Common use of Stock and Incentive Plans Clause in Contracts

Stock and Incentive Plans. Stock, stock options, stock appreciation rights, restricted stock, restricted stock units, and other awards pursuant to Stock and Incentive Compensation Plan held by the Executive become exercisable upon a Change in Control according to the terms of the Company’s Stock and Incentive Plans as interpreted by the Company’s Compensation Committee as such Committee existed immediately prior to the Change in Control. In computing and determining Severance Benefits under subsections 4(a), (b), (c), (d), (e), and (f) above, a decrease in the Executive’s salary, incentive bonus potential, or insurance benefits shall be disregarded if such decrease occurs within six months before a Change in Control, is in contemplation of such Change in Control, and is taken to avoid the effect of this Agreement should such action be taken after such Change in Control. In such event, the salary, incentive bonus potential, and/or insurance benefits used to determine Severance Benefits shall be that in effect immediately before the decrease that is disregarded pursuant to this Section 4. The Severance Benefits provided in subsections 4(a), (b) and (e) and, as provided in subsection 4(d) above, shall be paid not later than 60 business days following the Executive’s Separation from Service, provided the Executive shall have no right to designate the taxable year of the payment.

Stock and Incentive Plans. Stock, stock options, stock appreciation rights, restricted stock, restricted stock units, and other awards pursuant to Stock and Incentive Compensation Plan held by the Executive become exercisable upon a Change in Control according to the terms of the Company’s Stock and Incentive Plans as interpreted by the Company’s Compensation Committee as such Committee existed immediately prior to the Change in Control. In computing and determining Severance Benefits under subsections 4(a), (b), (c), (d), (e), and (f) ), above, a decrease in the Executive’s salary, incentive bonus potential, or insurance benefits shall be disregarded if such decrease occurs within six months before a Change in Control, is in contemplation of such Change in Control, and is taken to avoid the effect of this Agreement should such action be taken after such Change in Control. In such event, the salary, incentive bonus potential, and/or insurance benefits used to determine Severance Benefits shall be that in effect immediately before the decrease that is disregarded pursuant to this Section 4. The Severance Benefits provided in subsections 4(a), (b) ), and (ec) and, as provided in subsection 4(d) above, above shall be paid not later than 60 45 business days following the date the Executive’s Separation from Service, provided employment terminates. In the Executive shall have no right to designate case of an Award held by a Participant whom the taxable year Company reasonably believes is a “specified employee” within the meaning of Section 409A of the paymentInternal Revenue Code of 1986, as amended (the “Code”), the Company may delay payment of such Award until the first business day that is six months and one day after the date of such Participant’s termination of employment (or, if earlier, upon death) if the Company reasonably believes such Award to be subject to Section 409A(a)(2)(B) of the Code.

Stock and Incentive Plans. Stock, stock options, stock appreciation rights, restricted stock, restricted stock units, and other awards pursuant to Stock and Long-Term Incentive Compensation Plan Plans held by the Executive become exercisable upon a Change in of Control according to the terms of the CompanyCorporation’s Stock and Incentive Plans as interpreted by the CompanyCorporation’s Compensation Committee as such Committee existed immediately prior to the Change in of Control. In computing and determining Severance Benefits under subsections 4(a), (b), (c), (d), (e), (f), and (fg) above, a decrease in the Executive’s salary, incentive bonus potential, or insurance benefits shall be disregarded if such decrease occurs within six months before a Change in of Control, is in contemplation of such Change in of Control, and is taken to avoid the effect of this Agreement should such action be taken after such Change in of Control. In such event, the salary, incentive bonus potential, and/or insurance benefits used to determine Severance Benefits shall be that in effect immediately before the decrease that is disregarded pursuant to this Section 4. The Severance Benefits provided in subsections 4(a), (b) ), and (ec) and, as provided in subsection 4(d) above, above shall be paid not later than 60 45 business days following the date the Executive’s Separation from Service, provided employment terminates. In the Executive shall have no right to designate case of an Award held by a Participant whom the taxable year Corporation reasonably believes is a “specified employee” within the meaning of Section 409A of the paymentInternal Revenue Code of 1986, as amended (the “Code”), the Corporation may delay payment of such Award until the first business day that is six months and one day after the date of such Participant’s termination of employment (or, if earlier, upon death) if the Corporation reasonably believes such Award to be subject to Section 409A(a)(2)(B) of the Code.

Stock and Incentive Plans. Stock, stock options, stock appreciation rights, restricted stock, restricted stock units, and other awards pursuant to Stock and Long-Term Incentive Compensation Plan Plans held by the Executive become exercisable upon a Change in of Control according to the terms of the CompanyCorporation’s Stock and Incentive Plans as interpreted by the CompanyCorporation’s Compensation Committee as such Committee existed immediately prior to the Change in of Control. In computing and determining Severance Benefits under subsections 4(a), (b), (c), (d), (e), (f), and (fg) above, a decrease in the Executive’s salary, incentive bonus potential, or insurance benefits shall be disregarded if such decrease occurs within six months before a Change in of Control, is in contemplation of such Change in of Control, and is taken to avoid the effect of this Agreement should such action be taken after such Change in of Control. In such event, the salary, incentive bonus potential, and/or insurance benefits used to determine Severance Benefits shall be that in effect immediately before the decrease that is disregarded pursuant to this Section 4. The Severance Benefits provided in subsections 4(a), (b) ), and (ec) and, as provided in subsection 4(d) above, above shall be paid not later than 60 45 business days following the date the Executive’s Separation from Serviceemployment terminates (or, provided in the Executive shall have no right to designate event of an Anticipatory Termination, not later than 45 business days following the taxable year of the paymentrelated Change in Control).