Common use of Severance Payments and Benefits Clause in Contracts

Severance Payments and Benefits. Subject to the provisions of paragraph 8 below, in the event of a Termination, in lieu of the amount otherwise payable under paragraph 4 above, the Company shall: (a) Pay the Executive a lump-sum payment in cash no later than ten (10) business days after the date of Termination equal to the sum of: (i) The sum of: (A) the Executive’s base salary through and including the date of Termination and any bonus amounts which have become payable, to the extent either has not theretofore been paid; (B) a pro rata portion of the Executive’s annual bonus for the fiscal year in which the date of Termination occurs in an amount equal to: (1) the Executive’s Bonus Amount (as defined below), multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the date of Termination occurs through and including the date of Termination, and the denominator of which is three hundred sixty-five (365); (C) accrued and unpaid vacation pay through and including the date of Termination; and (D) unreimbursed business expenses through and including the date of Termination; (ii) An amount equal to the product of the Applicable Multiple (as defined below) and the Executive’s annual salary in effect immediately prior to the date of Termination; and (iii) An amount equal to the product of the Applicable Multiple and the Executive’s Bonus Amount; Notwithstanding the provisions of this paragraph 6(a), with respect to any amounts which constitute a deferral of compensation subject to Code Section 409A and provided the Executive is a “Specified Employee” (as defined under Code Section 409A), such amounts shall be paid to the Executive on the date which is six (6) months after his or her date of Separation from Service. (b) Continue to provide the Executive (and, if applicable, the Executive’s dependents), for a twenty-four (24) month period following the date of Termination, with the same level of benefits described in paragraph 4(d) of this Agreement upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) as existed immediately prior to the date of Termination (or, if more favorable to the Executive, as such benefits and terms and conditions existed immediately prior to the Change of Control), provided, that if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted, and further provided the amount of expenses eligible for reimbursement during the Executive’s taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Notwithstanding the foregoing provisions of this paragraph, in the event the Executive becomes reemployed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described in this Agreement shall be secondary to such benefits during the period of the Executive’s eligibility, but only to the extent that the Company reimburses the Executive for any increased cost and provides any additional benefits necessary to give the Executive the benefits provided hereunder.

Severance Payments and Benefits. Subject (a) In lieu of any other cash severance payments to which the Executive may otherwise be entitled (and which other cash severance payments the Executive hereby expressly waives), and subject to the provisions regarding cutback of paragraph 8 benefits in certain circumstances as expressly provided in Section 6(h) below, in the event of a Termination, in lieu of the amount otherwise payable under paragraph 4 above, the Company shall: (a) Pay shall pay or provide to the Executive the following amounts (the "Severance Payments") upon the occurrence of a lump-sum payment in cash no later than ten (10) business days after Covered Termination during the date of Termination equal to the sum ofProtected Period: (i) The sum of: An amount equal to two (2) times the amount of Executive's effective annual base salary rate, as in effect immediately prior to a Change of Control or the Date of Termination (as defined in Section 5(b), below), whichever amount is higher; (ii) an amount equal to the average annual bonus earned by the Executive under the Company's cash incentive bonus plan in respect of the three fiscal years of the Company ending prior to (x) the date on which a Change of Control occurred or (y) the date on which the Date of Termination occurred, whichever amount is higher; (iii) an amount equal to the Executive's annual bonus earned or accrued in respect of any prior fiscal year of the Company but not yet paid as of the Date of Termination; and (iv) an amount equal to the product of (x) the greatest of (A) the Executive’s base salary through and including 's target bonus opportunity under the date of Termination and any Company's cash incentive bonus amounts which have become payable, to the extent either has not theretofore been paid; (B) a pro rata portion of the Executive’s annual bonus plan for the fiscal year in which the date Date of Termination occurs in an amount equal to: occurs; or (1B) the Executive’s Bonus Amount average bonus the Executive earned for the three (as defined below)3) fiscal years preceding the fiscal year in which the Change in Control occurred, multiplied by (2y) a fraction, the numerator of which is the number of days months and partial months expired in the fiscal year of the Company in which the date Date of Termination occurs occurs, through and including the date Date of Termination, and the denominator of which is three hundred sixty-five twelve (36512); (C) accrued and unpaid vacation pay through and including the date of Termination; and (D) unreimbursed business expenses through and including the date of Termination; (ii) An amount equal to the product of the Applicable Multiple (as defined below) and the Executive’s annual salary in effect immediately prior to the date of Termination; and (iii) An amount equal to the product of the Applicable Multiple and the Executive’s Bonus Amount; Notwithstanding the provisions of this paragraph 6(a), with respect to any amounts which constitute a deferral of compensation subject to Code Section 409A and provided the Executive is a “Specified Employee” (as defined under Code Section 409A), such amounts shall be paid to the Executive on the date which is six (6) months after his or her date of Separation from Service. (b) Continue In case of a Covered Termination during the Protected Period, in addition to the payments provided for in Section 4(a) above, the Company shall, during the period ending twenty four (24) months after the month in which the Date of Termination occurs, arrange at the Company's sole expense to provide the Executive (andand his/her dependents with life, if applicablemedical, the Executive’s dependents)dental, for a twenty-four (24) month period following the date of Terminationhealth, with the same and disability insurance benefits at least equal, in type and level of benefits described in paragraph 4(d) of this Agreement upon substantially the same terms and conditions (including contributions required by coverage, to those which the Executive for such benefits) as existed and his/her dependents were receiving immediately prior to the date Notice of Termination (orwithout, if more favorable however, giving any effect to any reduction in such benefits subsequent to a Change in Control). Benefits otherwise receivable by the Executive pursuant to this Section 4(b) shall be reduced to the Executiveextent that comparable benefits equal in type and level of coverage are actually received by the Executive from, or made available to the Executive by, a subsequent employer without greater cost to him/her than as provided by the Company during such 24-month period (and any such benefits and terms and conditions existed immediately prior received by or made available to the Change of ControlExecutive shall be reported to the Company by the Executive). In addition, provided, in the event that if the Executive cannot and/or his/her dependents are ineligible under the terms of any of the Company's plans to continue to participate in the Company plans providing such benefitsbe so covered, the Company shall otherwise provide such benefits to the Executive a lump sum payment (determined on a present value basis using the interest rate provided for in Section 1274(b)(2)(B) of the Internal Revenue Code on the same after-tax basis Date of Termination) in such amount, after taxes, that shall be equal to the cost to the Executive of procuring such coverage for such period. (c) In the case of a Covered Termination during the Protected Period (i) any unvested amount credited to Executive's bookkeeping account under the Company's Supplemental Executive Retirement Plan as if continued participation had been permittedin effect on the date hereof, and further provided as the same may be amended prior to any Change of Control ("SERP"), will become fully vested as of the Date of Termination, and in such event such bookkeeping account shall be increased as of the Date of Termination by the aggregate amount of expenses eligible the unvested portion of any account maintained for reimbursement during Executive under any of the Executive’s taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Notwithstanding the foregoing provisions of this paragraph, in the event the Executive becomes reemployed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described in this Agreement shall be secondary to such benefits during the period Company's "qualified" retirement plans as of the Executive’s eligibility, but only 's date of termination of employment; and (ii) Executive's SERP account shall be distributed to the extent that Executive as provided under the Company reimburses terms of the Executive for any increased cost SERP and provides any additional benefits necessary to give the Executive the benefits provided hereunderin accordance with Executive's distribution election then in effect.

Severance Payments and Benefits. Subject to the provisions of ------------------------------- paragraph 8 below, in the event of a Termination, in lieu of the amount otherwise payable under paragraph 4 above, the Company shall: (a) Pay pay the Executive a lump-lump sum payment in cash no later than ten (10) business days after the date of Termination equal to the sum of: (i) The the sum of: of (A) the Executive’s 's base salary through and including the date of Termination and any bonus amounts which have become payable, to the extent either has not theretofore been paid; , (B) a pro rata portion of the Executive’s 's annual bonus for the fiscal year in which the date of Termination occurs in an amount equal to: to (1) the Executive’s 's Bonus Amount (as defined below), multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the date of Termination occurs through and including the date of Termination, and the denominator of which is three hundred sixty-five (365); , (C) any compensation previously deferred by the Executive other than pursuant to a tax-qualified plan (together with any interest and earnings thereon), (D) accrued and unpaid vacation pay through and including the date of Termination; Termination and (DE) unreimbursed business expenses through and including the date of Termination; (ii) An an amount equal to the product of the Applicable Multiple (as defined below) and the Executive’s 's annual salary in effect immediately prior to the date of Termination; and (iii) An an amount equal to the product of the Applicable Multiple and the Executive’s 's Bonus Amount; Notwithstanding the provisions of this paragraph 6(a), with respect to any amounts which constitute a deferral of compensation subject to Code Section 409A and provided the Executive is a “Specified Employee” (as defined under Code Section 409A), such amounts shall be paid to the Executive on the date which is six (6) months after his or her date of Separation from Service.and (b) Continue continue to provide the Executive (and, if applicable, the Executive’s dependents's dependent's), for a twenty-four (24) 24 month period following the date of Termination, with the same level of benefits described in paragraph 4(d) of this Agreement upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) as existed immediately prior to the date of Termination (or, if more favorable to the Executive, as such benefits and terms and conditions existed immediately prior to the Change of Control), provided, that that, if the Executive cannot -------- continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted, and further provided the amount of expenses eligible for reimbursement during the Executive’s taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Notwithstanding the foregoing provisions of this paragraph, in the event the Executive becomes reemployed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described in this Agreement shall be secondary to such benefits during the period of the Executive’s 's eligibility, but only to the extent that the Company reimburses the Executive for any increased cost and provides any additional benefits necessary to give the Executive the benefits provided hereunder.

Severance Payments and Benefits. Subject A. If a Change in Control occurs and within a period of twenty-four (24) months thereafter, Executive incurs a Separation from Service on account of (i) an involuntary termination by the Company for reasons other than death, Disability or Cause, or (ii) a voluntary termination elected by the Executive for Good Reason, then subject to (A) Executive signing and not revoking a separation and general release agreement (the provisions of paragraph 8 “Release”) in a form provided by the Company as may be in use from time to time, and (B) Section 4 below, in the event of a Termination, in lieu of the amount otherwise payable under paragraph 4 above, Executive shall (and the Company shall:(or any successor thereto) shall pay, award and/or provide): (a1) Pay the Executive receive a lump-sum cash severance payment in cash no later than ten (10) business days after the date of Termination an amount equal to the sum of: of (ia) The sum of: one times (A1x) Executive’s Annual Compensation; (b) the product of (x) Executive’s base salary through and including the date of Termination and any bonus amounts which have become payable, to the extent either has not theretofore been paid; (B) a pro rata portion of the Executive’s annual bonus for the fiscal year in which the date of Termination occurs in an amount equal to: (1) the Executive’s Bonus Amount (as defined below)Long-term Incentive Award Value, multiplied by (2y) a fraction, the numerator of which is the number of days in full and partial calendar months between January 1 of the fiscal year in which of Separation from Service and the date of Termination occurs through and including the date of TerminationExecutive’s Separation from Service (provided, however, that such numerator shall not exceed six (6)) and the denominator of which is three hundred sixty-five twelve (36512); and (Cc) accrued the product of (x) the greater of (A) Executive’s target annual bonus amount for the year in which the Separation from Service occurs, or (B) the highest annual bonus paid to the Executive out of the three (3) prior bonuses paid to the Executive prior to the Executive’s Separation from Service, multiplied by (y) a fraction, the numerator of which is the number of full and unpaid vacation pay through partial calendar months between January 1 of the year of Separation from Service and including the date of Termination; and (D) unreimbursed business expenses through and including the date of Termination; (ii) An amount equal to the product of the Applicable Multiple (as defined below) and the Executive’s annual salary in effect immediately prior to Separation from Service and the date denominator of Terminationwhich is twelve (12); and (iii2) An amount equal to receive twelve (12) months of continued coverage under the product Company’s group health plans (based on the level of the Applicable Multiple and the Executive’s Bonus Amount; Notwithstanding coverage in effect on the provisions date of this paragraph 6(athe Executive’s Separation from Service), at the Company’s expense, subject to the Executive’s timely election of continuation coverage under the COBRA, it being understood that (a) in the event that the Executive becomes eligible to receive substantially similar or improved medical, dental or vision benefits from a subsequent employer (whether or not the Executive accepts such benefits), the Company’s obligations under this Section 3(a)(2) shall immediately cease, (b) the Executive will notify the Company of his eligibility for such benefits from a subsequent employer within thirty (30) days of such eligibility and (c) in the event that the Company’s making payments under this Section 3(a)(2) would violate nondiscrimination rules or result in the imposition of penalties under the PPACA, the parties agree to reform this Section 3(a)(2) in such manner as is necessary to comply with tax laws and the PPACA, as applicable. (3) become fully vested in all Company equity and long-term incentive awards granted to Executive (including, but not limited to, and all stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and all other stock and cash-based long-term incentive awards) to the extent that such vesting is based on service with the Company. With respect to any amounts which constitute a deferral performance shares and performance unit awards, (a) the final number of compensation subject to Code Section 409A units and/or shares payable under such awards shall only be determined in accordance with the terms and provided conditions of the Executive is a “Specified Employee” (as defined under Code Section 409A)respective grant agreement governing such award, such amounts shall be paid to the Executive on the date which is six (6) months after his or her date of Separation from Service. and accordingly, (b) Continue to provide distribution of such awards can only take place following such share and/or unit amount determination. Notwithstanding the Executive (and, if applicableforegoing, the Executive’s dependentsfull and immediate vesting of any restricted stock units, performance shares, performance units, shall not change the payment date thereof or otherwise apply to the extent it would result in adverse tax consequences under Section 409A of the Code; and (4) notwithstanding anything to the contrary in the respective award agreement(s), for a be entitled to exercise any stock options or stock appreciation rights until the expiration of twenty-four (24) month months following Executive’s Separation from Service (or until such later date as may be applicable under the terms of the award agreement governing the stock option or stock appreciation right upon termination of employment), subject to the maximum full term of the stock option or stock appreciation right; provided, however, that, if any stock option or stock appreciation right is terminated or cashed-out in connection with a Change in Control, the Executive shall receive a lump-sum cash payment equal to the time value (i.e., under the Black Scholes option pricing model) of such stock options or stock appreciation rights inclusive of the economic value for the period of twenty-four (24) months following Executive’s Separation from Service (or until such later date as may be applicable under the terms of the award agreement governing the stock option or stock appreciation right upon termination of employment), subject to the maximum full term of the stock option or stock appreciation right. B. If Executive is not a Specified Employee, all payments made to Executive under Section 3(a) immediately above shall be made on the sixtieth (60th) calendar day following Executive’s Separation from Service, provided that Executive’s Release must be effective and not revocable on the date payment is to be made in order to receive such payments. If Executive is a Specified Employee, to the extent required to comply with Section 409A of the Code, payments made under Section 3(a) immediately above shall be made within ten (10) calendar days following the date following the first (1st) day of Termination, with the same level of benefits described in paragraph 4(dseventh (7th) of this Agreement upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) as existed immediately prior to month after the date of Termination (orExecutive’s Separation from Service, if more favorable provided that no such payment shall be made to the Executive, as such benefits and terms and conditions existed immediately prior to the Change of Control), provided, that Executive if the Executive canRelease has not continue to participate in become effective as of the Company plans providing such benefits, six (6)-month anniversary of the Company shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted, and further provided the amount date of expenses eligible for reimbursement during the Executive’s taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Notwithstanding the foregoing provisions of this paragraph, in the event the Executive becomes reemployed with another employer and becomes eligible to receive welfare benefits Separation from such employer, the welfare benefits described in this Agreement shall be secondary to such benefits during the period of the Executive’s eligibility, but only to the extent that the Company reimburses the Executive for any increased cost and provides any additional benefits necessary to give the Executive the benefits provided hereunderService.

Severance Payments and Benefits. Subject to the provisions of paragraph 8 9 below, in the event of a Termination, in lieu of the amount otherwise payable under paragraph 4 5 above, the Company shall: (a) Pay the Executive a lump-sum payment in cash no later than ten (10) business days after the date of Termination equal to the sum of: (i) The sum of: (A) the Executive’s base salary through and including the date of Termination and any bonus amounts which have become payable, to the extent either has not theretofore been paid; (B) a pro rata portion of the Executive’s annual bonus for the fiscal year in which the date of Termination occurs in an amount equal to: (1) the Executive’s Bonus Amount (as defined below), multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the date of Termination occurs through and including the date of Termination, and the denominator of which is three hundred sixty-five (365); (C) accrued and unpaid vacation pay through and including the date of Termination; and (D) unreimbursed business expenses through and including the date of Termination; (ii) An amount equal to the product of the Applicable Multiple (as defined below) and the Executive’s annual salary in effect immediately prior to the date of Termination; and (iii) An amount equal to the product of the Applicable Multiple and the Executive’s Bonus Amount; Notwithstanding the provisions of this paragraph 6(a7(a), with respect to any amounts which constitute a deferral of compensation subject to Code Section 409A of the Code and provided the Executive is a “Specified Employee” (as defined under Code Section 409A409A of the Code), such amounts shall be paid to the Executive on the date which is six (6) months after his or her date of Separation from Service. (b) Continue to provide the Executive (and, if applicable, the Executive’s dependents), for a twenty-four (24) month period following the date of Termination, with the same level of benefits described in paragraph 4(d5(d) of this Agreement upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) as existed immediately prior to the date of Termination (or, if more favorable to the Executive, as such benefits and terms and conditions existed immediately prior to the Change of Control), provided, that if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted, and further provided the amount of expenses eligible for reimbursement during the Executive’s taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Notwithstanding the foregoing provisions of this paragraph, in the event the Executive becomes reemployed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described in this Agreement shall be secondary to such benefits during the period of the Executive’s eligibility, but only to the extent that the Company reimburses the Executive for any increased cost and provides any additional benefits necessary to give the Executive the benefits provided hereunder.

Severance Payments and Benefits. Subject to Upon the provisions Effective Date of paragraph this Agreement, your return of all Company property, and in consideration of the covenants and promises contained herein, including your release of all claims as set forth in Paragraph 5 below and your continued material compliance with the covenants and agreements set forth in Article V of the Plan, as modified by your Participation Agreement, as provided in Paragraph 8 below, in the event of a Termination, in lieu of the amount otherwise payable under paragraph 4 above, the Company shall:will provide you with the following severance benefits (the “Severance Benefits”): (a) Pay the Executive a lump-sum A cash payment in cash no later than ten (10) business days after the date aggregate amount of Termination $470,249.98, which is equal to the sum of: eighteen (i18) The sum of: (A) the Executive’s months of your base salary through (the “Severance Payment”). The Severance Payment, less applicable taxes or other amounts required to be withheld pursuant to applicable law, will be paid to you in substantially equal installments payable to you in accordance with the Company’s regular payroll schedule during the eighteen (18) month period (the “Severance Period”) following your Termination Date; provided that this Severance Payment will commence within sixty (60) days following your Termination Date and including each successive installment will be paid on successive payroll dates thereafter for the date remainder of Termination and any bonus amounts which have become payable, to the extent either has not theretofore been paid; (B) a pro rata Severance Period. Any portion of the Executive’s Severance Payment not paid during the sixty (60) day period will be paid in a lump sum on the date that the installment payments commence in accordance with the immediately preceding sentence. (b) A cash payment equal to your pro rata annual incentive bonus for the Company’s 2017 fiscal year in year, which the date of Termination occurs in an amount equal to: pro-ration will be determined by multiplying (1) the Executive’s Bonus Amount (as defined below), multiplied by (2x) a fraction, (A) the numerator of which is the number of days you worked for the Company during such fiscal year (i.e., 286 days) and (B) the denominator of which is 365, by (y) the annual incentive bonus, if any, that would be payable to you based on the actual performance for such fiscal year, as determined following the end of the fiscal year in accordance with the terms set for such annual incentive bonus program. The pro rata annual incentive bonus, if any, payable under this Paragraph 3(b) shall be paid on the same date on which such bonus, if any, would have been paid you under the bonus plan if your employment had not terminated on the Termination Date. (c) A cash payment in the amount of $235,125.00, which is equal to your target bonus under the Company’s annual incentive plan for the fiscal year in which your Termination Date occurs (the date of Termination occurs through and including the date of Termination“Bonus Payment”). The Bonus Payment, and the denominator of which is three hundred sixty-five (365); (C) accrued and unpaid vacation pay through and including the date of Termination; and (D) unreimbursed business expenses through and including the date of Termination; (ii) An amount equal less applicable taxes or other amounts required to the product of the Applicable Multiple (as defined below) and the Executive’s annual salary in effect immediately prior be withheld pursuant to the date of Termination; and (iii) An amount equal to the product of the Applicable Multiple and the Executive’s Bonus Amount; Notwithstanding the provisions of this paragraph 6(a)applicable law, with respect to any amounts which constitute a deferral of compensation subject to Code Section 409A and provided the Executive is a “Specified Employee” (as defined under Code Section 409A), such amounts shall will be paid to you in substantially equal installments payable to you in accordance with the Executive Company’s regular payroll schedule during the Severance Period following your Termination Date; provided that this Bonus Payment will commence within sixty (60) days following your Termination Date and each successive installment will be paid on successive payroll dates thereafter for the remainder of the Severance Period. Any portion of the Bonus Payment not paid during the sixty (60) day period will be paid in a lump sum on the date which is six (6) months after his or her date of Separation from Servicethat the installment payments commence in accordance with the immediately preceding sentence. (bd) Continue Provided that you properly elect to provide continue coverage under the Executive Company’s health insurance plans, in accordance with the terms and conditions provided for in such plans and in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (and, if applicable, the Executive’s dependents“COBRA”), for a twenty-four (24) month period following the date of TerminationSeverance Period, with the same level of benefits described in paragraph 4(d) of this Agreement upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) as existed immediately prior you will continue to the date of Termination (or, if more favorable to the Executive, as such benefits and terms and conditions existed immediately prior to the Change of Control), provided, that if the Executive cannot continue be eligible to participate in the Company’s medical, dental, vision and prescription drug plans in which you were participating (along with your spouse and eligible dependents) immediately prior to Termination Date, subject to such changes to the terms of such plans as the Company plans providing determines shall apply to employees of the Company, generally; provided that such benefitsparticipation is permissible under COBRA and further provided that you are required to pay the full monthly COBRA premium for such coverage and the Company will reimburse to you, on a monthly basis, an amount equal to such monthly COBRA premium that you are required to pay for such coverage, less the amount that you would be required to pay for such coverage if you were employed by the Company at such time. In the event that prior to the end of the Severance Period (A) you obtain full-time employment or (B) you cease to pay the applicable monthly COBRA premium, the monthly reimbursements shall immediately terminate and the Company shall have no further obligations to reimburse you for such monthly premiums. You shall notify the Company’s General Counsel if you obtain full-time employment during the Severance Period. The reimbursements will commence within sixty (60) days following your Termination Date and each successive installment will be paid on each successive Company payroll date that occurs after the monthly premium is due for the remainder of the Severance Period. Any reimbursements not paid during the sixty (60) day period will be paid in a lump sum on the date that the reimbursement payments commence in accordance with the immediately preceding sentence. The period of continuation of group health plan coverage under COBRA runs concurrently during the Severance Period. You acknowledge and agree that unless you execute this Agreement, and do not revoke this Agreement as set forth in Paragraph 17(c), you would not otherwise be entitled to receive the additional consideration set forth in this Paragraph 3; it being understood and agreed by you that by paying you such consideration, the Company shall otherwise provide is not making any admission or acknowledgement whatsoever that it is in any way obligated to pay you such consideration. You further acknowledge and agree that the payments set forth in Paragraph 2 constitute full satisfaction and accord for any and all obligations due and owing to you by the Company. You also acknowledge that the Company has paid you all wages, salaries, bonuses, benefits on the same after-tax basis as if continued participation had been permittedand other amounts earned and accrued, less applicable deductions, and you have received all other entitlements due, including, paid time off, sick pay, vacation pay, and any paid and unpaid personal leave for which you were eligible and entitled. You further provided acknowledge that the amount of expenses eligible for reimbursement during Company has no obligation to pay any additional amounts other than the Executive’s taxable year shall not affect the expenses eligible for reimbursement payment(s) described in any other taxable year. Notwithstanding the foregoing provisions Paragraph 3 of this paragraph, Agreement and then only if you sign this Agreement and do not exercise your right to revoke this Agreement under Paragraph 17(c). You further acknowledge that the Company has the right to discontinue the Severance Benefits in this Paragraph under the conditions set forth in Section 3.04 of the Plan in the event the Executive becomes reemployed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described in this Agreement shall be secondary to such benefits during the period of the Executive’s eligibility, but only to the extent that the Company reimburses the Executive for any increased cost and provides any additional benefits necessary to give the Executive the benefits provided hereundermaterial misconduct by you.

Severance Payments and Benefits. Subject to 6.1 If the provisions of paragraph 8 belowExecutive’s employment is terminated within twenty-four (24) months following a Change in Control, in the event of a Termination, in lieu of the amount otherwise payable under paragraph 4 above, the Company shall: other than (a) Pay by the Company for Cause, (b) by reason of death or Disability, or (c) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 (“Severance Payments”) and Section 6.2, in addition to any payments and benefits to which the Executive is entitled under Section 5. For purposes of this Agreement, the Executive’s employment shall be deemed to have been terminated within twenty-four (24) months following a lump-sum payment Change in cash no later than ten (10) business days after Control and during the date of Termination equal to Term by the sum of: Company without Cause or by the Executive with Good Reason, if (i) The sum of: (A) the Executive’s base salary through and including employment is terminated by the date of Termination and any bonus amounts which Company without Cause during a Potential Change in Control Period, or (ii) the Executive terminates his employment for Good Reason during a Potential Change in Control Period. Except as described above or in Section 9.1, the Executive shall not be entitled to benefits pursuant to this Section 6.1 unless a Change in Control shall have become payable, occurred during the Term. (A) The Company shall pay to the extent either has not theretofore been paid; Executive a lump sum severance payment, in cash, equal to two and one-half (B2-1/2) a pro rata portion times the sum of (i) the ExecutiveBase Salary, and (ii) the target annual bonus available to the Executive pursuant to the Company’s annual executive bonus for plan or any successor plan (but excluding any special performance or incentive plan) in respect of the fiscal year in which the date Date of Termination occurs in an amount equal to: (1) the Executive’s Bonus Amount (as defined belowwithout giving effect to any event or circumstance constituting Good Reason), multiplied by (2assuming for this purpose attainment of 100% of any applicable target; provided, however, that if the applicable target bonus would have been pro-rated for a partial fiscal year, such target bonus shall be recalculated for purposes of this Section 6.1(A) a fraction, to equal the numerator of amount that for which is the number of days in Executive would have been eligible for the entire fiscal year in which (the date of Termination occurs through and including “Bonus Amount”). (B) For the date thirty (30) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and the denominator of which is three hundred sixty-five (365); (C) accrued his dependents life, disability, accident and unpaid vacation pay through and including the date of Termination; and (D) unreimbursed business expenses through and including the date of Termination; (ii) An amount equal health insurance benefits substantially similar to those provided to the product of the Applicable Multiple (as defined below) Executive and the Executive’s annual salary in effect his dependents immediately prior to the date of Termination; and (iii) An amount equal to the product of the Applicable Multiple and the Executive’s Bonus Amount; Notwithstanding the provisions of this paragraph 6(a), with respect to any amounts which constitute a deferral of compensation subject to Code Section 409A and provided the Executive is a “Specified Employee” (as defined under Code Section 409A), such amounts shall be paid to the Executive on the date which is six (6) months after his or her date of Separation from Service. (b) Continue to provide the Executive (and, if applicable, the Executive’s dependents), for a twenty-four (24) month period following the date of Termination, with the same level of benefits described in paragraph 4(d) of this Agreement upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) as existed immediately prior to the date Date of Termination (or, if more favorable to the Executive, as such benefits those provided to the Executive and terms and conditions existed his dependents immediately prior to the Change first occurrence of Control)an event or circumstance constituting Good Reason, provided, that if at no greater after-tax cost to the Executive canthan the cost to the Executive immediately prior to such date or occurrence. If, at the end of the 30-month period following the Date of Termination, the Executive has not continue previously become eligible to participate in the Company plans providing such benefitsreceive comparable benefits from a new employer or pursuant to a government-sponsored health insurance or health care program, then the Company shall otherwise provide such benefits on arrange, at its sole cost and expense, to enable the same after-tax basis as if continued participation had been permitted, Executive to convert coverage for the Executive and further provided the amount of expenses eligible for reimbursement during the Executive’s taxable year dependents being provided hereunder to individual policies or program, if applicable, upon the same terms as other former employees of the Company may apply for such conversion. The cost of providing the benefits set forth in this Section 6.1(B) shall be in addition to (and shall not affect reduce) the expenses eligible for reimbursement in any other taxable yearSeverance Payments. Notwithstanding the foregoing provisions of this paragraph, in the event Benefits otherwise receivable by the Executive becomes reemployed with another employer and pursuant to this Section 6.1(B) shall be reduced to the extent the Executive becomes eligible to receive welfare comparable benefits from a new employer or pursuant to a government-sponsored health insurance or health care program. (C) The Company shall pay the cost of providing the Executive with outplacement services up to a maximum of 20% of the sum of the Base Salary and the Bonus Amount, provided that such employerservices are (i) utilized by the Executive within eighteen months following the Date of Termination and (ii) provided by an outplacement provider approved by the Company (which approval shall not be unreasonably withheld, delayed or conditioned). Such payment shall be made by the Company directly to the service provider promptly following the provision of such services and the presentation to the Company of documentation of the provision of such services. (D) For purposes of calculating the Executive’s benefits under the New England Business Service, Inc. Amended and Restated Supplemental Executive Retirement Plan (the “SERP”), the welfare Executive shall be credited with an additional two and one-half (2-1/2) Years of Benefit Service (as such term is defined in the SERP) in addition to the number of Years of Service that the Executive would otherwise have been credited with as of the Date of Termination. (E) Payments made, or benefits described provided, to the Executive pursuant to Section 6.1(A), 6.1(B) or 6.1(C) shall be offset (but not below zero) by any severance payments or severance-related benefits provided to the Executive pursuant to any other plan, agreement or arrangement with the Company or a subsidiary providing for severance payments. (F) Anything contained in this Agreement shall be secondary to such benefits during the period contrary notwithstanding, a termination of the Executive’s eligibility, but only to the extent that the Company reimburses employment by the Executive for any increased cost and provides any additional benefits necessary reason during the forty-five (45) day period immediately following the 45th day after the occurrence of the first event constituting a Change in Control shall be deemed to give the Executive the benefits provided hereunderbe a termination for Good Reason for purposes of this Agreement.

Severance Payments and Benefits. Subject (a) In lieu of any cash severance payments to which the Executive may otherwise be entitled under the Employment Agreement or otherwise or any cash payments on account of the non-renewal of the Term of Employment to which the Executive may otherwise be entitled under the Employment Agreement (and which cash payments the Executive hereby expressly waives), and subject to the provisions regarding cutback of paragraph 8 benefits in certain circumstances as expressly provided in Section 6(h) below, in the event of a Termination, in lieu of the amount otherwise payable under paragraph 4 above, the Company shall: (a) Pay shall pay or provide to the Executive the following amounts (the “Severance Payments”) upon the occurrence of a lump-sum payment in cash no later than ten Covered Termination during the Protected Period (10except with respect to clause (iv) business days after below, which shall be paid at the date of Termination equal to the sum of:time as specified therein): (i) The sum of: an amount equal to three (3) times the amount of the Executive’s effective annual base salary rate, as in effect immediately prior to a Change of Control or the Date of Termination (as defined in Section 5(b) below), whichever amount is higher; (ii) an amount equal to three (3) times the average annual bonus earned by the Executive under the Company’s cash incentive bonus plan in respect of the three fiscal years of the Company ending prior to (A) the date on which a Change of Control occurred or (B) the date on which the Date of Termination occurred, whichever amount is higher; (iii) an amount equal to the Executive’s annual bonus earned or accrued in respect of any prior fiscal year of the Company but not yet paid as of the Date of Termination; and (iv) an amount equal to the product of (x) the greater of (A) the Executive’s base salary through and including target bonus opportunity under the date of Termination and any Company’s cash incentive bonus amounts which have become payable, to the extent either has not theretofore been paid; (B) a pro rata portion of the Executive’s annual bonus plan for the fiscal year in which the date Date of Termination occurs in an amount equal to: occurs; and (1B) the Executive’s Bonus Amount average bonus the Executive earned for the three (as defined below)3) fiscal years preceding the fiscal year in which the Change in Control occurred, multiplied by (2y) a fraction, the numerator of which is the number of days months and partial months expired in the fiscal year of the Company in which the date Date of Termination occurs occurs, through and including the date Date of Termination, and the denominator of which is three hundred sixty-five twelve (36512); (C) accrued and unpaid vacation pay through and including the date of Termination; and (D) unreimbursed business expenses through and including the date of Termination; (ii) An amount equal to the product of the Applicable Multiple (as defined below) and the Executive’s annual salary in effect immediately prior to the date of Termination; and (iii) An amount equal to the product of the Applicable Multiple and the Executive’s Bonus Amount; Notwithstanding the provisions of this paragraph 6(a), with respect to any amounts which constitute a deferral of compensation subject to Code Section 409A and provided the Executive is a “Specified Employee” (as defined under Code Section 409A), such amounts shall be paid to the Executive on the date which is six (6) months after his or her date of Separation from Service. (b) Continue In the case of a Covered Termination during the Protected Period, in addition to the payments provided for in Section 4(a) above, the Company shall, during the period ending thirty-six (36) months after the month in which the Date of Termination occurs, arrange at the Company’s sole expense to provide the Executive (andand his dependents with life, if applicablemedical, the Executive’s dependents)dental, for a twenty-four (24) month period following the date of Terminationhealth, with the same and disability insurance benefits at least equal, in type and level of benefits described in paragraph 4(d) of this Agreement upon substantially the same terms and conditions (including contributions required by coverage, to those which the Executive for such benefits) as existed and his dependents were receiving immediately prior to the date Notice of Termination (orwithout, if more favorable however, giving any effect to any reduction in such benefits subsequent to a Change in Control). Benefits otherwise receivable by the Executive pursuant to this Section 4(b) shall be reduced to the extent that comparable benefits equal in type and level of coverage are actually received by the Executive from, or made available to the Executive by, a subsequent employer without greater cost to him than as provided by the Company during such 36-month period (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive). (c) In the case of a Covered Termination during the Protected Period, (i) any unvested amount credited to the Executive’s bookkeeping account under the Company’s Supplemental Executive Retirement Plan as in effect on the date hereof, and as such benefits and terms and conditions existed immediately the same may be amended prior to the any Change of ControlControl (“SERP”), providedwill become fully vested as of the Date of Termination, that if and in such event such bookkeeping account shall be increased as of the Date of Termination by the aggregate amount of the unvested portion of any account maintained for the Executive cannot continue under any of the Company’s “qualified” retirement plans as of the Executive’s date of termination of employment; and (ii) the Executive’s SERP account shall be distributed to participate the Executive as provided under the terms of the SERP and in accordance with the Company Executive’s distribution election then in effect. (d) In the case of a Covered Termination during the Protected Period, notwithstanding anything to the contrary contained herein, all outstanding stock options and restricted share, and restricted unit awards, if any, granted to the Executive under any of the Company’s stock incentive plans providing such benefitsor other similar plans shall become fully vested and, to the extent applicable, exercisable. (e) In the case of a Covered Termination during the Protected Period, the Company shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted, and further provided the amount of expenses eligible for reimbursement during the Executive’s taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Notwithstanding the foregoing provisions of this paragraph, in the event pay to the Executive becomes reemployed with another employer all other amounts vested, accrued or earned by the Executive through the Date of Termination and becomes eligible to receive welfare benefits from such employer, amounts otherwise owing under the welfare benefits described in this Agreement shall be secondary to such benefits during the period then existing plans and policies of the Executive’s eligibilityCompany, including but only not limited to the extent that the Company reimburses all compensation or other amounts previously deferred by the Executive for (together with any increased cost accrued interest thereon) and provides any additional benefits necessary not yet paid by the Company. (f) The Company shall pay to give the Executive the benefits provided hereunderamount due pursuant to Section 4(a) in a lump sum cash payment as soon as practicable, but in any event by the fifth (5th) business day following the Date of Termination.

Severance Payments and Benefits. Subject to the provisions of paragraph 8 below, in the event of a Termination, in lieu of the amount otherwise payable under paragraph 4 above, the Company shall: (a) Pay shall pay the Executive a lump-sum payment in cash no later than ten (10) business days after the date as soon as practicable following any termination of Termination equal to the sum of: (i) The sum ofemployment: (A1) the Executive’s base salary through and including the date of Termination termination of employment and any bonus amounts which have become payable, to the extent either has not theretofore been paid; (B2) accrued and unpaid vacation pay through and including the date of termination of employment; and (3) unreimbursed business expenses through and including the date of termination of employment. In addition, in the event the termination of employment is a Termination, in lieu of the amount otherwise payable under paragraph 4 above and subject to the provisions of paragraph 8 below, the Company shall: (a) Pay the Executive a lump-sum payment in cash in the month following the month in which the date of Termination occurs equal to the sum of: (i) A pro rata portion of the Executive’s target annual cash bonus amount established for the fiscal year in which the date of Termination occurs in an under the Company’s annual incentive compensation plan, calculated by multiplying such target annual bonus amount equal to: (1) the Executive’s Bonus Amount (as defined below), multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the date of Termination occurs through and including the date of Termination, and the denominator of which is three hundred sixty-five (365); (C) accrued and unpaid vacation pay through and including the date of Termination; and (D) unreimbursed business expenses through and including the date of Termination; (ii) An amount equal to the product of the Applicable Multiple (as defined below) and the Executive’s annual salary in effect immediately prior to the date of Termination; and (iii) An amount equal to the product of the Applicable Multiple and the Executive’s Bonus Amount; Notwithstanding the provisions of this paragraph 6(a), with respect to any amounts which constitute a deferral of compensation subject to Code Section 409A and provided the Executive is a “Specified Employee” Amount (as defined under Code Section 409Abelow), such amounts shall be paid to the Executive on the date which is six (6) months after his or her date of Separation from Service.; (b) Continue Subject to provide the Executive (and, if applicable, the Executive’s dependents), for a twenty-four (24i) month period following the date continued payment of Termination, with the same level percentage of benefits described in paragraph 4(d) of this Agreement upon substantially the same terms and conditions (including contributions required by applicable premiums as the Executive for such benefits) as existed was paying immediately prior to the date of Termination (or, if more favorable to the Executive, as such benefits and terms and conditions existed the percentage of the premiums the Executive was paying immediately prior to the Change in Control) and (ii) election to receive continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act or any applicable similar state law (“COBRA”), pay or reimburse the Executive for the Executive’s premiums charged to continue medical and dental coverage pursuant to COBRA for the Executive (and, if applicable, the Executive’s dependents), during the [eighteen (18); twenty-four (24); thirty-six (36)] month period commencing with continuation coverage for the month following the month in which the date of Control)Termination occurs, provided, that if the Executive canis not continue eligible to participate in receive, or if the Company plans providing such benefitsis not able to provide, continuation coverage under COBRA for any month during the continuation period, the Company shall otherwise provide such benefits pay the Executive a cash payment equal to its portion of the applicable COBRA premiums on the same an after-tax basis as if continued participation had been permitted, and further provided (with such payment to be made in the amount of expenses eligible same month for reimbursement during which the Executive’s taxable year shall not affect the expenses eligible for reimbursement in any other taxable yearcontinuation coverage was otherwise to be provided) . Notwithstanding the foregoing provisions of this paragraph, in the event the Executive becomes reemployed with another employer and becomes eligible to receive welfare medical and dental benefits from such employeremployer during any month in the [eighteen (18); twenty-four (24); thirty-six (36)] month continuation period provided for by this paragraph, the welfare Company shall have no obligation to pay, reimburse or otherwise provide the Executive with continuation coverage for any such month. Notwithstanding the provisions of this paragraph 6, with respect to any payments or benefits described in this Agreement which constitute a deferral of compensation subject to Section 409A of the Code and provided the Executive is a “Specified Employee” (as defined under Section 409A of the Code) as of the date of Termination, such payments and benefits shall not be secondary paid to such benefits during the period Executive until the earlier of (i) the date which is six (6) months after the Executive’s Separation from Service for any reason other than death, or (ii) the date of the Executive’s eligibility, but only death. Any amounts otherwise payable to the extent Executive upon or in the six (6) month period following the Executive’s Separation from Service that are not so paid by reason of this paragraph shall be paid (without interest) as soon as practicable (and in all events within ten (ten) business days) after the date that is six (6) months after the Executive’s Separation from Service (or, if earlier, as soon as practicable, and in all events within ten (10) business days, after the date of the Executive’s death). As a condition precedent to any Company reimburses obligation to the Executive for any increased cost pursuant to sections (a) and provides any additional benefits necessary to give (b) of this paragraph 6, the Executive shall, upon or promptly following the benefits provided hereunderdate of Termination (and, in all events, within twenty one (21) days of, unless a longer period of time is required by applicable law), execute a general release agreement in the Company’s standard form as in effect prior to the Change in Control (which shall not contain any non-solicitation, non-competition or other restrictive covenants), and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law.

Severance Payments and Benefits. Subject to the provisions of paragraph 8 below, in the event of a Termination, in lieu of the amount otherwise payable under paragraph 4 above, the Company shall: (a) Pay the Executive a lump-sum payment in cash no later than ten (10) business days after the date of Termination equal to the sum of: (i) The sum of: (A) the Executive’s base salary through and including the date of Termination and any bonus amounts which have become payable, to the extent either has not theretofore been paid; (B) a pro rata portion of the Executive’s annual bonus for the fiscal year in which the date of Termination occurs in an amount equal to: (1) the Executive’s Bonus Amount (as defined below), multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the date of Termination occurs through and including the date of Termination, and the denominator of which is three hundred sixty-five (365); (C) accrued and unpaid vacation pay through and including the date of Termination; and (D) unreimbursed business expenses through and including the date of Termination; (ii) An amount equal to the product of the Applicable Multiple (as defined below) and the Executive’s annual salary in effect immediately prior to the date of Termination; and (iii) An amount equal to the product of the Applicable Multiple and the Executive’s Bonus Amount; Notwithstanding the provisions of this paragraph 6(a), with respect to any amounts which constitute a deferral of compensation subject to Code Section 409A of the Code and provided the Executive is a “Specified Employee” (as defined under Code Section 409A409A of the Code), such amounts shall be paid to the Executive on the date which is six (6) months after his or her date of Separation from Service. (b) Continue to provide the Executive (and, if applicable, the Executive’s dependents), for a twenty-four (24) month period following the date of Termination, with the same level of benefits described in paragraph 4(d) of this Agreement upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) as existed immediately prior to the date of Termination (or, if more favorable to the Executive, as such benefits and terms and conditions existed immediately prior to the Change of Control), after taking into account the benefits provided by CoreLogic, Inc. or any successor thereof, provided, that if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits (or the cash-equivalent thereof) on the same after-tax basis as if continued participation had been permitted, and further provided the amount of expenses eligible for reimbursement during the Executive’s taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Notwithstanding the foregoing provisions of this paragraph, in the event the Executive becomes reemployed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described in this Agreement shall be secondary to such benefits during the period of the Executive’s eligibility, but only to the extent that the Company reimburses the Executive for any increased cost and provides any additional benefits necessary to give the Executive the benefits provided hereunder.

Severance Payments and Benefits. Subject to the provisions of paragraph 8 below, in the event of a Termination, in lieu of the amount otherwise payable under paragraph 4 above, the Company shall:SCI:4226014.2 (a) Pay If a Change in Control occurs and within a period of twenty-four (24) months thereafter, Executive incurs a Separation from Service on account of (i) an involuntary termination by the Company for reasons other than death, Disability or Cause, or (ii) a voluntary termination elected by the Executive for Good Reason, then subject to (A) Executive signing and not revoking a separation and general release agreement (the “Release”) in a form provided by the Company as may be in use from time to time, and (B) Section 4 below, Executive shall (and the Company (or any successor thereto) shall pay, award and/or provide): (1) receive a lump-sum cash severance payment in cash no later than ten (10) business days after the date of Termination an amount equal to the sum of: of (ia) The sum of: two times (A2x) Executive's Annual Compensation; (b) the product of (x) Executive’s base salary through and including the date of Termination and any bonus amounts which have become payable, to the extent either has not theretofore been paid; (B) a pro rata portion of the Executive’s annual bonus for the fiscal year in which the date of Termination occurs in an amount equal to: (1) the Executive’s Bonus Amount (as defined below)'s Long-term Incentive Award Value, multiplied by (2y) a fraction, the numerator of which is the number of days in full and partial calendar months between January 1 of the fiscal year in which of Separation from Service and the date of Termination occurs through and including the date of TerminationExecutive's Separation from Service (provided, however, that such numerator shall not exceed six (6)) and the denominator of which is three hundred sixty-five twelve (36512); and (Cc) accrued the product of (x) the greater of (A) Executive's target annual bonus amount for the year in which the Separation from Service occurs, or (B) the highest annual bonus paid to the Executive out of the three (3) prior bonuses paid to the Executive prior to the Executive's Separation from Service, multiplied by (y) a fraction, the numerator of which is the number of full and unpaid vacation pay through partial calendar months between January 1 of the year of Separation from Service and including the date of Termination; and (D) unreimbursed business expenses through and including the date of Termination; (ii) An amount equal to the product of the Applicable Multiple (as defined below) Executive's Separation from Service and the Executive’s annual salary in effect immediately prior to the date denominator of Terminationwhich is twelve (12); and (iii2) An amount equal receive eighteen (18) months of continued coverage under the Company's group health plans (based on the level of the Executive's coverage in effect on the date of the Executive's Separation from Service), at the Company's expense, subject to the product Executive's timely election of continuation coverage under the Applicable Multiple COBRA, it being understood that (a) in the event that the Executive becomes eligible to receive substantially similar or improved medical, dental or vision benefits from a subsequent employer (whether or not the Executive accepts such benefits), the Company's obligations under this Section 3(a)(2) shall immediately cease, (b) the Executive will notify the Company of his eligibility for such benefits from a subsequent employer within thirty (30) days of such eligibility and (c) in the event that the Company's making payments under this Section 3(a)(2) would violate nondiscrimination rules or result in the imposition of penalties under the PPACA, the parties agree to reform this Section 3(a)(2) in such manner as is necessary to comply with tax laws and the Executive’s Bonus Amount; Notwithstanding PPACA, as applicable. (3) become fully vested in all Company equity and long-term incentive awards granted to Executive (including, but not limited to, and all stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and all other stock and cash-based long-term incentive awards) to the provisions of this paragraph 6(a), extent that such vesting is based on service with the Company. With respect to any amounts which constitute a deferral performance shares and performance unit awards, (a) the final number of compensation subject to Code Section 409A units and/or SCI:4226014.2 shares payable under such awards shall only be determined in accordance with the terms and provided conditions of the Executive is a “Specified Employee” (as defined under Code Section 409A)respective grant agreement governing such award, such amounts shall be paid to the Executive on the date which is six (6) months after his or her date of Separation from Service. and accordingly, (b) Continue to provide distribution of such awards can only take place following such share and/or unit amount determination. Notwithstanding the Executive (and, if applicableforegoing, the Executive’s dependentsfull and immediate vesting of any restricted stock units, performance shares, performance units, shall not change the payment date thereof or otherwise apply to the extent it would result in adverse tax consequences under Section 409A of the Code; and (4) notwithstanding anything to the contrary in the respective award agreement(s), for a be entitled to exercise any stock options or stock appreciation rights until the expiration of twenty-four (24) month months following Executive's Separation from Service (or until such later date as may be applicable under the terms of the award agreement governing the stock option or stock appreciation right upon termination of employment), subject to the maximum full term of the stock option or stock appreciation right; provided, however, that, if any stock option or stock appreciation right is terminated or cashed-out in connection with a Change in Control, the Executive shall receive a lump-sum cash payment equal to the time value (i.e., under the Black Scholes option pricing model) of such stock options or stock appreciation rights inclusive of the economic value for the period of twenty-four (24) months following Executive's Separation from Service (or until such later date as may be applicable under the terms of the award agreement governing the stock option or stock appreciation right upon termination of employment), subject to the maximum full term of the stock option or stock appreciation right. (b) If Executive is not a Specified Employee, all payments made to Executive under Section 3(a) immediately above shall be made on the sixtieth (60th) calendar day following Executive's Separation from Service, provided that Executive's Release must be effective and not revocable on the date payment is to be made in order to receive such payments. If Executive is a Specified Employee, to the extent required to comply with Section 409A of the Code, payments made under Section 3(a) immediately above shall be made within ten (10) calendar days following the date following the first (1st) day of Termination, with the same level of benefits described in paragraph 4(dseventh (7th) of this Agreement upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) as existed immediately prior to month after the date of Termination (orExecutive's Separation from Service, if more favorable provided that no such payment shall be made to the Executive, as such benefits and terms and conditions existed immediately prior to the Change of Control), provided, that Executive if the Executive canRelease has not continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on the same after-tax basis become effective as if continued participation had been permitted, and further provided the amount of expenses eligible for reimbursement during the Executive’s taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Notwithstanding the foregoing provisions of this paragraph, in the event the Executive becomes reemployed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described in this Agreement shall be secondary to such benefits during the period of the six (6)-month anniversary of the date of Executive’s eligibility, but only to the extent that the Company reimburses the Executive for any increased cost and provides any additional benefits necessary to give the Executive the benefits provided hereunder's Separation from Service.

Severance Payments and Benefits. Subject to the provisions of paragraph 8 below, in the event of a Termination, in lieu of the amount otherwise payable under paragraph 4 above, the Company shall: (a) Pay If a Change in Control occurs and within a period of twenty-four (24) months thereafter, Executive incurs a Separation from Service on account of (i) an involuntary termination by the Company for reasons other than death, Disability or Cause, or (ii) a voluntary termination elected by the Executive for Good Reason, then subject to (A) Executive signing and not revoking a separation and general release agreement (the “Release”) in a form provided by the Company as may be in use from time to time, and (B) Section 4 below, Executive shall (and the Company (or any successor thereto) shall pay, award and/or provide): (1) receive a lump-sum cash severance payment in cash no later than ten (10) business days after the date of Termination an amount equal to the sum of: of (ia) The sum of: two times (A2x) Executive’s Annual Compensation; (b) the product of (x) Executive’s base salary through and including the date of Termination and any bonus amounts which have become payable, to the extent either has not theretofore been paid; (B) a pro rata portion of the Executive’s annual bonus for the fiscal year in which the date of Termination occurs in an amount equal to: (1) the Executive’s Bonus Amount (as defined below)Long-term Incentive Award Value, multiplied by (2y) a fraction, the numerator of which is the number of days in full and partial calendar months between January 1 of the fiscal year in which of Separation from Service and the date of Termination occurs through and including the date of TerminationExecutive’s Separation from Service (provided, however, that such numerator shall not exceed six (6)) and the denominator of which is three hundred sixty-five twelve (36512); and (Cc) accrued the product of (x) the greater of (A) Executive’s target annual bonus amount for the year in which the Separation from Service occurs, or (B) the highest annual bonus paid to the Executive out of the three (3) prior bonuses paid to the Executive prior to the Executive’s Separation from Service, multiplied by (y) a fraction, the numerator of which is the number of full and unpaid vacation pay through partial calendar months between January 1 of the year of Separation from Service and including the date of Termination; and (D) unreimbursed business expenses through and including the date of Termination; (ii) An amount equal to the product of the Applicable Multiple (as defined below) and the Executive’s annual salary in effect immediately prior to Separation from Service and the date denominator of Terminationwhich is twelve (12); and (iii2) An amount equal to receive eighteen (18) months of continued coverage under the product Company’s group health plans (based on the level of the Applicable Multiple and the Executive’s Bonus Amount; Notwithstanding coverage in effect on the provisions date of this paragraph 6(athe Executive’s Separation from Service), at the Company’s expense, subject to the Executive’s timely election of continuation coverage under the COBRA, it being understood that (a) in the event that the Executive becomes eligible to receive substantially similar or improved medical, dental or vision benefits from a subsequent employer (whether or not the Executive accepts such benefits), the Company’s obligations under this Section 3(a)(2) shall immediately cease, (b) the Executive will notify the Company of his eligibility for such benefits from a subsequent employer within thirty (30) days of such eligibility and (c) in the event that the Company’s making payments under this Section 3(a)(2) would violate nondiscrimination rules or result in the imposition of penalties under the PPACA, the parties agree to reform this Section 3(a)(2) in such manner as is necessary to comply with tax laws and the PPACA, as applicable. (3) become fully vested in all Company equity and long-term incentive awards granted to Executive (including, but not limited to, and all stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and all other stock and cash-based long-term incentive awards) to the extent that such vesting is based on service with the Company. With respect to any amounts which constitute a deferral performance shares and performance unit awards, (a) the final number of compensation subject to Code Section 409A units and/or shares payable under such awards shall only be determined in accordance with the terms and provided conditions of the Executive is a “Specified Employee” (as defined under Code Section 409A)respective grant agreement governing such award, such amounts shall be paid to the Executive on the date which is six (6) months after his or her date of Separation from Service. and accordingly, (b) Continue to provide distribution of such awards can only take place following such share and/or unit amount determination. Notwithstanding the Executive (and, if applicableforegoing, the Executive’s dependentsfull and immediate vesting of any restricted stock units, performance shares, performance units, shall not change the payment date thereof or otherwise apply to the extent it would result in adverse tax consequences under Section 409A of the Code; and (4) notwithstanding anything to the contrary in the respective award agreement(s), for a be entitled to exercise any stock options or stock appreciation rights until the expiration of twenty-four (24) month months following Executive’s Separation from Service (or until such later date as may be applicable under the terms of the award agreement governing the stock option or stock appreciation right upon termination of employment), subject to the maximum full term of the stock option or stock appreciation right; provided, however, that, if any stock option or stock appreciation right is terminated or cashed-out in connection with a Change in Control, the Executive shall receive a lump-sum cash payment equal to the time value (i.e., under the Black Scholes option pricing model) of such stock options or stock appreciation rights inclusive of the economic value for the period of twenty-four (24) months following Executive’s Separation from Service (or until such later date as may be applicable under the terms of the award agreement governing the stock option or stock appreciation right upon termination of employment), subject to the maximum full term of the stock option or stock appreciation right. (b) If Executive is not a Specified Employee, all payments made to Executive under Section 3(a) immediately above shall be made on the sixtieth (60th) calendar day following Executive’s Separation from Service, provided that Executive’s Release must be effective and not revocable on the date payment is to be made in order to receive such payments. If Executive is a Specified Employee, to the extent required to comply with Section 409A of the Code, payments made under Section 3(a) immediately above shall be made within ten (10) calendar days following the date following the first (1st) day of Termination, with the same level of benefits described in paragraph 4(dseventh (7th) of this Agreement upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) as existed immediately prior to month after the date of Termination (orExecutive’s Separation from Service, if more favorable provided that no such payment shall be made to the Executive, as such benefits and terms and conditions existed immediately prior to the Change of Control), provided, that Executive if the Executive canRelease has not continue to participate in become effective as of the Company plans providing such benefits, six (6)-month anniversary of the Company shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted, and further provided the amount date of expenses eligible for reimbursement during the Executive’s taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Notwithstanding the foregoing provisions of this paragraph, in the event the Executive becomes reemployed with another employer and becomes eligible to receive welfare benefits Separation from such employer, the welfare benefits described in this Agreement shall be secondary to such benefits during the period of the Executive’s eligibility, but only to the extent that the Company reimburses the Executive for any increased cost and provides any additional benefits necessary to give the Executive the benefits provided hereunderService.

Severance Payments and Benefits. Subject (a) In lieu of any other cash severance payments to which the Executive may otherwise be entitled under the Employment Agreement or otherwise (and which other cash severance payments the Executive hereby expressly waives), and subject to the provisions regarding cutback of paragraph 8 benefits in certain circumstances as expressly provided in Section 6(h) below, in the event of a Termination, in lieu of the amount otherwise payable under paragraph 4 above, the Company shall: (a) Pay shall pay or provide to the Executive the following amounts (the “Severance Payments”) upon the occurrence of a lump-sum payment in cash no later than ten (10) business days after Covered Termination during the date of Termination equal to the sum ofProtected Period: (i) The sum of: an amount equal to three (3) times the amount of the Executive’s effective annual base salary rate, as in effect immediately prior to a Change of Control or the Date of Termination (as defined in Section 5(b) below), whichever amount is higher; (ii) an amount equal to three (3) times (A) the average annual bonus earned by the Executive under the Company’s cash incentive bonus plan in respect of the three fiscal years of the Company ending prior to (w) the date on which a Change of Control occurred or (x) the date on which the Date of Termination occurred, whichever amount is higher, or, in the event the Date of Termination and the Change of Control occur prior to the determination by the Compensation Committee of the Company of an annual bonus in respect of fiscal year 2007, (B) the Executive’s Bonus Target Threshold (expressed as a percentage in Section 3(b)(3) of the Employment Agreement) for the fiscal year of the Company in which (y) the date on which a Change of Control occurred or (z) the date on which the Date of Termination occurred, whichever amount is higher; (iii) an amount equal to the Executive’s annual bonus earned or accrued in respect of any prior fiscal year of the Company but not yet paid as of the Date of Termination; and (iv) an amount equal to the product of (x) the greater of (A) the Executive’s base salary through and including target bonus opportunity under the date of Termination and any Company’s cash incentive bonus amounts which have become payable, to the extent either has not theretofore been paid; (B) a pro rata portion of the Executive’s annual bonus plan for the fiscal year in which the date Date of Termination occurs in an amount equal to: occurs; and (1B) the Executive’s Bonus Amount average bonus the Executive earned for the three (as defined below)3) fiscal years preceding the fiscal year in which the Change in Control occurred, multiplied by (2y) a fraction, the numerator of which is the number of days months and partial months expired in the fiscal year of the Company in which the date Date of Termination occurs occurs, through and including the date Date of Termination, and the denominator of which is three hundred sixty-five twelve (36512); (C) accrued and unpaid vacation pay through and including the date of Termination; and (D) unreimbursed business expenses through and including the date of Termination; (ii) An amount equal to the product of the Applicable Multiple (as defined below) and the Executive’s annual salary in effect immediately prior to the date of Termination; and (iii) An amount equal to the product of the Applicable Multiple and the Executive’s Bonus Amount; Notwithstanding the provisions of this paragraph 6(a), with respect to any amounts which constitute a deferral of compensation subject to Code Section 409A and provided the Executive is a “Specified Employee” (as defined under Code Section 409A), such amounts shall be paid to the Executive on the date which is six (6) months after his or her date of Separation from Service. (b) Continue In the case of a Covered Termination during the Protected Period, in addition to the payments provided for in Section 4(a) above, the Company shall, during the period ending thirty-six (36) months after the month in which the Date of Termination occurs, arrange at the Company’s sole expense to provide the Executive (andand his/her dependents with life, if applicablemedical, the Executive’s dependents)dental, for a twenty-four (24) month period following the date of Terminationhealth, with the same and disability insurance benefits at least equal, in type and level of benefits described in paragraph 4(d) of this Agreement upon substantially the same terms and conditions (including contributions required by coverage, to those which the Executive for such benefits) as existed and his/her dependents were receiving immediately prior to the date Notice of Termination (orwithout, if more favorable however, giving any effect to any reduction in such benefits subsequent to a Change in Control). Benefits otherwise receivable by the Executive pursuant to this Section 4(b) shall be reduced to the Executiveextent that comparable benefits equal in type and level of coverage are actually received by the Executive from, or made available to the Executive by, a subsequent employer without greater cost to him/her than as provided by the Company during such 36-month period (and any such benefits and terms and conditions existed immediately prior received by or made available to the Change of ControlExecutive shall be reported to the Company by the Executive). In addition, provided, in the event that if the Executive cannot and/or his/her dependents are ineligible under the terms of any of the Company’s plans to continue to participate in the Company plans providing such benefitsbe so covered, the Company shall otherwise provide such benefits to the Executive a lump sum payment (determined on a present value basis using the interest rate provided for in Section 1274(b)(2)(B) of the Internal Revenue Code on the same after-tax basis as if continued participation had been permittedDate of Termination) in such amount, and further provided after taxes, that shall be equal to the cost to the Executive of procuring such coverage for such period. (c) In the case of a Covered Termination during the Protected Period, (i) any unvested amount of expenses eligible for reimbursement during credited to the Executive’s taxable year bookkeeping account under the Company’s Supplemental Executive Retirement Plan as in effect on the date hereof, and as the same may be amended prior to any Change of Control (“SERP”), will become fully vested as of the Date of Termination, and in such event such bookkeeping account shall not affect be increased as of the expenses eligible Date of Termination by the aggregate amount of the unvested portion of any account maintained for reimbursement in any other taxable year. Notwithstanding the foregoing provisions of this paragraph, in the event the Executive becomes reemployed with another employer and becomes eligible to receive welfare benefits from such employer, under any of the welfare benefits described in this Agreement shall be secondary to such benefits during the period Company’s “qualified” retirement plans as of the Executive’s eligibilitydate of termination of employment; and (ii) the Executive’s SERP account shall be distributed to the Executive as provided under the terms of the SERP and in accordance with the Executive’s distribution election then in effect. (d) In the case of a Covered Termination during the Protected Period, but only notwithstanding anything to the contrary contained herein, all outstanding stock options and restricted share, and restricted unit awards, if any, granted to the Executive under any of the Company’s stock incentive plans or other similar plans shall become fully vested and, to the extent that applicable, exercisable. (e) In the case of a Covered Termination during the Protected Period, the Company reimburses shall pay to the Executive for all other amounts vested, accrued or earned by the Executive through the Date of Termination and amounts otherwise owing under the then existing plans and policies of the Company, including but not limited to all compensation or other amounts previously deferred by the Executive (together with any increased cost accrued interest thereon) and provides any additional benefits necessary not yet paid by the Company. (f) The Company shall pay to give the Executive the benefits provided hereunderamount due pursuant to Section 4(a) in a lump sum cash payment as soon as practicable, but in any event by the fifth (5th) business day following the Date of Termination.

Severance Payments and Benefits. Subject to the provisions of paragraph 8 below, in the event of a Termination, in lieu of the amount otherwise payable under paragraph 4 above, the Company shall: (a) Pay shall pay the Executive a lump-sum payment in cash no later than ten (10) business days after the date as soon as practicable following any termination of Termination equal to the sum of: (i) The sum ofemployment: (A1) the Executive’s base salary through and including the date of Termination termination of employment and any bonus amounts which have become payable, to the extent either has not theretofore been paid; (B2) accrued and unpaid vacation pay through and including the date of termination of employment; and (3) unreimbursed business expenses through and including the date of termination of employment. In addition, in the event the termination of employment is a Termination, in lieu of the amount otherwise payable under paragraph 4 above and subject to the provisions of paragraph 8 below, the Company shall: (a) Pay the Executive a lump-sum payment in cash in the month following the month in which the date of Termination occurs equal to the sum of: (i) A pro rata portion of the Executive’s target annual cash bonus amount established for the fiscal year in which the date of Termination occurs in an under the Company’s annual incentive compensation plan, calculated by multiplying such target annual bonus amount equal to: (1) the Executive’s Bonus Amount (as defined below), multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the date of Termination occurs through and including the date of Termination, and the denominator of which is three hundred sixty-five (365); (C) accrued and unpaid vacation pay through and including the date of Termination; and (D) unreimbursed business expenses through and including the date of Termination; (ii) An amount equal to the product of the Applicable Multiple (as defined below) and the Executive’s annual salary in effect immediately prior to the date of Termination; and (iii) An amount equal to the product of the Applicable Multiple and the Executive’s Bonus Amount; Notwithstanding the provisions of this paragraph 6(a), with respect to any amounts which constitute a deferral of compensation subject to Code Section 409A and provided the Executive is a “Specified Employee” Amount (as defined under Code Section 409Abelow), such amounts shall be paid to the Executive on the date which is six (6) months after his or her date of Separation from Service.; (b) Continue Subject to provide the Executive (and, if applicable, the Executive’s dependents), for a twenty-four (24i) month period following the date continued payment of Termination, with the same level percentage of benefits described in paragraph 4(d) of this Agreement upon substantially the same terms and conditions (including contributions required by applicable premiums as the Executive for such benefits) as existed was paying immediately prior to the date of Termination (or, if more favorable to the Executive, as such benefits and terms and conditions existed the percentage of the premiums the Executive was paying immediately prior to the Change in Control) and (ii) election to receive continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act or any applicable similar state law (“COBRA”), pay or reimburse the Executive for the Executive’s premiums charged to continue medical and dental coverage pursuant to COBRA for the Executive (and, if applicable, the Executive’s dependents), during the thirty-six (36) month period commencing with continuation coverage for the month following the month in which the date of Control)Termination occurs, provided, that if the Executive canis not continue eligible to participate in receive, or if the Company plans providing such benefitsis not able to provide, continuation coverage under COBRA for any month during the continuation period, the Company shall otherwise provide such benefits pay the Executive a cash payment equal to its portion of the applicable COBRA premiums on the same an after-tax basis as if continued participation had been permitted, and further provided (with such payment to be made in the amount of expenses eligible same month for reimbursement during which the Executive’s taxable year shall not affect the expenses eligible for reimbursement in any other taxable yearcontinuation coverage was otherwise to be provided) . Notwithstanding the foregoing provisions of this paragraph, in the event the Executive becomes reemployed with another employer and becomes eligible to receive welfare medical and dental benefits from such employeremployer during any month in the thirty-six (36) month continuation period provided for by this paragraph, the welfare Company shall have no obligation to pay, reimburse or otherwise provide the Executive with continuation coverage for any such month. Notwithstanding the provisions of this paragraph 6, with respect to any payments or benefits described in this Agreement which constitute a deferral of compensation subject to Section 409A of the Code and provided the Executive is a “Specified Employee” (as defined under Section 409A of the Code) as of the date of Termination, such payments and benefits shall not be secondary paid to such benefits during the period Executive until the earlier of (i) the date which is six (6) months after the Executive’s Separation from Service for any reason other than death, or (ii) the date of the Executive’s eligibility, but only death. Any amounts otherwise payable to the extent Executive upon or in the six (6) month period following the Executive’s Separation from Service that are not so paid by reason of this paragraph shall be paid (without interest) as soon as practicable (and in all events within ten (ten) business days) after the date that is six (6) months after the Executive’s Separation from Service (or, if earlier, as soon as practicable, and in all events within ten (10) business days, after the date of the Executive’s death). As a condition precedent to any Company reimburses obligation to the Executive for any increased cost pursuant to sections (a) and provides any additional benefits necessary to give (b) of this paragraph 6, the Executive shall, upon or promptly following the benefits provided hereunderdate of Termination (and, in all events, within twenty one (21) days of, unless a longer period of time is required by applicable law), execute a general release agreement in the Company’s standard form as in effect prior to the Change in Control (which shall not contain any non-solicitation, non-competition or other restrictive covenants), and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law.

Severance Payments and Benefits. Subject to the provisions of paragraph 8 below, in the event of a Termination, in lieu of the amount otherwise payable under paragraph 4 above, the Company shall: (a) Pay the Executive a lump-sum payment in cash no later than ten (10) business days after the date of Termination equal to the sum of: (i) The sum of: (A) the Executive’s base salary through and including the date of Termination and any bonus amounts which have become payable, to the extent either has not theretofore been paid; (B) a pro rata portion of the Executive’s annual bonus for the fiscal year in which the date of Termination occurs in an amount equal to: (1) the Executive’s Bonus Amount (as defined below), multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the date of Termination occurs through and including the date of Termination, and the denominator of which is three hundred sixty-five (365); (C) accrued and unpaid vacation pay through and including the date of Termination; and (D) unreimbursed business expenses through and including the date of Termination; (ii) An amount equal to the product of the Applicable Multiple (as defined below) and the Executive’s annual salary in effect immediately prior to the date of Termination; and (iii) An amount equal to the product of the Applicable Multiple and the Executive’s Bonus Amount; Notwithstanding the provisions of this paragraph 6(a), with respect to any amounts which constitute a deferral of compensation subject to Code Section 409A and provided the Executive is a “Specified Employee” (as defined under Code Section 409A), such amounts shall be paid to the Executive on the date which is six (6) months after his or her date of Separation from Service. (b) Continue to provide the Executive (and, if applicable, the Executive’s dependents), for a twenty-four (24) month period following the date of Termination, with the same level of benefits described in paragraph 4(d) of this Agreement upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) as existed immediately prior to the date of Termination (or, if more favorable to the Executive, as such benefits and terms and conditions existed immediately prior to the Change of Control), provided, provided that if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted, and further provided the amount of expenses eligible for reimbursement during the Executive’s taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Notwithstanding the foregoing provisions of this paragraph, in the event the Executive becomes reemployed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described in this Agreement shall be secondary to such benefits during the period of the Executive’s eligibility, but only to the extent that the Company reimburses the Executive for any increased cost and provides any additional benefits necessary to give the Executive the benefits provided hereunder.

Severance Payments and Benefits. Subject A. If a Change in Control occurs and within a period of twenty-four (24) months thereafter, the Executive incurs a Separation from Service on account of (i) an involuntary termination by the Company for reasons other than death, Disability or Cause, or (ii) a voluntary termination elected by the Executive for Good Reason, then subject to (A) the provisions of paragraph 8 Executive signing and not revoking a separation and general release agreement (the “Release”) in a form provided by the Company as may be in use from time to time, and (B) Section 4 below, in the event of a Termination, in lieu of the amount otherwise payable under paragraph 4 above, Executive shall receive (and the Company shall:(or any successor thereto) shall pay, award and/or provide): (a1) Pay the Executive a lump-sum cash severance payment in cash no later than ten (10) business days after the date of Termination an amount equal to the sum of: of (ia) The sum of: one times (A1x) the Executive’s base salary through and including the date of Termination and any bonus amounts which have become payable, to the extent either has not theretofore been paidAnnual Compensation; (Bb) a pro rata portion the product of the Executive’s annual bonus for the fiscal year in which the date of Termination occurs in an amount equal to: (1x) the Executive’s Bonus Amount (as defined below)Long-term Incentive Award Value, multiplied by (2y) a fraction, the numerator of which is the number of days in full and partial calendar months between January 1 of the fiscal year in which of Separation from Service and the date of Termination occurs through and including the date of TerminationExecutive’s Separation from Service (provided, however, that such numerator shall not exceed six (6)) and the denominator of which is three hundred sixty-five twelve (36512); and (Cc) accrued the product of (x) the greater of (A) the Executive’s target annual bonus amount for the year in which the Separation from Service occurs, or (B) the highest annual bonus paid to the Executive out of the three (3) prior bonuses paid to the Executive prior to the Executive’s Separation from Service, multiplied by (y) a fraction, the numerator of which is the number of full and unpaid vacation pay through partial calendar months between January 1 of the year of Separation from Service and including the date of Termination; and (D) unreimbursed business expenses through and including the date of Termination; (ii) An amount equal to the product of the Applicable Multiple (as defined below) and the Executive’s annual salary in effect immediately prior to Separation from Service and the date denominator of Terminationwhich is twelve (12); and (iii2) An amount equal to twelve (12) months of continued coverage under the product Company’s group health plans (based on the level of the Applicable Multiple and the Executive’s Bonus Amount; Notwithstanding coverage in effect on the provisions date of this paragraph 6(athe Executive’s Separation from Service), at the Company’s expense, subject to the Executive’s timely election of continuation coverage under the COBRA, it being understood that (a) in the event that the Executive becomes eligible to receive substantially similar or improved medical, dental or vision benefits from a subsequent employer (whether or not the Executive accepts such benefits), the Company’s obligations under this Section 3(a)(2) shall immediately cease, (b) the Executive will notify the Company of her eligibility for such benefits from a subsequent employer within thirty (30) days of such eligibility and (c) in the event that the Company’s making payments under this Section 3(a)(2) would violate nondiscrimination rules or result in the imposition of penalties under the PPACA, the parties agree to reform this Section 3(a)(2) in such manner as is necessary to comply with tax laws and the PPACA, as applicable. (3) full vesting in all Company equity and long-term incentive awards granted to the Executive (including, but not limited to, all stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and all other stock and cash-based long-term incentive awards) to the extent that such vesting is based on service with the Company. With respect to any amounts which constitute a deferral performance shares and performance unit awards, (a) the final number of compensation subject to Code Section 409A units and/or shares payable under such awards shall only be determined in accordance with the terms and provided conditions of the Executive is a “Specified Employee” (as defined under Code Section 409A)respective grant agreement governing such award, such amounts shall be paid to the Executive on the date which is six (6) months after his or her date of Separation from Service. and accordingly, (b) Continue to provide distribution of such awards can only take place following such share and/or unit amount determination. Notwithstanding the Executive (and, if applicableforegoing, the Executive’s dependentsfull and immediate vesting of any restricted stock units, performance shares, performance units, shall not change the payment date thereof or otherwise apply to the extent it would result in adverse tax consequences under Section 409A of the Code; and (4) the right, notwithstanding anything to the contrary in the respective award agreement(s), for a to exercise any stock options or stock appreciation rights until the expiration of twenty-four (24) month months following Executive’s Separation from Service (or until such later date as may be applicable under the terms of the award agreement governing the stock option or stock appreciation right upon termination of employment), subject to the maximum full term of the stock option or stock appreciation right; provided, however, that, if any stock option or stock appreciation right is terminated or cashed-out in connection with a Change in Control, the Executive shall receive a lump-sum cash payment equal to the time value (i.e., under the Black Scholes option pricing model) of such stock options or stock appreciation rights inclusive of the economic value for the period of twenty-four (24) months following the Executive’s Separation from Service (or until such later date as may be applicable under the terms of the award agreement governing the stock option or stock appreciation right upon termination of employment), subject to the maximum full term of the stock option or stock appreciation right. B. If the Executive is not a Specified Employee, all payments made to the Executive under Section 3(a) immediately above shall be made on the sixtieth (60th) calendar day following the Executive’s Separation from Service, provided that the Executive’s Release must be effective and not revocable on the date payment is to be made in order to receive such payments. If the Executive is a Specified Employee, to the extent required to comply with Section 409A of the Code, payments made under Section 3(a) immediately above shall be made within ten (10) calendar days following the date following the first (1st) day of Termination, with the same level of benefits described in paragraph 4(dseventh (7th) of this Agreement upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) as existed immediately prior to month after the date of Termination (or, if more favorable to the Executive, as such benefits and terms and conditions existed immediately prior to the Change of Control), provided, that if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted, and further provided the amount of expenses eligible for reimbursement during the Executive’s taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Notwithstanding the foregoing provisions of this paragraph, in the event the Executive becomes reemployed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described in this Agreement shall be secondary to such benefits during the period of the Executive’s eligibilitySeparation from Service, but only provided that no such payment shall be made to the extent that Executive if the Company reimburses Release has not become effective as of the Executive for any increased cost and provides any additional benefits necessary to give six (6)-month anniversary of the Executive date of the benefits provided hereunderExecutive’s Separation from Service.

Severance Payments and Benefits. Subject to the provisions of paragraph 8 below, in the event of a Termination, in lieu (a) Within seven days of the amount otherwise payable under paragraph 4 above------------------------------- Revocation Date, (as defined in Section 8(b)), the Company shall: (a) Pay shall pay to the Executive a lump-lump sum payment in cash no later than ten (10) business days after the date of Termination equal to the sum of: (i) The sum of: (A) the Executive’s base salary through and including the date of Termination and any bonus amounts which have become payable, to the extent either has not theretofore been paid; (B) a pro rata portion of the Executive’s annual bonus for the fiscal year in which the date of Termination occurs in an amount equal to: (1) the Executive’s Bonus Amount (as defined below), multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the date of Termination occurs through and including the date of Termination, and the denominator of which is three hundred sixty-five (365); (C) accrued and unpaid vacation pay through and including the date of Termination; and (D) unreimbursed business expenses through and including the date of Termination; (ii) An amount equal to the product of the Applicable Multiple (as defined below) and the Executive’s annual salary in effect immediately prior to the date of Termination; and (iii) An amount equal to the product of the Applicable Multiple and the Executive’s Bonus Amount; Notwithstanding the provisions of this paragraph 6(a), with respect to any amounts which constitute a deferral of compensation subject to Code Section 409A and provided the Executive is a “Specified Employee” (as defined under Code Section 409A), such amounts shall be paid to the Executive set forth on the date which is six (6) months after his or her date of Separation from ServiceExhibit A hereto. (b) Continue For six months following the Resignation Date, the Company shall continue to provide the Executive and his eligible dependents with medical insurance benefits (and, if applicable, the Executive’s dependents), for a twenty-four (24but not life or disability insurance) month period following the date of Termination, with the same level of benefits described in paragraph 4(d) of this Agreement upon substantially on the same terms and conditions (including contributions required by as employees of the Company, as in effect from time to time, as if he had remained employed during that period, subject to his payment of such employee contributions, copayments and similar charges as apply to employees generally; provided, that such continued benefits shall terminate to the extent the Executive becomes eligible for such the same type of benefits (i.e., medical, ---- dental and/or health insurance benefits) from another employer. The period for the required continuation coverage under Section 601 et seq. of the Employee ------ Retirement Income Security Act of 1974, as existed immediately prior amended, and Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") (known as "COBRA" benefits), shall be considered to begin on the Resignation Date. (c) Within ninety days after the Revocation Date the Company shall pay to the Executive a lump sum in cash as determined in accordance with the Company's Deferred Compensation Plan of which the most current balance is set forth on Exhibit A hereto, which, together with any amounts contributed to the Plan from the date of Termination (or, if more favorable the balance to the Executive's resignation, as represents (solely for explanation and not in limitation or expansion of the obligation to pay such benefits and terms and conditions existed immediately prior amount) the amount to the Change of Control), provided, that if which the Executive cannot continue to participate in is entitled under the Company plans providing such benefitsCompany's Deferred Compensation Plan, the Company shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted, and further provided the amount of expenses eligible for reimbursement during the Executive’s taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Notwithstanding the foregoing provisions of this paragraph, in the event the Executive becomes reemployed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described in this Agreement which payment shall be secondary to such benefits during the period in satisfaction of any of the Executive’s eligibility's rights under the Company's Deferred Compensation Plan. The value of the non-cash investments shall be established as of the Resignation Date. In addition, but only the Executive shall be entitled to the extent that receive his vested benefits under the Company reimburses 401(k) Plan, in accordance with the terms thereof. (d) The Company shall reimburse the Executive for any increased cost and provides any additional benefits necessary to give unreimbursed business expenses incurred by the Executive on or prior to the benefits provided hereunderResignation Date pursuant to the Company's reimbursement policies, within thirty days following the Executive's presentation of an invoice to the Company; provided, that the Company shall not reimburse the Executive for any expenses for which the invoice is received by the Company after April 30, 2002.

Severance Payments and Benefits. Subject to the provisions of paragraph 8 below, in the event of a Termination, in lieu of the amount otherwise payable under paragraph 4 above, the Company shall: (a) Pay If a Change in Control occurs and within a period of twenty-four (24) months thereafter, Executive incurs a Separation from Service on account of (i) an involuntary termination by the Company for reasons other than death, Disability or Cause, or (ii) a voluntary termination elected by the Executive for Good Reason, then subject to (A) Executive signing and not revoking a separation and general release agreement (the "Release") in a form provided by the Company as may be in use from time to time, and (B) Section 4 below, Executive shall (and the Company (or any successor thereto) shall pay, award and/or provide): (1) receive a lump-sum cash severance payment in cash no later than ten (10) business days after the date of Termination an amount equal to the sum of: of(a) one times (ilx) The sum of: Executive’s Annual Compensation; (Ab) the product of (x) Executive’s base salary through and including the date of Termination and any bonus amounts which have become payable, to the extent either has not theretofore been paid; (B) a pro rata portion of the Executive’s annual bonus for the fiscal year in which the date of Termination occurs in an amount equal to: (1) the Executive’s Bonus Amount (as defined below)Long-term Incentive Award Value, multiplied by (2y) a fraction, the numerator of which is the number of days in full and partial calendar months between January 1 of the fiscal year in which of Separation from Service and the date of Termination occurs through and including the date of TerminationExecutive's Separation from Service (provided, however, that such numerator shall not exceed six (6)) and the denominator of which is three hundred sixty-five twelve (36512); and (Cc) accrued the product of(x) the greater of (A) Executive's target annual bonus amount for the year in which the Separation from Service occurs, or (B) the highest annual bonus paid to the Executive out of the three (3) prior bonuses paid to the Executive prior to the Executive's Separation from Service, multiplied by (y) a fraction, the numerator of which is the number of full and unpaid vacation pay through partial calendar months between January 1 of the year of Separation from Service and including the date of Termination; and (D) unreimbursed business expenses through and including the date of Termination; (ii) An amount equal to the product of the Applicable Multiple (as defined below) Executive's Separation from Service and the Executive’s annual salary in effect immediately prior to the date denominator of Terminationwhich is twelve (12); and (iii2) An amount equal receive twelve (12) months of continued coverage under the Company's group health plans (based on the level of the Executive's coverage in effect on the date of the Executive's Separation from Service), at the Company's expense, subject to the product Executive's timely election of continuation coverage under the Applicable Multiple COBRA, it being understood that (a) in the event that the Executive becomes eligible to receive substantially similar or improved medical, dental or vision benefits from a subsequent employer (whether or not the Executive accepts such benefits), the Company's obligations under this Section 3(a)(2) shall immediately cease, (b) the Executive will notify the Company of her eligibility for such benefits from a subsequent employer within thirty (30) days of such eligibility and (c) in the event that the Company's making payments under this Section 3(a)(2) would violate nondiscrimination rules or result in the imposition of penalties under the PPACA, the parties agree to reform this Section 3(a)(2) in such manner as is necessary to comply with tax laws and the Executive’s Bonus Amount; Notwithstanding PPACA, as applicable. (3) become fully vested in all Company equity and long-term incentive awards granted to Executive (including, but not limited to, and all stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and all other stock and cash-based long-term incentive awards) to the provisions of this paragraph 6(a), extent that such vesting is based on service with the Company. With respect to any amounts which constitute a deferral performance shares and performance unit awards, (a) the final number of compensation subject to Code Section 409A units and/or shares payable under such awards shall only be determined in accordance with the terms and provided conditions of the Executive is a “Specified Employee” (as defined under Code Section 409A)respective grant agreement governing such award, such amounts shall be paid to the Executive on the date which is six (6) months after his or her date of Separation from Service. and accordingly, (b) Continue to provide distribution of such awards can only take place following such share and/or unit amount determination. Notwithstanding the Executive (and, if applicableforegoing, the Executive’s dependentsfull and immediate vesting of any restricted stock units, performance shares, performance units, shall not change the payment date thereof or otherwise apply to the extent it would result in adverse tax consequences under Section 409A of the Code; and (4) notwithstanding anything to the contrary in the respective award agreement(s), for a be entitled to exercise any stock options or stock appreciation rights until the expiration of twenty-four (24) month months following Executive's Separation from Service (or until such later date as may be applicable under the terms of the award agreement governing the stock option or stock appreciation right upon termination of employment), subject to the maximum full term of the stock option or stock appreciation right; provided, however, that, if any stock option or stock appreciation right is terminated or cashed-out in connection with a Change in Control, the Executive shall receive a lump­ sum cash payment equal to the time value (i.e., under the Black Scholes option pricing model) of such stock options or stock appreciation rights inclusive of the economic value for the period of twenty-four (24) months following Executive's Separation from Service (or until such later date as may be applicable under the terms of the award agreement governing the stock option or stock appreciation right upon termination of employment), subject to the maximum full term of the stock option or stock appreciation right. (b) If Executive is not a Specified Employee, all payments made to Executive under Section 3(a) immediately above shall be made on the sixtieth (60th) calendar day following Executive's Separation from Service, provided that Executive's Release must be effective and not revocable on the date payment is to be made in order to receive such payments. If Executive is a Specified Employee, to the extent required to comply with Section 409A of the Code, payments made under Section 3(a) immediately above shall be made within ten (I0) calendar days following the date following the first (Ist) day of Termination, with the same level of benefits described in paragraph 4(dseventh (7th) of this Agreement upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) as existed immediately prior to month after the date of Termination (orExecutive's Separation from Service, if more favorable provided that no such payment shall be made to the Executive, as such benefits and terms and conditions existed immediately prior to the Change of Control), provided, that Executive if the Executive canRelease has not continue to participate in become effective as of the Company plans providing such benefits, six (6)-month anniversary of the Company shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted, and further provided the amount date of expenses eligible for reimbursement during the Executive’s taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Notwithstanding the foregoing provisions of this paragraph, in the event the Executive becomes reemployed with another employer and becomes eligible to receive welfare benefits Separation from such employer, the welfare benefits described in this Agreement shall be secondary to such benefits during the period of the Executive’s eligibility, but only to the extent that the Company reimburses the Executive for any increased cost and provides any additional benefits necessary to give the Executive the benefits provided hereunderService.

Severance Payments and Benefits. Subject to the provisions of paragraph 8 below, in the event of a Termination, in lieu of the amount otherwise payable under paragraph 4 above, the Company shall: (a) Pay the Executive a lump-sum payment in cash no later than ten (10) business days after the date of Termination equal to the sum of: (i) The sum of: (A) the Executive’s base salary through and including the date of Termination and any bonus amounts which have become payable, to the extent either has not theretofore been paid; (B) a pro rata portion of the Executive’s annual bonus for the fiscal year in which the date of Termination occurs in an amount equal to: (1) the Executive’s Bonus Amount (as defined below), multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the date of Termination occurs through and including the date of Termination, and the denominator of which is three hundred sixty-five (365); (C) accrued and unpaid vacation pay through and including the date of Termination; and (D) unreimbursed business expenses through and including the date of Termination; (ii) An amount equal to the product of the Applicable Multiple (as defined below) and the Executive’s annual salary in effect immediately prior to the date of Termination; and (iii) An amount equal to the product of the Applicable Multiple and the Executive’s Bonus Amount; Notwithstanding the provisions of this paragraph 6(a), with respect to any amounts which constitute a deferral of compensation subject to Code Section 409A of the Code and provided the Executive is a “Specified Employee” (as defined under Code Section 409A409A of the Code), such amounts shall be paid to the Executive on the date which is six (6) months after his or her date of Separation from Service. (b) Continue to provide the Executive (and, if applicable, the Executive’s dependents), for a twenty-four (24) month period following the date of Termination, with the same level of benefits described in paragraph 4(d) of this Agreement upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) as existed immediately prior to the date of Termination (or, if more favorable to the Executive, as such benefits and terms and conditions existed immediately prior to the Change of Control), provided, that if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits (or the cash-equivalent thereof) on the same after-tax basis as if continued participation had been permitted, and further provided the amount of expenses eligible for reimbursement during the Executive’s taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Notwithstanding the foregoing provisions of this paragraph, in the event the Executive becomes reemployed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described in this Agreement shall be secondary to such benefits during the period of the Executive’s eligibility, but only to the extent that the Company reimburses the Executive for any increased cost and provides any additional benefits necessary to give the Executive the benefits provided hereunder.

Severance Payments and Benefits. Subject (a) In lieu of any other cash severance payments to which the Executive may otherwise be entitled under the Employment Agreement or otherwise (and which other cash severance payments the Executive hereby expressly waives), and subject to the provisions regarding cutback of paragraph 8 benefits in certain circumstances as expressly provided in Section 6(h) below, in the event of a Termination, in lieu of the amount otherwise payable under paragraph 4 above, the Company shall: (a) Pay shall pay or provide to the Executive the following amounts (the “Severance Payments”) upon the occurrence of a lump-sum payment in cash no later than ten (10) business days after Covered Termination during the date of Termination equal to the sum ofProtected Period: (i) The sum of: an amount equal to three (3) times the amount of the Executive’s effective annual base salary rate, as in effect immediately prior to a Change of Control or the Date of Termination (as defined in Section 5(b) below), whichever amount is higher; (ii) an amount equal to three (3) times (A) the average annual bonus earned by the Executive under the Company’s cash incentive bonus plan in respect of the three fiscal years of the Company ending prior to (w) the date on which a Change of Control occurred or (x) the date on which the Date of Termination occurred, whichever amount is higher, or, in the event the Date of Termination and the Change of Control occur prior to the determination by the Compensation Committee of the Company of an annual bonus in respect of fiscal year 2007, (B) the Executive’s Bonus Target Threshold (expressed as a percentage in Section 3(b)(3) of the Employment Agreement) for the fiscal year of the Company in which (y) the date on which a Change of Control occurred or (z) the date on which the Date of Termination occurred, whichever amount is higher; (iii) an amount equal to the Executive’s annual bonus earned or accrued in respect of any prior fiscal year of the Company but not yet paid as of the Date of Termination; and (iv) an amount equal to the product of (x) the greater of (A) the Executive’s base salary through and including target bonus opportunity under the date of Termination and any Company’s cash incentive bonus amounts which have become payable, to the extent either has not theretofore been paid; (B) a pro rata portion of the Executive’s annual bonus plan for the fiscal year in which the date Date of Termination occurs in an amount equal to: occurs; and (1B) the Executive’s Bonus Amount average bonus the Executive earned for the three (as defined below)3) fiscal years preceding the fiscal year in which the Change in Control occurred, multiplied by (2y) a fraction, the numerator of which is the number of days months and partial months expired in the fiscal year of EXHIBIT E the Company in which the date Date of Termination occurs occurs, through and including the date Date of Termination, and the denominator of which is three hundred sixty-five twelve (36512); (C) accrued and unpaid vacation pay through and including the date of Termination; and (D) unreimbursed business expenses through and including the date of Termination; (ii) An amount equal to the product of the Applicable Multiple (as defined below) and the Executive’s annual salary in effect immediately prior to the date of Termination; and (iii) An amount equal to the product of the Applicable Multiple and the Executive’s Bonus Amount; Notwithstanding the provisions of this paragraph 6(a), with respect to any amounts which constitute a deferral of compensation subject to Code Section 409A and provided the Executive is a “Specified Employee” (as defined under Code Section 409A), such amounts shall be paid to the Executive on the date which is six (6) months after his or her date of Separation from Service. (b) Continue In the case of a Covered Termination during the Protected Period, in addition to the payments provided for in Section 4(a) above, the Company shall, during the period ending thirty-six (36) months after the month in which the Date of Termination occurs, arrange at the Company’s sole expense to provide the Executive (andand his/her dependents with life, if applicablemedical, the Executive’s dependents)dental, for a twenty-four (24) month period following the date of Terminationhealth, with the same and disability insurance benefits at least equal, in type and level of benefits described in paragraph 4(d) of this Agreement upon substantially the same terms and conditions (including contributions required by coverage, to those which the Executive for such benefits) as existed and his/her dependents were receiving immediately prior to the date Notice of Termination (orwithout, if more favorable however, giving any effect to any reduction in such benefits subsequent to a Change in Control). Benefits otherwise receivable by the Executive pursuant to this Section 4(b) shall be reduced to the Executiveextent that comparable benefits equal in type and level of coverage are actually received by the Executive from, or made available to the Executive by, a subsequent employer without greater cost to him/her than as provided by the Company during such 36-month period (and any such benefits and terms and conditions existed immediately prior received by or made available to the Change of ControlExecutive shall be reported to the Company by the Executive). In addition, provided, in the event that if the Executive cannot and/or his/her dependents are ineligible under the terms of any of the Company’s plans to continue to participate in the Company plans providing such benefitsbe so covered, the Company shall otherwise provide such benefits to the Executive a lump sum payment (determined on a present value basis using the interest rate provided for in Section 1274(b)(2)(B) of the Internal Revenue Code on the same after-tax basis as if continued participation had been permittedDate of Termination) in such amount, and further provided after taxes, that shall be equal to the cost to the Executive of procuring such coverage for such period. (c) In the case of a Covered Termination during the Protected Period, (i) any unvested amount of expenses eligible for reimbursement during credited to the Executive’s taxable year bookkeeping account under the Company’s Supplemental Executive Retirement Plan as in effect on the date hereof, and as the same may be amended prior to any Change of Control (“SERP”), will become fully vested as of the Date of Termination, and in such event such bookkeeping account shall not affect be increased as of the expenses eligible Date of Termination by the aggregate amount of the unvested portion of any account maintained for reimbursement in any other taxable year. Notwithstanding the foregoing provisions of this paragraph, in the event the Executive becomes reemployed with another employer and becomes eligible to receive welfare benefits from such employer, under any of the welfare benefits described in this Agreement shall be secondary to such benefits during the period Company’s “qualified” retirement plans as of the Executive’s eligibilitydate of termination of employment; and (ii) the Executive’s SERP account shall be distributed to the Executive as provided under the terms of the SERP and in accordance with the Executive’s distribution election then in effect. (d) In the case of a Covered Termination during the Protected Period, but only notwithstanding anything to the contrary contained herein, all outstanding stock options and restricted share, and restricted unit awards, if any, granted to the Executive under any of the Company’s stock incentive plans or other similar plans shall become fully vested and, to the extent that applicable, exercisable. (e) In the case of a Covered Termination during the Protected Period, the Company reimburses shall pay to the Executive for all other amounts vested, accrued or earned by the Executive through the Date of Termination and amounts otherwise owing under the then existing EXHIBIT E plans and policies of the Company, including but not limited to all compensation or other amounts previously deferred by the Executive (together with any increased cost accrued interest thereon) and provides any additional benefits necessary not yet paid by the Company. (f) The Company shall pay to give the Executive the benefits provided hereunderamount due pursuant to Section 4(a) in a lump sum cash payment as soon as practicable, but in any event by the fifth (5th) business day following the Date of Termination.

Severance Payments and Benefits. Subject to the provisions of paragraph 8 below, in the event of a Termination, in lieu of the amount otherwise payable under paragraph 4 above, the Company shall: (a) Pay shall pay the Executive a lump-sum payment in cash no later than ten (10) business days after the date as soon as practicable following any termination of Termination equal to the sum of: (i) The sum ofemployment: (A1) the Executive’s base salary through and including the date of Termination termination of employment and any bonus amounts which have become payable, to the extent either has not theretofore been paid; (B2) accrued and unpaid vacation pay through and including the date of termination of employment; and (3) unreimbursed business expenses through and including the date of termination of employment. In addition, in the event the termination of employment is a Termination, in lieu of the amount otherwise payable under paragraph 4 above and subject to the provisions of paragraph 8 below, the Company shall: (a) Pay the Executive a lump-sum payment in cash in the month following the month in which the date of Termination occurs equal to the sum of: (i) Unless a greater amount is provided for under the Company’s annual incentive compensation plan, a pro rata portion of the Executive’s target annual cash bonus amount established for the fiscal year in which the date of Termination occurs in an under the Company’s annual incentive compensation plan, calculated by multiplying such target annual bonus amount equal to: (1) the Executive’s Bonus Amount (as defined below), multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the date of Termination occurs through and including the date of Termination, and the denominator of which is three hundred sixty-five (365); (C) accrued and unpaid vacation pay through and including the date of Termination; and (D) unreimbursed business expenses through and including the date of Termination; (ii) An amount equal to the product of the Applicable Multiple (as defined below) and the Executive’s annual salary in effect immediately prior to the date of Termination; and (iii) An amount equal to the product of the Applicable Multiple and the Executive’s Bonus Amount; Notwithstanding the provisions of this paragraph 6(a), with respect to any amounts which constitute a deferral of compensation subject to Code Section 409A and provided the Executive is a “Specified Employee” Amount (as defined under Code Section 409Abelow), such amounts shall be paid to the Executive on the date which is six (6) months after his or her date of Separation from Service.; (b) Continue Subject to provide the Executive (and, if applicable, the Executive’s dependents), for a twenty-four (24i) month period following the date continued payment of Termination, with the same level percentage of benefits described in paragraph 4(d) of this Agreement upon substantially the same terms and conditions (including contributions required by applicable premiums as the Executive for such benefits) as existed was paying immediately prior to the date of Termination (or, if more favorable to the Executive, as such benefits and terms and conditions existed the percentage of the premiums the Executive was paying immediately prior to the Change in Control) and (ii) election to receive continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act or any applicable similar state law (“COBRA”), pay or reimburse the Executive for the Executive’s premiums charged to continue medical and dental coverage pursuant to COBRA for the Executive (and, if applicable, the Executive’s dependents), during the [eighteen (18); twenty-four (24); thirty-six (36)] month period commencing with continuation coverage for the month following the month in which the date of Control)Termination occurs, provided, that if the Executive canis not continue eligible to participate in receive, or if the Company plans providing such benefitsis not able to provide, continuation coverage under COBRA for any month during the continuation period, the Company shall otherwise provide such benefits pay the Executive a cash payment equal to its portion of the applicable COBRA premiums on the same an after-tax basis as if continued participation had been permitted, and further provided (with such payment to be made in the amount of expenses eligible same month for reimbursement during which the Executive’s taxable year shall not affect the expenses eligible for reimbursement in any other taxable yearcontinuation coverage was otherwise to be provided) . Notwithstanding the foregoing provisions of this paragraph, in the event the Executive becomes reemployed with another employer and becomes eligible to receive welfare medical and dental benefits from such employeremployer during any month in the [eighteen (18); twenty-four (24); thirty-six (36)] month continuation period provided for by this paragraph, the welfare Company shall have no obligation to pay, reimburse or otherwise provide the Executive with continuation coverage for any such month. Notwithstanding the provisions of this paragraph 6, with respect to any payments or benefits described in this Agreement which constitute a deferral of compensation subject to Section 409A of the Code and provided the Executive is a “Specified Employee” (as defined under Section 409A of the Code) as of the date of Termination, such payments and benefits shall not be secondary paid to such benefits during the period Executive until the earlier of (i) the date which is six (6) months after the Executive’s Separation from Service for any reason other than death, or (ii) the date of the Executive’s eligibility, but only death. Any amounts otherwise payable to the extent Executive upon or in the six (6) month period following the Executive’s Separation from Service that are not so paid by reason of this paragraph shall be paid (without interest) as soon as practicable (and in all events within ten (ten) business days) after the date that is six (6) months after the Executive’s Separation from Service (or, if earlier, as soon as practicable, and in all events within ten (10) business days, after the date of the Executive’s death). As a condition precedent to any Company reimburses obligation to the Executive for any increased cost pursuant to sections (a) and provides any additional benefits necessary to give (b) of this paragraph 6, the Executive shall, upon or promptly following the benefits provided hereunderdate of Termination (and, in all events, within twenty one (21) days of), execute a general release agreement on substantially the same form attached to the employment agreement between the Executive and the Company, and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law.

Severance Payments and Benefits. Subject (a) In lieu of any cash severance payments to which the Executive may otherwise be entitled under the Severance Benefit Agreement or otherwise (and which cash payments the Executive hereby expressly waives), and subject to the provisions regarding cutback of paragraph 8 benefits in certain circumstances as expressly provided in Section 6(h) below, in the event of a Termination, in lieu of the amount otherwise payable under paragraph 4 above, the Company shall: (a) Pay shall pay or provide to the Executive the following amounts (the “Severance Payments”) upon the occurrence of a lump-sum payment in cash no later than ten Covered Termination during the Protected Period (10except with respect to clause (iv) business days after below, which shall be paid at the date of Termination equal to the sum of:time as specified therein): (i) The sum of: an amount equal to three (3) times the amount of the Executive’s effective annual base salary rate, as in effect immediately prior to a Change of Control or the Date of Termination (as defined in Section 5(b) below), whichever amount is higher; (ii) an amount equal to three (3) times the average annual bonus earned by the Executive under the Company’s cash incentive bonus plan in respect of the three fiscal years of the Company ending prior to (A) the date on which a Change of Control occurred or (B) the date on which the Date of Termination occurred, whichever amount is higher; (iii) an amount equal to the Executive’s annual bonus earned or accrued in respect of any prior fiscal year of the Company but not yet paid as of the Date of Termination; and (iv) an amount equal to the product of (x) the greater of (A) the Executive’s base salary through and including target bonus opportunity under the date of Termination and any Company’s cash incentive bonus amounts which have become payable, to the extent either has not theretofore been paid; (B) a pro rata portion of the Executive’s annual bonus plan for the fiscal year in which the date Date of Termination occurs in an amount equal to: occurs; and (1B) the Executive’s Bonus Amount average bonus the Executive earned for the three (as defined below)3) fiscal years preceding the fiscal year in which the Change in Control occurred, multiplied by (2y) a fraction, the numerator of which is the number of days months and partial months expired in the fiscal year of the Company in which the date Date of Termination occurs occurs, through and including the date Date of Termination, and the denominator of which is three hundred sixty-five twelve (36512); (C) accrued and unpaid vacation pay through and including the date of Termination; and (D) unreimbursed business expenses through and including the date of Termination; (ii) An amount equal to the product of the Applicable Multiple (as defined below) and the Executive’s annual salary in effect immediately prior to the date of Termination; and (iii) An amount equal to the product of the Applicable Multiple and the Executive’s Bonus Amount; Notwithstanding the provisions of this paragraph 6(a), with respect to any amounts which constitute a deferral of compensation subject to Code Section 409A and provided the Executive is a “Specified Employee” (as defined under Code Section 409A), such amounts shall be paid to the Executive on the date which is six (6) months after his or her date of Separation from Service. (b) Continue In the case of a Covered Termination during the Protected Period, in addition to the payments provided for in Section 4(a) above, the Company shall, during the period ending thirty-six (36) months after the month in which the Date of Termination occurs, arrange at the Company’s sole expense to provide the Executive (andand his dependents with life, if applicablemedical, the Executive’s dependents)dental, for a twenty-four (24) month period following the date of Terminationhealth, with the same and disability insurance benefits at least equal, in type and level of benefits described in paragraph 4(d) of this Agreement upon substantially the same terms and conditions (including contributions required by coverage, to those which the Executive for such benefits) as existed and his dependents were receiving immediately prior to the date Notice of Termination (orwithout, if more favorable however, giving any effect to any reduction in such benefits subsequent to a Change in Control). Benefits otherwise receivable by the Executive pursuant to this Section 4(b) shall be reduced to the extent that comparable benefits equal in type and level of coverage are actually received by the Executive from, or made available to the Executive by, a subsequent employer without greater cost to him than as provided by the Company during such 36-month period (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive). (c) In the case of a Covered Termination during the Protected Period, (i) any unvested amount credited to the Executive’s bookkeeping account under the Company’s Supplemental Executive Retirement Plan as in effect on the date hereof, and as such benefits and terms and conditions existed immediately the same may be amended prior to the any Change of ControlControl (“SERP”), providedwill become fully vested as of the Date of Termination, that if and in such event such bookkeeping account shall be increased as of the Date of Termination by the aggregate amount of the unvested portion of any account maintained for the Executive cannot continue under any of the Company’s “qualified” retirement plans as of the Executive’s date of termination of employment; and (ii) the Executive’s SERP account shall be distributed to participate the Executive as provided under the terms of the SERP and in accordance with the Company Executive’s distribution election then in effect. (d) In the case of a Covered Termination during the Protected Period, notwithstanding anything to the contrary contained herein, all outstanding stock options and restricted share, and restricted unit awards, if any, granted to the Executive under any of the Company’s stock incentive plans providing such benefitsor other similar plans shall become fully vested and, to the extent applicable, exercisable. (e) In the case of a Covered Termination during the Protected Period, the Company shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted, and further provided the amount of expenses eligible for reimbursement during the Executive’s taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Notwithstanding the foregoing provisions of this paragraph, in the event pay to the Executive becomes reemployed with another employer all other amounts vested, accrued or earned by the Executive through the Date of Termination and becomes eligible to receive welfare benefits from such employer, amounts otherwise owing under the welfare benefits described in this Agreement shall be secondary to such benefits during the period then existing plans and policies of the Executive’s eligibilityCompany, including but only not limited to the extent that the Company reimburses all compensation or other amounts previously deferred by the Executive for (together with any increased cost accrued interest thereon) and provides any additional benefits necessary not yet paid by the Company. (f) The Company shall pay to give the Executive the benefits provided hereunderamount due pursuant to Section 4(a) in a lump sum cash payment as soon as practicable, but in any event by the fifth (5th) business day following the Date of Termination.

Severance Payments and Benefits. Subject (a) In lieu of any other cash severance payments to which the Executive may otherwise be entitled (and which other cash severance payments the Executive hereby expressly waives), and subject to the provisions regarding cutback of paragraph 8 benefits in certain circumstances as expressly provided in Section 6(h) below, in the event of a Termination, in lieu of the amount otherwise payable under paragraph 4 above, the Company shall: (a) Pay shall pay or provide to the Executive the following amounts (the "Severance Payments") upon the occurrence of a lump-sum payment in cash no later than ten (10) business days after Covered Termination during the date of Termination equal to the sum ofProtected Period: (i) The sum of: An amount equal to three (3) times the amount of Executive's effective annual base salary rate, as in effect immediately prior to a Change of Control or the Date of Termination (as defined in Section 5(b), below), whichever amount is higher; (ii) an amount equal to three (3) times the average annual bonus earned by the Executive under the Company's cash incentive bonus plan in respect of the three fiscal years of the Company ending prior to (x) the date on which a Change of Control occurred or (y) the date on which the Date of Termination occurred, whichever amount is higher; (iii) an amount equal to the Executive's annual bonus earned or accrued in respect of any prior fiscal year of the Company but not yet paid as of the Date of Termination; and (iv) an amount equal to the product of (x) the greatest of (A) the Executive’s base salary through and including 's target bonus opportunity under the date of Termination and any Company's cash incentive bonus amounts which have become payable, to the extent either has not theretofore been paid; (B) a pro rata portion of the Executive’s annual bonus plan for the fiscal year in which the date Date of Termination occurs in an amount equal to: occurs; or (1B) the Executive’s Bonus Amount average bonus the Executive earned for the three (as defined below)3) fiscal years preceding the fiscal year in which the Change in Control occurred, multiplied by (2y) a fraction, the numerator of which is the number of days months and partial months expired in the fiscal year of the Company in which the date Date of Termination occurs occurs, through and including the date Date of Termination, and the denominator of which is three hundred sixty-five twelve (36512); (C) accrued and unpaid vacation pay through and including the date of Termination; and (D) unreimbursed business expenses through and including the date of Termination; (ii) An amount equal to the product of the Applicable Multiple (as defined below) and the Executive’s annual salary in effect immediately prior to the date of Termination; and (iii) An amount equal to the product of the Applicable Multiple and the Executive’s Bonus Amount; Notwithstanding the provisions of this paragraph 6(a), with respect to any amounts which constitute a deferral of compensation subject to Code Section 409A and provided the Executive is a “Specified Employee” (as defined under Code Section 409A), such amounts shall be paid to the Executive on the date which is six (6) months after his or her date of Separation from Service. (b) Continue to provide In case of a Covered Termination during the Executive (andProtected Period, if applicable, the Executive’s dependents), for a twenty-four (24) month period following the date of Termination, with the same level of benefits described in paragraph 4(d) of this Agreement upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) as existed immediately prior addition to the date of Termination (or, if more favorable to the Executive, as such benefits and terms and conditions existed immediately prior to the Change of Control), provided, that if the Executive cannot continue to participate payments provided for in the Company plans providing such benefitsSection 4(a) above, the Company shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permittedshall, and further provided the amount of expenses eligible for reimbursement during the Executive’s taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Notwithstanding the foregoing provisions of this paragraph, in the event the Executive becomes reemployed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described in this Agreement shall be secondary to such benefits during the period ending thirty six (36) months after the month in which the Date of Termination occurs, arrange at the Executive’s eligibility, but only to the extent that the Company reimburses the Executive for any increased cost and provides any additional benefits necessary to give the Executive the benefits provided hereunder.Company's sole expense to