to the extent more favorable to the Executive). Depending upon the circumstances, including these benefit and welfare plans may include, without limitation limitation, medical coverage and officer supplemental medical reimbursement, group and executive supplemental life insurance, short-term and longlong term disability, automobile allowance, automobile insurance, automobile servicing and financial counseling allowance for twenty-term disability for thirty-six four (3624) months after the Executive’s Date of Termination; in . In addition, notwithstanding anything Executive shall receive a lump-sum in cash, payable within five (5) days after the Date of Termination equal to the contrary contained in total value of twenty-four (24) months of matching contributions made by the Company on behalf of Executive under the Company’s tax qualified defined contribution plan (and under any other agreementnon-qualified defined contribution plan providing matching contributions) at a matching level equal to the level of participation of Executive prior to the Date of Termination, all rights that have not previously vested relating to stock options and restricted stock shall immediately vest and all restrictions shall be waived, but plus any Company matching contributions under such vesting and waiver plans forfeited as of restrictions shall occur under this Agreement only in the event Date of a Change in Control under Section 2(b)(i); providedTermination. Provided, however, that if during such thirty- six twenty-four (3624) month time period the Executive should enter into employment with a new employer and become eligible to receive a comparable insurance benefitsbenefit (on a benefit by benefit basis), the continued insurance benefits benefit described herein shall be secondary to those provided under the plans of such employer during such applicable period of eligibility. Executive shall be fully vested in any account balance, matching and all other benefits under such plans. In the event the Executive is ineligible, for whatever reason, reason to continue to be so covered with respect to any of the above-referenced plans or programs, the Company shall provide substantially equivalent coverage through other sources. Following the end of the thirtytwenty-six four (3624) month period during which medical benefits are provided, the Executive shall be eligible for continued health coverage under “COBRA” as if the Executive’s employment with the Company had terminated as of the end of such period. For purposes of calculating the Executive’s age and years of service for determining eligibility (but not the time of commencement of benefits) of the Executive for the Company’s retiree medical and life insurance benefits, the Executive shall be considered to have remained employed until thirtytwenty-six four (3624) months after the Date of Termination and to have retired on the last day of such period, and such benefits, and costs to the Executive of such coverage, shall be no less favorable to the Executive than as in effect as of the Change in Control of the Company and shall not be effected by any subsequent employment of the Executive. Notwithstanding anything to the contrary, all such reimbursements or in-kind benefits provided for in this Section 4(b) shall be payable by the Company on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. The expenses paid or in-kind benefits provided by the Company during any taxable year of the Executive will not affect the expense paid or in-kind benefits provided by the Company in another taxable year. This right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit; (c) a lump-sum notwithstanding anything to the contrary contained in cashany other agreement, payable within five all rights that have not previously vested relating to all stock options and restricted stock shall immediately vest and all restrictions shall be waived and Executive shall have ninety (590) days after the Date of Termination, equal Termination to exercise all outstanding options. (d) to the excess (without present value discount, as a result of receiving such amount prior to the end of the thirty-six (36) month period following extent the Date of TerminationTermination is after year end, but before the determination of a LEAP Payout (or equivalent replacement plan), Executive shall at the same time as previously scheduled, receive their full LEAP (or equivalent replacement plan) award based up the prior year’s results. In addition, Executive shall receive a prorated LEAP award for the year of termination (if the actuarial LEAP program is in place) or prorated portion of an equivalent replacement plan the product of (x) the benefit under LEAP or other plan award at target and (y) a fraction, the qualified defined benefit retirement plan numerator of which is the Company or any affiliate number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is 365. All stock options and restricted stock provided under this paragraph shall be vested and all restrictions shall be waived and Executive participates immediately shall have ninety (90) days after the Date of Termination to exercise all outstanding options. In the event the equity to be issued under the LEAP program no longer exists at the Termination Date, Executive’s stock options shall be converted as provided for all other options that existed prior to the Change in Control of and the Company, or under any such plan with more favorable benefits in which the Executive participates following the Change in Control restricted stock shall be converted as provided for other shares of the Company (the “Retirement Plan”), and any excess or supplemental retirement plan, program or arrangement of the Company or any affiliate in which the Executive participates immediately that existed prior to the Change in Control of the Company or under any such plans, programs or arrangements with more favorable benefits in which the Executive participates following the Change in Control of the Company (together, the “SERP”) that the Executive would receive if the Executive’s employment continued for thirty-six (36) months after the Date of Termination, assuming for this purpose that (i) the Executive is fully vested in all benefits to be calculated under this clause (a), (ii) the Executive is treated as having attained thirty-six (36) additional months of age under the Retirement Plan or the SERP, including for purposes of reducing any otherwise applicable actuarial reduction, but not for purposes of reducing the number of years of the Executive’s life expectancy, and (iii) the Executive’s annualized compensation over the thirty-six (36) month period, for purposes of calculating the benefits under this clause (a) pursuant to the benefit formulas for the Retirement Plan and SERP, is the Annual Base Salary and Annual Bonus, over (b) the actuarial equivalent of the Executive’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; provided, that the actuarial assumptions used for determining actuarial equivalence in this Section 4(c) shall be no less favorable to the Executive than the most favorable in effect under the Retirement Plan and SERP, as the case may be, immediately prior to the Change in Control of the Company or on the Date of Termination; andControl. (de) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company. (e) a lump-sum in cash, payable within five (5) days after the Date of Termination, equal to the product of (i) three (3) times (ii) the total matching contributions made - 8 - by the Company on behalf of the Executive under the Company’s tax qualified defined contribution plan (and under any non-qualified defined contribution plan providing matching contributions) during, for each plan, the last plan year ending prior to the year in which the Change of Control occurs, plus any Company matching contributions under such plans forfeited as of the Date of Termination.

Severance Payment Upon Termination of Employment. If, during the two (2) year period immediately following a Change in Control of the Company, the Company shall terminate the Executive’s 's employment other than pursuant to Section 3(b), 3(c) or 3(d) or if the Executive shall terminate his employment for Good Reason, then the Company shall pay to the Executive the following as severance pay (the “"Severance Payment”"): (a) a lump sum in cash, within five (5) days of the Date of Termination, equal to the sum of (1) three (3) times the sum of (i) Executive’s 's annual base salary (based upon the highest annual rate of base salary earned by the Executive during the twelve (12) month period immediately preceding the Date of Termination (the “"Annual Base Salary”")) and (ii) the higher of (x) Executive’s 's target annual incentive compensation for the year in which the Date of Termination occurs or (y) the highest annual incentive compensation paid to the Executive in respect of the three (3) fiscal years of the Company immediately prior to the year in which a Change in Control of the Company occurs (such higher amount, the “"Annual Bonus”"), (2) the Executive’s 's annual base salary through the Date of Termination and any previously earned and due annual incentive payments, to the extent not theretofore paid, (3) any accrued vacation pay, (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon, all pursuant to the terms of such deferral arrangement) and (5) the product of (x) the Annual Bonus and (y) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is 365 (and any payment under this clause (5) shall offset any amounts otherwise due as an annual incentive bonus for the fiscal year in which the Date of Termination occurs); (b) the Executive and his eligible dependents shall continue, to the extent permitted by law, to be covered by all executive services, programs and perquisites and insurance plans or programs in which the Executive participates in effect immediately prior to the time of the Change in Control of the Company (or any successor executive services, programs and perquisites and insurance plans or programs, to the extent more favorable to the Executive), including without limitation medical coverage and officer medical reimbursement, group and executive supplemental life insurance, short-term and long-term disability for thirty-six (36) months after the Executive’s 's Date of Termination; in addition, notwithstanding anything to the contrary contained in any other agreement, all rights that have not previously vested relating to stock options and restricted stock shall immediately vest and all restrictions shall be waived, but such vesting and waiver of restrictions shall occur under this Agreement only in the event of a Change in Control under Section 2(b)(i); provided, however, that if during such thirty- thirty-six (36) month time period the Executive should enter into employment with a new employer and become eligible to receive comparable insurance benefits, the continued insurance benefits described herein shall be secondary to those provided under the plans of such employer during such applicable period of eligibility. In the event the Executive is ineligible, for whatever reason, to continue to be so covered with respect to any of the above-referenced plans or programs, the Company shall provide substantially equivalent coverage through other sources. Following the end of the thirty-six (36) month period during which medical benefits are provided, the Executive shall be eligible for continued health coverage under “"COBRA” " as if the Executive’s 's employment with the Company had terminated as of the end of such period. For purposes of calculating the Executive’s 's age and years of service for determining eligibility (but not the time of commencement of benefits) of the Executive for the Company’s 's retiree medical and life insurance benefits, the Executive shall be considered to have remained employed until thirty-six (36) months after the Date of Termination and to have retired on the last day of such period, and such benefits, and costs to the Executive of such coverage, shall be no less favorable to the Executive than as in effect as of the Change in Control of the Company and shall not be effected by any subsequent employment of the Executive. Notwithstanding anything to the contrary, all such reimbursements or in-kind benefits provided for in this Section 4(b) shall be payable by the Company on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. The expenses paid or in-kind benefits provided by the Company during any taxable year of the Executive will not affect the expense paid or in-kind benefits provided by the Company in another taxable year. This right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit; (c) a lump-sum in cash, payable within five (5) days after the Date of Termination, equal to the excess (without present value discount, as a result of receiving such amount prior to the end of the thirty-six (36) month period following the Date of Termination) of (a) the actuarial equivalent of the benefit under the qualified defined benefit retirement plan of the Company or any affiliate in which the Executive participates immediately prior to the Change in Control of the Company, or under any such plan with more favorable benefits in which the Executive participates following the Change in Control of the Company (the “"Retirement Plan”"), and any excess or supplemental retirement plan, program or arrangement of the Company or any affiliate in which the Executive participates immediately prior to the Change in Control of the Company or under any such plans, programs or arrangements with more favorable benefits in which the Executive participates following the Change in Control of the Company (together, the “"SERP”") that the Executive would receive if the Executive’s 's employment continued for thirty-six (36) months after the Date of Termination, assuming for this purpose that (i) the Executive is fully vested in all benefits to be calculated under this clause (a), (ii) the Executive is treated as having attained thirty-six (36) additional months of age under the Retirement Plan or the SERP, including for purposes of reducing any otherwise applicable actuarial reduction, but not for purposes of reducing the number of years of the Executive’s 's life expectancy, and (iii) the Executive’s 's annualized compensation over the thirty-six (36) month period, for purposes of calculating the benefits under this clause (a) pursuant to the benefit formulas for the Retirement Plan and SERP, is the Annual Base Salary and Annual Bonus, over (b) the actuarial equivalent of the Executive’s 's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; provided, that the actuarial assumptions used for determining actuarial equivalence in this Section 4(c) shall be no less favorable to the Executive than the most favorable in effect under the Retirement Plan and SERP, as the case may be, immediately prior to the Change in Control of the Company or on the Date of Termination; and (d) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company. (e) a lump-sum in cash, payable within five (5) days after the Date of Termination, equal to the product of (i) three (3) times (ii) the total matching contributions made - 8 - by the Company on behalf of the Executive under the Company’s 's tax qualified defined contribution plan (and under any non-qualified defined contribution plan providing matching contributions) during, for each plan, the last plan year ending prior to the year in which the Change of Control occurs, plus any Company matching contributions under such plans forfeited as of the Date of Termination.

Severance Payment Upon Termination of Employment. If, during the two (2) year period immediately following a Change in Control of the Company, the Company shall terminate the Executive’s employment other than pursuant to Section 3(b), 3(c) or 3(d) or if the Executive shall terminate his employment for Good Reason, then the Company shall pay to the Executive the following as severance pay (the “Severance Payment”): (a) a lump sum in cash, within five (5) days of the Date of Termination, equal to the sum of (1) three (3) times the sum of (i) Executive’s annual base salary (based upon the highest annual rate of base salary earned by the Executive during the twelve (12) month period immediately preceding the Date of Termination (the “Annual Base Salary”)) and (ii) the higher of (x) Executive’s target annual incentive compensation for the year in which the Date of Termination occurs or (y) the highest annual incentive compensation paid to the Executive in respect of the three (3) fiscal years of the Company immediately prior to the year in which a Change in Control of the Company occurs (such higher amount, the “Annual Bonus”), (2) the Executive’s annual base salary through the Date of Termination and any previously earned and due annual incentive payments, to the extent not theretofore paid, (3) any accrued vacation pay, (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon, all pursuant to the terms of such deferral arrangement) and (5) the product of (x) the Annual Bonus and (y) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is 365 (and any payment under this clause (5) shall offset any amounts otherwise due as an annual incentive bonus for the fiscal year in which the Date of Termination occurs); (b) the Executive and his eligible dependents shall continue, to the extent permitted by law, to be covered by all executive services, programs and perquisites and insurance plans or programs in which the Executive participates in effect immediately prior to the time of the Change in Control of the Company (or any successor executive services, programs and perquisites and insurance plans or programs, to the extent more favorable to the Executive), including without limitation medical coverage and officer medical reimbursement, group and executive supplemental life insurance, short-term and long-term disability for thirty-six (36) months after the Executive’s Date of Termination; in addition, notwithstanding anything to the contrary contained in any other agreement, all rights that have not previously vested relating to stock options and restricted stock shall immediately vest and all restrictions shall be waived, but such vesting and waiver of restrictions shall occur under this Agreement only in the event of a Change in Control under Section 2(b)(i); provided, however, that if during such thirty- six (36) month time period the Executive should enter into employment with a new employer and become eligible to receive comparable insurance benefits, the continued insurance benefits described herein shall be secondary to those provided under the plans of such employer during such applicable period of eligibility. In the event the Executive is ineligible, for whatever reason, to continue to be so covered with respect to any of the above-referenced plans or programs, the Company shall provide substantially equivalent coverage through other sources. Following the end of the thirty-six (36) month period during which medical benefits are provided, the Executive shall be eligible for continued health coverage under “COBRA” as if the Executive’s employment with the Company had terminated as of the end of such period. For purposes of calculating the Executive’s age and years of service for determining eligibility (but not the time of commencement of benefits) of the Executive for the Company’s retiree medical and life insurance benefits, the Executive shall be considered to have remained employed until thirty-six (36) months after the Date of Termination and to have retired on the last day of such period, and such benefits, and costs to the Executive of such coverage, shall be no less favorable to the Executive than as in effect as of the Change in Control of the Company and shall not be effected by any subsequent employment of the Executive. Notwithstanding anything to the contrary, all such reimbursements or in-kind benefits provided for in this Section 4(b) shall be payable by the Company on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. The expenses paid or in-kind benefits provided by the Company during any taxable year of the Executive will not affect the expense paid or in-kind benefits provided by the Company in another taxable year. This right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit; (c) a lump-sum in cash, payable within five (5) days after the Date of Termination, equal to the excess (without present value discount, as a result of receiving such amount prior to the end of the thirty-six (36) month period following the Date of Termination) of the actuarial equivalent of the benefit under the qualified defined benefit retirement plan of the Company or any affiliate in which the Executive participates immediately prior to the Change in Control of the Company, or under any such plan with more favorable benefits in which the Executive participates following the Change in Control of the Company (the “Retirement Plan”), and any excess or supplemental retirement plan, program or arrangement of the Company or any affiliate in which the Executive participates immediately prior to the Change in Control of the Company or under any such plans, programs or arrangements with more favorable benefits in which the Executive participates following the Change in Control of the Company (together, the “SERP”) that the Executive would receive if the Executive’s employment continued for thirty-six (36) months after the Date of Termination, assuming for this purpose that (i) the Executive is fully vested in all benefits to be calculated under this clause (a), (ii) the Executive is treated as having attained thirty-six (36) additional months of age under the Retirement Plan or the SERP, including for purposes of reducing any otherwise applicable actuarial reduction, but not for purposes of reducing the number of years of the Executive’s life expectancy, and (iii) the Executive’s annualized compensation over the thirty-six (36) month period, for purposes of calculating the benefits under this clause (a) pursuant to the benefit formulas for the Retirement Plan and SERP, is the Annual Base Salary and Annual Bonus, over (b) the actuarial equivalent of the Executive’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; provided, that the actuarial assumptions used for determining actuarial equivalence in this Section 4(c) shall be no less favorable to the Executive than the most favorable in effect under the Retirement Plan and SERP, as the case may be, immediately prior to the Change in Control of the Company or on the Date of Termination; and (d) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company. (e) a lump-sum in cash, payable within five (5) days after the Date of Termination, equal to the product of (i) three (3) times (ii) the total matching contributions made - 8 - by the Company on behalf of the Executive under the Company’s tax qualified defined contribution plan (and under any non-qualified defined contribution plan providing matching contributions) during, for each plan, the last plan year ending prior to the year in which the Change of Control occurs, plus any Company matching contributions under such plans forfeited as of the Date of Termination.