Common use of Termination by the Company Without Cause or by You for Good Reason Clause in Contracts

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by the Company is terminated by the Company without cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are due. (ii) At the time specified in Section 3(d) hereof, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to the sum of: (A) (i) your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (i) your annual base salary in effect immediately prior to the Change in Control of the Company or (ii) your annual base salary in effect at the time Notice of Termination is given. (iii) For purposes of determining the vesting of any awards made to you under the Company’s 2000 Stock Incentive Plan, as well as any unvested shares of Company Stock you acquired pursuant to any awards made under that plan, you shall be treated as if you had completed an additional 12 months of service immediately before the date on which your employment is terminated.

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by the Company is terminated by the Company without cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are due. (ii) At the time specified in Section 3(d) hereof, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to the sum of: (A) (i) your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (i) your annual base salary in effect immediately prior to the Change in Control of the Company or (ii) your annual base salary in effect at the time Notice of Termination is given. (iii) For purposes of determining the vesting of any awards made to you under the Company’s 2000 Stock Incentive Plan, as well as any unvested shares of Company Stock you acquired pursuant to any awards made under that plan, you shall be treated as if you had completed an additional 12 months of service immediately before the date on which your employment is terminated.

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by the Company is terminated by the Company without cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are due. (ii) At the time specified in Section 3(d) hereof, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to three times the sum of: (A) (i) your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (iI) your annual base salary in effect immediately prior to the Change in Control of the Company or (iiII) your annual base salary in effect at the time Notice of Termination is given; and (B) the greater of (I) your annual target bonus for the year in which the Change in Control occurs or, if no such target bonus has yet been determined for such year, your annual target bonus actually earned by you in the year immediately preceding the year in which the Change in Control occurs. (iii) For purposes At the time specified in Section 3(d) hereof, the Company shall pay to you, in lieu of determining amounts which may otherwise be payable to you under any bonus plan (a "Bonus Plan"), an amount in cash equal to (A) your annual target bonus for the vesting year in which the Change in Control occurs, multiplied by a fraction, (I) the numerator of which equals the number of full or partial days in such annual performance period during which you were employed by the Company and (II) the denominator of which is 365, and (B) the entire target bonus opportunity with respect to each performance period in progress under all other Bonus Plans in effect at the time of termination. Notwithstanding the foregoing, this Section 3(b)(iii) shall not apply with respect to any awards made amounts which may otherwise be payable to you under the Company’s 2000 Stock 's Senior Executive Incentive PlanPlan or any other Bonus Plan of the Company that applies primarily to "covered employees" within the meaning of Section 162(m) of the Code. (iv) The Company shall provide you with a cash allowance, as well as at the time specified in Section 3(d) hereof, for outplacement and job search activities (including, but not limited to, office and secretarial expenses) in the amount of 20% of your annual base salary and annual target bonus taken into account under Section 3(b)(ii) hereof, provided that (A) such cash allowance shall not exceed $100,000 and (B) such cash allowance shall apply only to those costs or obligations that are incurred by you during the 36-month period following your termination of employment. (v) For a 36-month period following your termination of employment, the Company shall arrange to provide you with life and health insurance benefits no less favorable than those which you were receiving immediately prior to the Notice of Termination. Notwithstanding the foregoing, any unvested shares of Company Stock you acquired pursuant benefit described in the preceding sentence shall constitute secondary coverage with respect to any awards made under that planlife and health insurance benefits actually received by you in connection with any subsequent employment (or self-employment) during the 36-month period following your termination. (vi) Starting at age 55, you shall receive retiree medical and life benefits from the Company. Such benefits shall be treated as if no less favorable than the benefits that you would have received had completed an additional 12 months you, at the time Notice of service immediately before Termination is given, both (A) attained age 55 and (B) retired from the date on which Company. Notwithstanding the foregoing, any benefit described in the preceding sentence shall constitute secondary coverage with respect to retiree medical and life benefits actually received by you in connection with any subsequent employment (or self-employment) following your employment is terminatedtermination.

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by the Company is terminated by the Company without cause Cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than on the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are duedue in accordance with the terms of such compensation or benefit plan. (ii) At In the time specified payroll period next following the payroll period in Section 3(d) hereofwhich your Date of Termination occurs, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to three times the sum of: (A) (i) your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (iI) your annual base salary in effect immediately prior to the Change in Control of the Company or (iiII) your annual base salary in effect at the time Notice of Termination is given; and (B) the greater of (I) your annual target bonus for the year in which the Change in Control occurs or, (II) if no such target bonus has yet been determined for such year, the annual bonus actually earned by you in the year immediately preceding the year in which the Change in Control occurs. (iii) For purposes In the payroll period next following the payroll period in which your Date of determining Termination occurs, the vesting Company shall pay to you, in lieu of any awards made amounts which may otherwise be payable to you under the Executive Annual Incentive Plan or any other bonus plan (the “Bonus Plan”), an amount in cash equal to (A) that portion of your annual target bonus payable in cash for the year in which the Change in Control occurs, multiplied by a fraction, (I) the numerator of which equals the number of full or partial days in such annual performance period during which you were employed by the Company and (II) the denominator of which is 365, and (B) the entire target bonus opportunity with respect to each performance period in progress for any bonus payable to you in stock under all Bonus Plans in effect at the time of termination. (iv) The Company shall provide you with a cash allowance for outplacement and job search activities (including, but not limited to, office and secretarial expenses) in the amount of 20% of your annual base salary and annual target bonus taken into account under Section 3(b)(ii) hereof, provided that (A) such cash allowance shall not exceed $100,000 and (B) such cash allowance shall apply only to those costs or obligations that are incurred by you during the 36-month period following your termination of employment. Payments of such cash allowance shall be made on the fifteenth day following the submission of each receipt to the Company evidencing costs or obligations incurred by you in connection with outplacement and job search activities. (v) Notwithstanding the provisions of your Restrictive Covenant Agreement with the Company, your agreement set forth in such Restrictive Covenant Agreement not to compete with the Company for one year after your termination of employment shall not apply; however, the other provisions of your Restrictive Covenant Agreement shall remain in full force and effect, including without limitation, the non-solicitation, non-disclosure, confidentiality and non-disparagement covenants set forth therein. (vi) If you are an expatriate, you will be repatriated, at the Company’s 2000 Stock Incentive Planexpense, as well as any unvested shares of Company Stock you acquired pursuant to your home country or to any awards made under other country you choose provided that planthe Company’s cost for your repatriation will not exceed the cost the Company would have incurred had it repatriated you to your home country. Your repatriation allowances and benefits will be as described in the Company’s Long-Term Assignment Policy but there will be no claw-back of any relocation costs by reason of the early termination of your assignment. (vii) During the 36-month period following your termination of employment, you will receive fully subsidized COBRA coverage (grossed up for your taxes) under the Company’s health plan for so long as it is available and thereafter you will be paid cash payments equivalent on an after-tax basis to the value of the health plan benefits you would have received under the Company’s health plan had you continued to be employed during such 36-month period, with such payments to be made by the Company to you on a monthly basis (it being understood that the Company payments to you attributable to the health plan benefits will be equal on an after-tax basis to the monthly premium cost to you to purchase such health plan benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating). You will also receive during such 36-month period cash payments equivalent on an after-tax basis to the value of the life insurance benefits you would have received under the Company’s life insurance plan had you continued to be treated as employed during such 36-month period, with such payments to be made by the Company to you on a monthly basis (it being understood that the Company payments to you attributable to the life insurance plan benefits will be equal on an after-tax basis to the monthly premium cost to you to purchase such life insurance plan benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating). Notwithstanding the foregoing, the benefits described in this Section 3(b)(vii) shall constitute secondary coverage with respect to any health or life insurance benefits actually received by you in connection with any subsequent employment (or self-employment) during the 36-month period following your termination. (viii) When you attain age 55, if you are eligible to participate in the Company’s retiree health and life insurance plans, you will receive monthly payments from the Company to reimburse you for your cost to participate in those plans, grossed up for your taxes. If you are not eligible to participate in the Company’s retiree health and life insurance plans, you will instead receive cash payments equivalent on an after-tax basis to the value of the retiree health and life insurance benefits you would have received under the Company’s retiree health and life insurance plans (providing benefits no less than those provided in the year in which you first entered into a Change in Control Agreement with the Company) had completed you qualified for full retiree health and life insurance benefits under the Company’s retiree health and life insurance plans, with such payments to be made by the Company to you on a monthly basis (it being understood that the Company payments to you attributable to the health and life insurance benefits will be equal on an additional 12 months after-tax basis to the monthly premium cost to you to purchase such benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating). Notwithstanding the foregoing, the benefits described in this Section 3(b)(viii) shall constitute secondary coverage with respect to any health or life insurance benefits actually received by you in connection with any subsequent employment (or self-employment) or otherwise following your attainment of service immediately before the date on which your employment is terminatedage 55.

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by the Company is terminated by the Company without cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are due. (ii) At the time specified in Section 3(d) hereof, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to two times the sum of: (A) (i) your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (iI) your annual base salary in effect immediately prior to the Change in Control of the Company or (iiII) your annual base salary in effect at the time Notice of Termination is given; and (B) the greater of (I) your annual target bonus for the year in which the Change in Control occurs or, if no such target bonus has yet been determined for such year, your annual target bonus actually earned by you in the year immediately preceding the year in which the Change in Control occurs. (iii) For purposes At the time specified in Section 3(d) hereof, the Company shall pay to you, in lieu of determining amounts which may otherwise be payable to you under any bonus plan (a "Bonus Plan"), an amount in cash equal to (A) your annual target bonus for the vesting year in which the Change in Control occurs, multiplied by a fraction, (I) the numerator of which equals the number of full or partial days in such annual performance period during which you were employed by the Company and (II) the denominator of which is 365, and (B) the entire target bonus opportunity with respect to each performance period in progress under all other Bonus Plans in effect at the time of termination. Notwithstanding the foregoing, this Section 3(b)(iii) shall not apply with respect to any awards made amounts which may otherwise be payable to you under the Company’s 2000 Stock 's Senior Executive Incentive PlanPlan or any other Bonus Plan of the Company that applies primarily to "covered employees" within the meaning of Section 162(m) of the Code. (iv) The Company shall provide you with a cash allowance, as well as at the time specified in Section 3(d) hereof, for outplacement and job search activities (including, but not limited to, office and secretarial expenses) in the amount of 20% of your annual base salary and annual target bonus taken into account under Section 3(b)(ii) hereof, provided that (A) such cash allowance shall not exceed $100,000 and (B) such cash allowance shall apply only to those costs or obligations that are incurred by you during the 24-month period following your termination of employment. (v) For a 24-month period following your termination of employment, the Company shall arrange to provide you with life and health insurance benefits no less favorable than those which you were receiving immediately prior to the Notice of Termination. Notwithstanding the foregoing, any unvested shares of Company Stock you acquired pursuant benefit described in the preceding sentence shall constitute secondary coverage with respect to any awards made under that planlife and health insurance benefits actually received by you in connection with any subsequent employment (or self-employment) during the 24-month period following your termination. (vi) Starting at age 55, you shall receive retiree medical and life benefits from the Company. Such benefits shall be treated as if no less favorable than the benefits that you would have received had completed an additional 12 months you, at the time Notice of service immediately before Termination is given, both (A) attained age 55 and (B) retired from the date on which Company. Notwithstanding the foregoing, any benefit described in the preceding sentence shall constitute secondary coverage with respect to retiree medical and life benefits actually received by you in connection with any subsequent employment (or self-employment) following your employment is terminatedtermination.

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by the Company is terminated by the Company without cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are due. (ii) At the time specified in Section 3(d) hereof, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to 1.5 times the sum of: (A) (i) your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (iI) your annual base salary in effect immediately prior to the Change in Control of the Company or (iiII) your annual base salary in effect at the time Notice of Termination is given; and (B) the greater of (I) your annual target bonus for the year in which the Change in Control occurs or, if no such target bonus has yet been determined for such year, your annual target bonus actually earned by you in the year immediately preceding the year in which the Change in Control occurs. (iii) For purposes At the time specified in Section 3(d) hereof, the Company shall pay to you, in lieu of determining amounts which may otherwise be payable to you under any bonus plan (a "Bonus Plan"), an amount in cash equal to (A) your annual target bonus for the vesting year in which the Change in Control occurs, multiplied by a fraction, (I) the numerator of which equals the number of full or partial days in such annual performance period during which you were employed by the Company and (II) the denominator of which is 365, and (B) the entire target bonus opportunity with respect to each performance period in progress under all other Bonus Plans in effect at the time of termination. Notwithstanding the foregoing, this Section 3(b)(iii) shall not apply with respect to any awards made amounts which may otherwise be payable to you under the Company’s 2000 Stock 's Senior Executive Incentive PlanPlan or any other Bonus Plan of the Company that applies primarily to "covered employees" within the meaning of Section 162(m) of the Code. (iv) The Company shall provide you with a cash allowance, as well as at the time specified in Section 3(d) hereof, for outplacement and job search activities (including, but not limited to, office and secretarial expenses) in the amount of 20% of your annual base salary and annual target bonus taken into account under Section 3(b)(ii) hereof, provided that (A) such cash allowance shall not exceed $100,000 and (B) such cash allowance shall apply only to those costs or obligations that are incurred by you during the 18-month period following your termination of employment. (v) For a 18-month period following your termination of employment, the Company shall arrange to provide you with life and health insurance benefits no less favorable than those which you were receiving immediately prior to the Notice of Termination. Notwithstanding the foregoing, any unvested shares of Company Stock you acquired pursuant benefit described in the preceding sentence shall constitute secondary coverage with respect to any awards made under that planlife and health insurance benefits actually received by you in connection with any subsequent employment (or self-employment) during the 18-month period following your termination. (vi) Starting at age 55, you shall receive retiree medical and life benefits from the Company. Such benefits shall be treated as if no less favorable than the benefits that you would have received had completed an additional 12 months you, at the time Notice of service immediately before Termination is given, both (A) attained age 55 and (B) retired from the date on which Company. Notwithstanding the foregoing, any benefit described in the preceding sentence shall constitute secondary coverage with respect to retiree medical and life benefits actually received by you in connection with any subsequent employment (or self-employment) following your employment is terminatedtermination.

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by the Company is terminated by the Company without cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are due. (ii) At the time specified in Section 3(d) hereof, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to two times the sum of: (A) (i) your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (iI) your annual base salary in effect immediately prior to the Change in Control of the Company or (iiII) your annual base salary in effect at the time Notice of Termination is given; and (B) the greater of (I) your annual target bonus for the year in which the Change in Control occurs or, (II) if no such target bonus has yet been determined for such year, your annual target bonus actually earned by you in the year immediately preceding the year in which the Change in Control occurs. (iii) For purposes At the time specified in Section 3(d) hereof, the Company shall pay to you, in lieu of determining amounts which may otherwise be payable to you under any bonus plan (a "Bonus Plan"), an amount in cash equal to (A) your annual target bonus for the vesting year in which the Change in Control occurs, multiplied by a fraction, (I) the numerator of which equals the number of full or partial days in such annual performance period during which you were employed by the Company and (II) the denominator of which is 365, and (B) the entire target bonus opportunity with respect to each performance period in progress under all other Bonus Plans in effect at the time of termination. Notwithstanding the foregoing, this Section 3(b)(iii) shall not apply with respect to any awards made amounts which may otherwise be payable to you under the Company’s 2000 Stock 's Senior Executive Incentive PlanPlan or any other Bonus Plan of the Company that applies primarily to "covered employees" within the meaning of Section 162(m) of the Code. (iv) The Company shall provide you with a cash allowance, as well as at the time specified in Section 3(d) hereof, for outplacement and job search activities (including, but not limited to, office and secretarial expenses) in the amount of 20% of your annual base salary and annual target bonus taken into account under Section 3(b)(ii) hereof, PROVIDED THAT (A) such cash allowance shall not exceed $100,000 and (B) such cash allowance shall apply only to those costs or obligations that are incurred by you during the 36-month period following your termination of employment. (v) For a 24-month period following your termination of employment, the Company shall arrange to provide you with life and health insurance benefits no less favorable than those which you were receiving immediately prior to the Notice of Termination. Notwithstanding the foregoing, any unvested shares of Company Stock you acquired pursuant benefit described in the preceding sentence shall constitute secondary coverage with respect to any awards made under that planlife and health insurance benefits actually received by you in connection with any subsequent employment (or self-employment) during the 24-month period following your termination. (vi) Starting at age 55, you shall receive retiree medical and life benefits from the Company. Such benefits shall be treated as if no less favorable than the benefits that you would have received had completed an additional 12 months you, at the time Notice of service immediately before Termination is given, both (A) attained age 55 and (B) retired from the date on which Company. Notwithstanding the foregoing, any benefit described in the preceding sentence shall constitute secondary coverage with respect to retiree medical and life benefits actually received by you in connection with any subsequent employment (or self-employment) following your employment is terminatedtermination.

Termination by the Company Without Cause or by You for Good Reason. If during You acknowledge and agree that if, prior to the Protected Period expiration of the Term, either (a) the Company terminates your employment by the Company is terminated by the Company without cause Cause or by (b) you resign for Good ReasonReason (the date of either of the foregoing, the “CPO Termination Date”), then this Employment Agreement will terminate and you will only be entitled to the payments and benefits set forth below. (a) Upon the CPO Termination Date, you will be entitled to (i) any then unpaid Base Salary set forth in Section 2 hereof and (ii) any earned bonus to which you are entitled under the terms of the Bonus Plan as set forth in Section 3 hereof for the year prior to the CPO Termination Date that you have not yet received as of the CPO Termination Date. (b) Subject to your satisfaction of the Release Requirement set forth in Section 10(c) below, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as followsfollowing: (i) The Company shall pay you A payment, in full satisfaction of any bonus otherwise due under Section 3 above and the Bonus Plan in respect of the year in which the CPO Termination Date occurs, of a prorated portion of the Target Bonus, with such proration based on the number of days of your full base salary employment hereunder between January 1 of such year through the CPO Termination Date, relative 365 days; (ii) A payment equal to the Base Salary (or if such termination occurs during a Corporate Transaction Period, a payment equal to 1.5 times the Base Salary); (iii) A payment equal to the Target Bonus (or if such termination occurs during a Corporate Transaction Period, a payment equal to 1.5 times the Target Bonus); (iv) Subject to your timely election of COBRA benefits, a payment equal to the product of (x) the monthly COBRA premium cost payable by you for group health insurance benefits at such time, and (y) twelve (12) months (or if such termination occurs during a Corporate Transaction Period, twenty-four (24) months); and (v) The following equity award benefits: (A) acceleration of the service vesting of then outstanding PSOs (if any) that otherwise would have become service-vested over the twelve (12) months following the CPO Termination Date, with any such PSOs continuing to be eligible to become vested subject to achievement of any applicable Stock Price Hurdles prior to the first anniversary of such CPO Termination Date and the continued ability to exercise the PSOs until the second anniversary of the CPO Termination at Date, (B) subject to any then outstanding PSUs becoming vested based on achievement of the rate applicable performance targets on or prior to the first anniversary of the Effective Date, acceleration of the service vesting of such PSUs that otherwise would have become service-vested over the twelve (12) months following the CPO Termination Date, based on vesting in effect at equal monthly installments, not equal annual installments, for such PSUs, and (C) acceleration of the time Notice service vesting of then outstanding RSUs (if any) that otherwise would have become service-vested over the twelve (12) months following the CPO Termination is givenDate, based on vesting in equal monthly installments, not equal annual installments, for such RSUs. Notwithstanding the foregoing, if such termination of employment occurs during a Corporate Transaction Period: (x) on the Corporate Transaction, if the performance target applicable to the PSUs has not yet been achieved, such PSUs shall become vested based on the greater of target or actual performance (as the same shall be determined as of immediately prior to the Corporate Transaction), (y) on the later of the CPO Termination Date or the Corporate Transaction, the service-vesting of any the outstanding PSOs, PSUs and RSUs shall be fully and immediately accelerated and (z) the PSOs shall continue to be exercisable until the second anniversary of the CPO Termination Date. (c) As a condition to receiving the payments and benefits that are provided for in this Section 10(b) above, you must execute a written release, in substantially the form attached hereto as Exhibit A (the “Release”), which must become effective no later than the fifth 60th day following the Date date of Terminationyour CPO Termination Date, and if not, you shall receive will forfeit any right to payments or benefits under this Employment Agreement. To become effective, the Release must be executed by you and any revocation periods (as required by statute, regulation, or otherwise) must have expired without you having revoked the Release. In addition, in no event will any payments or benefits be paid or provided until the Release actually becomes effective and you may not execute the Release prior to the CPO Termination Date. Subject to the foregoing and Section 19, all other amounts to which you are entitled under any compensation or benefit plan of the Companypayments referenced in Section 10(b)(i), at the time such payments are due. (ii) At the time specified and (iii) and any PSUs and RSUs that vest pursuant to 10(b)(v) shall be paid in Section 3(d) hereof, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal or settled on the eighth (8th) day following the CPO Termination Date or the date the Release becomes effective, whichever is later; provided however, that no PSUs that accelerate due to a qualifying termination that occurs outside of the sum of: (A) (i) your average bonus for Corporate Transaction Period will be settled until the three prior full calendar years Compensation Committee certifies the achievement of employment with the Company (applicable performance targets, and provided further, that all such payments and PSU and RSUs shall be paid or such lesser number settled no later than March 15 of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (i) following your annual base salary in effect immediately prior to the Change in Control of the Company or (ii) your annual base salary in effect at the time Notice of CPO Termination is givenDate. (iii) For purposes of determining the vesting of any awards made to you under the Company’s 2000 Stock Incentive Plan, as well as any unvested shares of Company Stock you acquired pursuant to any awards made under that plan, you shall be treated as if you had completed an additional 12 months of service immediately before the date on which your employment is terminated.

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by the Company is terminated by the Company without cause Cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by the Company is terminated prior to by the Company without Cause or by you for Good Reason after a Potential Change in Control at but prior to the request of a Person engaging Change in a transaction or series of transactions that would result in a Control contemplated by such Potential Change in Control, the Protected Period shall commence upon the subsequent occurrence of a such Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the such Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than on the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any equity, compensation or benefit plan of the Company, at the time such payments are duedue in accordance with the terms of such equity, compensation or benefit plan. (ii) At In the time specified payroll period next following the payroll period in Section 3(d) hereofwhich your Date of Termination occurs, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to one times the sum of: (A) (i) your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (iI) your annual base salary in effect immediately prior to the Change in Control of the Company or (iiII) your annual base salary in effect at the time Notice of Termination is given; and (B) the greater of (I) your annual target bonus for the year in which the Change in Control occurs or, (II) if no such target bonus has yet been determined for such year, the annual bonus actually earned by you in the year immediately preceding the year in which the Change in Control occurs. (iii) For purposes In the payroll period next following the payroll period in which your Date of determining Termination occurs, the vesting Company shall pay to you, in lieu of any awards made amounts which may otherwise be payable to you under the Executive Annual Incentive Plan or any other bonus, incentive or award plan (the “Bonus Plan”), an amount in cash equal to (A) that portion of your annual target bonus payable in cash for the year in which the Change in Control occurs, multiplied by a fraction, (I) the numerator of which equals the number of full or partial days in such annual performance period during which you were employed by the Company and (II) the denominator of which is 365, and (B) the entire target bonus opportunity with respect to each performance or vesting period in progress under all Bonus Plans in effect at the time of termination; provided, however, if you have previously deferred any award payable under any such Bonus Plan, the terms of the applicable Bonus Plan shall determine the time of payment of the cash amount that is payable under this Section 3(b)(iii) in lieu of such award and in the event that any such cash payment must be delayed by reason of your previous deferral of the corresponding award under such Bonus Plan or by reason of the application of Section 3(c) of this Agreement, such cash amount will be adjusted to reflect the deferred payment date by multiplying the cash amount by the product of the six-month CMT Treasury Xxxx annualized yield rate as published by the U.S. Treasury for the date on which the cash amount would have been paid to you under this Section 3(b)(iii) but for such delay (or the most appropriate surrogate for such rate if such rate is not available) multiplied by a fraction, the numerator of which is the number of days from and including the date on which the cash amount would have been paid to you under this Section 3(b)(iii) but for such delay and including the date of payment of such cash amount to you and the denominator of which is 365 and the Company shall pay such adjusted cash amount to you. (iv) The Company shall provide you with a cash allowance for outplacement and job search activities (including, but not limited to, office and secretarial expenses) in the amount of 20% of your annual base salary and annual target bonus taken into account under Section 3(b)(ii) hereof, provided that (A) such cash allowance shall not exceed $100,000 and (B) such cash allowance shall apply only to those costs or obligations that are incurred by you before the last day of the second calendar year following the calendar year in which your Date of Termination occurs. Payments of such cash allowance shall be made on the fifteenth day following the submission of each receipt to the Company evidencing costs or obligations incurred by you in connection with outplacement and job search activities, but in no event later than the last day of the third calendar year following the calendar year in which your Date of Termination occurs. (v) Notwithstanding the provisions of your Restrictive Covenant Agreement with the Company, your agreement set forth in such Restrictive Covenant Agreement not to compete with the Company for one year after your termination of employment shall not apply; however, the other provisions of your Restrictive Covenant Agreement shall remain in full force and effect, including without limitation, the non-solicitation, non-disclosure, confidentiality and non-disparagement covenants set forth therein. (vi) If you are an expatriate, you will be repatriated, at the Company’s 2000 Stock Incentive Planexpense, as well as any unvested shares of Company Stock you acquired pursuant to your home country or to any awards made under other country you choose provided that planthe Company’s cost for your repatriation will not exceed the cost the Company would have incurred had it repatriated you to your home country. Your repatriation allowances and benefits will be as described in the Company’s Long-Term Assignment Policy, including the time and form of payment of such allowances and benefits, but there will be no claw-back of any relocation costs by reason of the early termination of your assignment. (vii) During the 12-month period following your termination of employment, you shall be treated will continue to participate in the Company’s health and life insurance plans and programs in which you were participating immediately prior to your termination, the terms of which allow your continued participation, as if you had completed an additional 12 months of service immediately continued in employment with the Company during such period, and on terms no less favorable than the terms applicable to you before the date Change in Control. For so long as you participate in the Company plans and programs referred to in this Section 3(b)(vii), you shall receive cash payments equal on an after-tax basis to your cost for participating in such plans and programs, with such payments to be made by the Company to you on a monthly basis and in accordance with Section 3(c) of this Agreement. If and when the terms of the Company plans and programs referred to in this Section 3(b)(vii) do not allow your continued participation, you shall instead be paid cash payments equivalent on an after-tax basis to the value of the additional benefits described in this Section 3(b)(vii) that you would have received under such plans or programs had you continued to be employed during such period, with such payments to be made by the Company to you on a monthly basis during such period and in accordance with Section 3(c) of this Agreement (it being understood that the Company payments to you attributable to these benefits will be equal on an after-tax basis to the full monthly premium cost to you to purchase such benefits independently, and shall not be limited to the value of the Company contribution, if any, to the cost of an employee’s coverage under any such health or life insurance plan, but shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating). Notwithstanding the foregoing, the benefits described in this Section 3(b)(vii) shall constitute secondary coverage with respect to any health or life insurance benefits actually received by you in connection with any subsequent employment (or self-employment) during the 12-month period following your termination. In addition, notwithstanding the foregoing, nothing in this Section 3(b)(vii) shall alter any right you may have to participate in any Company health or life insurance plan or program that covers former employees of the Company in accordance with the generally applicable terms of such plan or program. (viii) When you attain age 55, if you are eligible to participate in the Company’s retiree health and life insurance plans, you will receive monthly payments from the Company to reimburse you for your cost to participate in those plans, grossed up for your taxes, for so long as you are eligible to participate in those plans. If and when you are not eligible to participate in the Company’s retiree health and life insurance plans (including, but not limited to, as a result of such plans’ termination), you will instead receive cash payments equivalent on an after-tax basis to the value of the retiree health and life insurance benefits you would have received under the Company’s retiree health and life insurance plans (providing benefits no less than those provided in the year in which you first entered into a Change in Control Agreement with the Company) had you qualified for full retiree health and life insurance benefits under the Company’s retiree health and life insurance plans, with such payments to be made by the Company to you on a monthly basis (it being understood that the Company payments to you attributable to the retiree health and life insurance benefits will be equal on an after-tax basis to the full monthly premium cost to you to purchase such benefits independently, and shall not be limited to the value of the Company contribution, if any, to the cost of coverage under the Company’s retiree health and life insurance plans, but shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating). Notwithstanding the foregoing, the benefits described in this Section 3(b)(viii) shall constitute secondary coverage with respect to any health or life insurance benefits actually received by you in connection with any subsequent employment (or self-employment) or otherwise following your employment is terminatedattainment of age 55.

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by the Company is terminated by the Company without cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b), and, to the extent that any amount remains outstanding on your Date of Termination with respect to the relocation loan provided by the Company to you in connection with your relocation to San Diego, all amounts outstanding under that loan shall be due and payable on the earlier of the one-year anniversary of your Date of Termination or the date provided for in the loan agreement. If your employment by the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are due. (ii) At the time specified in Section 3(d) hereof, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to the sum of: (A) (i) your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (i) your annual base salary in effect immediately prior to the Change in Control of the Company or (ii) your annual base salary in effect at the time Notice of Termination is given. (iii) For purposes of determining the vesting of any awards made to you under the Company’s 2000 Stock Incentive Plan, as well as any unvested shares of Company Stock you acquired pursuant to any awards made under that plan, you shall be treated as if you had completed an additional 12 months of service immediately before the date on which your employment is terminated.

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by the Company is terminated by the Company without cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are due. (ii) At the time specified in Section 3(d) hereof, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to three times the sum of: (A) (i) your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (iI) your annual base salary in effect immediately prior to the Change in Control of the Company or (iiII) your annual base salary in effect at the time Notice of Termination is given; and (B) the greater of (I) your annual target bonus for the year in which the Change in Control occurs or, (II) if no such target bonus has yet been determined for such year, your annual target bonus actually earned by you in the year immediately preceding the year in which the Change in Control occurs. (iii) You shall be deemed fully vested under any nonqualified pension plan of a type described in Section 201(2) of the Employee Retirement Income Security Act of 1974, as amended, in which you participate at the time of the Change in Control (except for any such plan established for the sole purpose of restoring qualified pension benefits that were reduced due to limitations imposed by Sections 415 and 401(a)(7) of the Internal Revenue Code of 1986, as amended (the "Code")), and such nonqualified pension plan shall be referred to as a "Covered Top-Hat Plan" for purposes of this Section 3(b)(iii). The benefit to which you shall be entitled under any Covered Top-Hat Plan (the "Covered Top-Hat Plan Benefit") shall be determined using: (A) the maximum credited service allowed to be taken into account under the Covered Top-Hat Plan's benefit formula; and (B) your salary and bonus taken into account under Section 3(b)(ii) hereof as your final average compensation. Your Covered Top-Hat Plan benefit shall be payable upon the later of (A) the date on which you turn 55 or (B) the date on which you terminate employment from the Company. For purposes of determining calculating your Covered Top-Hat Plan Benefit, you shall be deemed to have retired from the vesting Company at normal retirement age as if the Company had consented to such retirement. Exhibit A to this Agreement sets forth an example of how the compensation and benefits provided under this Section 3(b)(iii) shall be determined. (iv) At the time specified in Section 3(d) hereof, the Company shall pay to you, in lieu of amounts which may otherwise be payable to you under any awards made bonus plan (a "Bonus Plan"), an amount in cash equal to (A) your annual target bonus for the year in which the Change in Control occurs, multiplied by a fraction, (I) the numerator of which equals the number of full or partial days in such annual performance period during which you were employed by the Company and (II) the denominator of which is 365, and (B) the entire target bonus opportunity with respect to each performance period in progress under all other Bonus Plans in effect at the time of termination. Notwithstanding the foregoing, this Section 3(b)(iv) shall not apply with respect to any amounts which may otherwise be payable to you under the Company’s 2000 Stock 's Senior Executive Incentive PlanPlan or any other Bonus Plan of the Company that applies primarily to "covered employees" within the meaning of Section 162(m) of the Code. (v) The Company shall provide you with a cash allowance, as well as at the time specified in Section 3(d) hereof, for outplacement and job search activities (including, but not limited to, office and secretarial expenses) in the amount of 20% of your annual base salary and annual target bonus taken into account under Section 3(b)(ii) hereof, provided that (A) such cash allowance shall not exceed $100,000 and (B) such cash allowance shall apply only to those costs or obligations that are incurred by you during the 36-month period following your termination of employment. (vi) For a 36-month period following your termination of employment, the Company shall arrange to provide you with life and health insurance benefits no less favorable than those which you were receiving immediately prior to the Notice of Termination. Notwithstanding the foregoing, any unvested shares of Company Stock you acquired pursuant benefit described in the preceding sentence shall constitute secondary coverage with respect to any awards made under that planlife and health insurance benefits actually received by you in connection with any subsequent employment (or self-employment) during the 36-month period following your termination. (vii) Starting at age 55, you shall receive retiree medical and life benefits from the Company. Such benefits shall be treated as if no less favorable than the benefits that you would have received had completed an additional 12 months you, at the time Notice of service immediately before Termination is given, both (A) attained age 55 and (B) retired from the date on which Company. Notwithstanding the foregoing, any benefit described in the preceding sentence shall constitute secondary coverage with respect to retiree medical and life benefits actually received by you in connection with any subsequent employment (or self-employment) following your employment is terminatedtermination.

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by the Company is terminated by the Company without cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are due. (ii) At the time specified in Section 3(d) hereof, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to two times the sum of: : (A) (i) your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (iI) your annual base salary in effect immediately prior to the Change in Control of the Company or (iiII) your annual base salary in effect at the time Notice of Termination is given. (iii) For purposes of determining the vesting of any awards made to you under the Company’s 2000 Stock Incentive Plan, as well as any unvested shares of Company Stock you acquired pursuant to any awards made under that plan, you shall be treated as if you had completed an additional 12 months of service immediately before the date on which your employment is terminated.; and

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by with the Company is terminated by the Company without cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by with the Company is terminated without Cause prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination (as hereinafter defined) shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination (as hereinafter defined) shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full any accrued but unpaid base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are due. (ii) At the time specified in Section 3(d) hereof, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to 1.5 times the sum of: (A) (i) your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (iI) your annual base salary in effect immediately prior to the Change in Control of the Company or (iiII) your annual base salary in effect at the time Notice of Termination is given; and (B) your annual target bonus for the year in which the Change in Control occurs or, if no such target bonus has yet been determined for such year, your annual target bonus for the year immediately preceding the year in which the Change in Control occurs. (iii) For purposes At the time specified in Section 3(d) hereof, the Company shall pay to you, in lieu of determining the vesting of any awards made amounts which otherwise may be payable to you under any bonus plan (a "Bonus Plan"), an amount in cash equal to (A) your annual target bonus for the year in which the Change in Control occurs, multiplied by a fraction (I) the numerator of which equals the number of full or partial days occurring between January 1 of the year in which your date of termination occurs up until (and including) the date of your termination of employment, and (II) the denominator of which is 365, plus (B) your target bonus opportunity with respect to any other performance period in progress under all Bonus Plans in effect at the time of termination (other than the period for which you are paid pursuant to clause (A)), multiplied (in each case) by a fraction (I) the numerator of which equals the number of full or partial days elapsed from the beginning of the applicable performance period through the date of your termination and (II) the denominator of which is the total number of days in the applicable performance period. (iv) For a 36-month period following your termination of employment, the Company shall arrange to provide you with life and health insurance benefits no less favorable than those which you were receiving immediately prior to the Notice of Termination. Notwithstanding the foregoing, any benefit described in the preceding sentence shall constitute secondary coverage with respect to any life and health insurance benefits actually received by you in connection with any subsequent employment (or self-employment) during the 36-month period following your termination. (v) Starting at age 55, the Company shall provide you with retiree medical and life insurance benefits that are no less favorable than the most favorable retiree medical and life insurance benefits that the Company has provided to any executive officer who has retired on or prior to the time Notice of Termination is given to you, provided that you have both (A) attained age 55 at such time and (B) have achieved such years of service that have been recognized for purposes of benefit accrual under the employee benefit plans of the Company that would allow you to retire under any pension benefit plans maintained by the Company’s 2000 Stock Incentive Plan. Notwithstanding the foregoing, as well as any unvested shares of Company Stock benefit described in the preceding sentence shall constitute secondary coverage with respect to retiree medical and life benefits actually received by you acquired pursuant to in connection with any awards made under that plan, you shall be treated as if you had completed an additional 12 months of service immediately before the date on which subsequent employment (or self-employment) following your employment is terminatedtermination.

Termination by the Company Without Cause or by You for Good Reason. If during In the Protected Period event that the Company terminates your employment by the Company is terminated by the Company without cause Cause or by you terminate your employment for Good Reason, you shall be entitled in each case, in accordance with the provisions of Section 3(a)(iv) or 3(a)(vi) hereof (but not for any other reason, including without limitation under Sections 3(a)(i), (ii), (iii) or (v)) and conditioned on your compliance with this Agreement during the Notice Period, then in addition to the compensation amounts you have received during the Notice Period and benefits described any other amounts provided in this Section 3(b4(a). If , but subject to your employment by timely satisfaction of the Company is terminated prior to a Change condition precedent in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in ControlSection 4(e) below, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall following will be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed provided to have occurred immediately you following the Change in Control, and termination of the Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as followsPeriod: (i) The Company shall pay you your full base salary through the Date of Termination You will be paid a lump sum amount equal to one (1) year’s Base Salary at the rate in effect at the time Notice of Termination is givenimmediately prior to said termination, to be paid no later than the fifth day sixty (60) days following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are due.your termination; (ii) At With respect to the time specified Annual Bonus for the calendar year prior to the calendar year in which your termination occurs, you will be excused from the requirement in Section 3(d2(b) hereof, that you must be actively employed with the Company shall pay you, on the date of disbursement in lieu of any further salary, bonus or severance payments for periods subsequent order to receive the Annual Bonus and such Annual Bonus will be paid during the period set forth in Section 2(b) above; iii) You will be paid an amount equal to the Date of TerminationAnnual Bonus that you would have been entitled to receive for the calendar year in which your termination occurs, calculated as if all targets were met, to be paid in a lump sum amount in cash equal no later than sixty (60) days following your termination; iv) You will be paid a pro-rata portion of your Annual Bonus that you would have been entitled to the sum of: (A) (i) your average bonus receive for the three prior full calendar years of employment with year in which your termination occurs, based on the Company (or such lesser number of full calendar years during which days you were employed by the Company)Parent Group during such year and calculated as if all targets were met, times to be paid in a lump sum no later than sixty (ii60) days following your termination; v) You will be paid an amount equal to premiums you would have paid if you had elected COBRA under the number Company group health, dental and vision plans, as applicable, at the same level of coverage as you had immediately prior to your termination, for the twelve (12) month period following your termination. Such payment shall be paid in a lump sum no later than sixty (60) days in the calendar year through the Date of Termination, divided by (iii) 365following your termination; and (Bvi) Subject to your compliance with the greater of 100 percent of (i) your annual base salary obligations set forth in effect immediately prior Sections 5, 7, 8, 9 and 10 below, all Restricted Stock Units and other equity awards previously awarded to the Change in Control you which have not vested as of the Company or (ii) date of your annual base salary in effect at the time Notice of Termination is giventermination, if any, shall immediately vest upon your termination. (iii) For purposes of determining the vesting of any awards made to you under the Company’s 2000 Stock Incentive Plan, as well as any unvested shares of Company Stock you acquired pursuant to any awards made under that plan, you shall be treated as if you had completed an additional 12 months of service immediately before the date on which your employment is terminated.

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by the Company is terminated by the Company without cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are due. (ii) At the time specified in Section 3(d) hereof, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to three times the sum of: (A) (i) your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (iI) your annual base salary in effect immediately prior to the Change in Control of the Company or (iiII) your annual base salary in effect at the time Notice of Termination is given; and (B) the greater of (I) your annual target bonus for the year in which the Change in Control occurs or, (II) if no such target bonus has yet been determined for such year, your annual target bonus actually earned by you in the year immediately preceding the year in which the Change in Control occurs. (iii) For purposes At the time specified in Section 3(d) hereof, the Company shall pay to you, in lieu of determining amounts which may otherwise be payable to you under any bonus plan (a "Bonus Plan"), an amount in cash equal to (A) your annual target bonus for the vesting year in which the Change in Control occurs, multiplied by a fraction, (I) the numerator of which equals the number of full or partial days in such annual performance period during which you were employed by the Company and (II) the denominator of which is 365, and (B) the entire target bonus opportunity with respect to each performance period in progress under all other Bonus Plans in effect at the time of termination. Notwithstanding the foregoing, this Section 3(b)(iii) shall not apply with respect to any awards made amounts which may otherwise be payable to you under the Company’s 2000 Stock 's Senior Executive Incentive PlanPlan or any other Bonus Plan of the Company that applies primarily to "covered employees" within the meaning of Section 162(m) of the Code. (iv) The Company shall provide you with a cash allowance, as well as at the time specified in Section 3(d) hereof, for outplacement and job search activities (including, but not limited to, office and secretarial expenses) in the amount of 20% of your annual base salary and annual target bonus taken into account under Section 3(b)(ii) hereof, provided that (A) such cash allowance shall not exceed $100,000 and (B) such cash allowance shall apply only to those costs or obligations that are incurred by you during the 36-month period following your termination of employment. (v) For a 36-month period following your termination of employment, the Company shall arrange to provide you with life and health insurance benefits no less favorable than those which you were receiving immediately prior to the Notice of Termination. Notwithstanding the foregoing, any unvested shares of Company Stock you acquired pursuant benefit described in the preceding sentence shall constitute secondary coverage with respect to any awards made life and health insurance benefits actually received by you in connection with any subsequent employment (or self-employment) during the 36-month period following your termination. (vi) No retiree medical and life benefits will be provided to you hereunder or otherwise by the Company or any subsidiary (this does not limit your rights under that planSection 3(b)(v) above, however). In lieu thereof, starting at the later of age 55 or after benefits are no longer provided under Section 3(b)(v) above, you will receive a lump sum equivalent on an after-tax basis to the value of coverage that would provide to you retiree medical and life benefits no less favorable than the benefits that you would have received had you, at the time the Notice of Termination was given, both (A) attained age 55 and (B) retired from the Company, assuming that such benefits described in this sentence would have constituted secondary coverage with respect to retiree medical and life benefits actually received by you in connection with any subsequent employment (or self-employment) following your termination. For this purpose, it is understood that the lump sum will be equal on an after-tax basis to the present value of the cost of retiree medical and life coverage under the Company's Health Plan (the "Health Plan") that would have been incurred by the Company on behalf of you, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year in which such lump sum is paid. The lump sum shall be treated calculated by the actuary for the Health Plan and paid in cash as if soon as administratively practicable following the expiration of the benefits-continuation period under Section 3(b)(v). You agree to promptly notify the Company of any employment or other arrangement by which you had completed an additional 12 months provide services during the benefits-continuation periods under Section 3(b)(v) and Section 3(b)(vi) and of service immediately before the date on nature and extent of benefits for which your employment is terminatedyou become eligible during such periods which would reduce or terminate benefits under Section 3(b)(v) or this Section 3(b)(vi).

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by the Company is terminated by the Company (or any of its affiliates) terminates Your employment without cause Cause or by if you terminate Your employment for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by then the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are due. (ii) At the time specified in Section 3(d) hereof, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to the sum ofshall: (A) pay You (i) your average (x) Your Base Salary due through the date of termination, (y) Your annual cash bonus for a completed fiscal year that remains unpaid as of the time of such termination, and (z) any other accrued, vested benefits to which you may be entitled pursuant to the terms of employee benefit plans, (ii) an amount equal to fifty percent (50%) of Your then-current annual Base Salary, such amount paid in accordance with the normal payroll practices of the Company during the six (6) month period commencing on Your date of termination (the “Severance Period”), with the first installment paid within sixty (60) days following Your termination of employment and such first installment including such amounts as would have otherwise been paid during the period beginning on the date of Your termination of employment and ending on such payment date, and (iii) a pro rata portion of Your annual cash bonus for the three prior full calendar years fiscal year of employment termination, with such bonus based on actual performance results for the fiscal year of termination and pro-rated for the portion of the year during which You were employed by the Company and such bonus payable at the same time bonuses are paid to similarly situated employees of the Company (but in any event no later than two and a half months following the fiscal year in which the bonus is earned); provided, however, that if the conditions of Section 5 have not been met upon the date(s) that any payment is or payments are due pursuant to clauses (ii) and (iii) under this Section 4(d)(A), such lesser number payment(s) will not be made upon the date specified above, and such withheld payment(s) will instead be made, subject to Section 22, on the first payroll date following the effective date of full calendar years the Separation & Release Agreement; and (B) reimburse You, on a monthly basis, for any COBRA premiums You pay for You and any of Your dependents during which you were the Severance Period (less the amount of any premium amount that would have been payable by You for such coverage, if any, if You had been actively employed by the Company), times (ii) if and to the number of days extent You and/or Your eligible dependents are entitled to and elect COBRA continuation coverage under the Company’s major medical group plan in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (i) your annual base salary in effect which You and/or Your dependents participated immediately prior to the Change date of termination, provided, however, that (i) notwithstanding anything in Control this subsection to the contrary, all other terms and provisions of the Company or major medical group plan governing Your rights and Your dependent’s rights under COBRA shall apply, (ii) your annual base salary in effect at payments pursuant to this Section 4(d)(B) shall cease earlier than the time Notice expiration of Termination is given. the Severance Period if You become eligible to receive health benefits pursuant to a plan maintained by a subsequent employer, including through a spouse’s employer, during such period, and You shall promptly notify the Company of Your becoming eligible for such coverage, (iii) For purposes amounts paid by the Company will be taxable to the extent required to avoid adverse consequences to You or the Company under either Code §105(h) or the Patient Protection and Affordable Care Act of determining 2010 and (iv) if the vesting conditions of Section 5 have not been met upon the date(s) that any awards made to you under the Company’s 2000 Stock Incentive Plan, as well as any unvested shares of Company Stock you acquired reimbursement is or reimbursements are due pursuant to this Section 4(d)(B), such reimbursement(s) will not be made until the conditions of Section 5 have been met, and any awards made under that plansuch withheld reimbursement(s) will instead be made, you shall be treated as if you had completed an additional 12 months subject to Section 22, on the first payroll date following the effective date of service immediately before the date on which your employment is terminatedSeparation & Release Agreement.

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by the Company is terminated by the Company without cause Cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by the Company is terminated prior to by the Company without Cause or by you for Good Reason after a Potential Change in Control at but prior to the request of a Person engaging Change in a transaction or series of transactions that would result in a Control contemplated by such Potential Change in Control, the Protected Period shall commence upon the subsequent occurrence of a such Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the such Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than on the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any equity, compensation or benefit plan of the Company, at the time such payments are duedue in accordance with the terms of such equity, compensation or benefit plan. (ii) At In the time specified payroll period next following the payroll period in Section 3(d) hereofwhich your Date of Termination occurs, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to two times the sum of: (A) (i) your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (iI) your annual base salary in effect immediately prior to the Change in Control of the Company or (iiII) your annual base salary in effect at the time Notice of Termination is given; and (B) the greater of (I) your annual target bonus for the year in which the Change in Control occurs or, (II) if no such target bonus has yet been determined for such year, the annual bonus actually earned by you in the year immediately preceding the year in which the Change in Control occurs. (iii) For purposes In the payroll period next following the payroll period in which your Date of determining Termination occurs, the vesting Company shall pay to you, in lieu of any awards made amounts which may otherwise be payable to you under the Executive Annual Incentive Plan or any other bonus, incentive or award plan (the “Bonus Plan”), an amount in cash equal to (A) that portion of your annual target bonus payable in cash for the year in which the Change in Control occurs, multiplied by a fraction, (I) the numerator of which equals the number of full or partial days in such annual performance period during which you were employed by the Company and (II) the denominator of which is 365, and (B) the entire target bonus opportunity with respect to each performance or vesting period in progress under all Bonus Plans in effect at the time of termination; provided, however, if you have previously deferred any award payable under any such Bonus Plan, the terms of the applicable Bonus Plan shall determine the time of payment of the cash amount that is payable under this Section 3(b)(iii) in lieu of such award and in the event that any such cash payment must be delayed by reason of your previous deferral of the corresponding award under such Bonus Plan or by reason of the application of Section 3(c) of this Agreement, such cash amount will be adjusted to reflect the deferred payment date by multiplying the cash amount by the product of the six-month CMT Treasury Xxxx annualized yield rate as published by the U.S. Treasury for the date on which the cash amount would have been paid to you under this Section 3(b)(iii) but for such delay (or the most appropriate surrogate for such rate if such rate is not available) multiplied by a fraction, the numerator of which is the number of days from and including the date on which the cash amount would have been paid to you under this Section 3(b)(iii) but for such delay and including the date of payment of such cash amount to you and the denominator of which is 365 and the Company pay such adjusted cash amount to you. (iv) The Company shall provide you with a cash allowance for outplacement and job search activities (including, but not limited to, office and secretarial expenses) in the amount of 20% of your annual base salary and annual target bonus taken into account under Section 3(b)(ii) hereof, provided that (A) such cash allowance shall not exceed $100,000 and (B) such cash allowance shall apply only to those costs or obligations that are incurred by you before the last day of the second calendar year following the calendar year in which your Date of Termination occurs. Payments of such cash allowance shall be made on the fifteenth day following the submission of each receipt to the Company evidencing costs or obligations incurred by you in connection with outplacement and job search activities, but in no event later than the last day of the third calendar year following the calendar year in which your Date of Termination occurs. (v) Notwithstanding the provisions of your Restrictive Covenant Agreement with the Company, your agreement set forth in such Restrictive Covenant Agreement not to compete with the Company for one year after your termination of employment shall not apply; however, the other provisions of your Restrictive Covenant Agreement shall remain in full force and effect, including without limitation, the non-solicitation, non-disclosure, confidentiality and non-disparagement covenants set forth therein. (vi) If you are an expatriate, you will be repatriated, at the Company’s 2000 Stock Incentive Planexpense, as well as any unvested shares of Company Stock you acquired pursuant to your home country or to any awards made under other country you choose provided that planthe Company’s cost for your repatriation will not exceed the cost the Company would have incurred had it repatriated you to your home country. Your repatriation allowances and benefits will be as described in the Company’s Long-Term Assignment Policy, including the time and form of payment of such allowances and benefits, but there will be no claw-back of any relocation costs by reason of the early termination of your assignment. (vii) During the 24-month period following your termination of employment, you shall be treated will continue to participate in the Company’s health and life insurance plans and programs in which you were participating immediately prior to your termination, the terms of which allow your continued participation, as if you had completed an additional 12 months of service immediately continued in employment with the Company during such period, and on terms no less favorable than the terms applicable to you before the date Change in Control. For so long as you participate in the Company plans and programs referred to in this Section 3(b)(vii), you shall receive cash payments equal on an after-tax basis to your cost for participating in such plans and programs, with such payments to be made by the Company to you on a monthly basis and in accordance with Section 3(c) of this Agreement. If and when the terms of the Company plans and programs referred to in this Section 3(b)(vii) do not allow your continued participation, you shall instead be paid cash payments equivalent on an after-tax basis to the value of the additional benefits described in this Section 3(b)(vii) that you would have received under such plans or programs had you continued to be employed during such period, with such payments to be made by the Company to you on a monthly basis during such period and in accordance with Section 3(c) of this Agreement (it being understood that the Company payments to you attributable to these benefits will be equal on an after-tax basis to the full monthly premium cost to you to purchase such benefits independently, and shall not be limited to the value of the Company contribution, if any, to the cost of an employee’s coverage under any such health or life insurance plan, but shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating). Notwithstanding the foregoing, the benefits described in this Section 3(b)(vii) shall constitute secondary coverage with respect to any health or life insurance benefits actually received by you in connection with any subsequent employment (or self-employment) during the 24-month period following your termination. In addition, notwithstanding the foregoing, nothing in this Section 3(b)(vii) shall alter any right you may have to participate in any Company health or life insurance plan or program that covers former employees of the Company in accordance with the generally applicable terms of such plan or program. (viii) When you attain age 55, if you are eligible to participate in the Company’s retiree health and life insurance plans, you will receive monthly payments from the Company to reimburse you for your cost to participate in those plans, grossed up for your taxes, for so long as you are eligible to participate in those plans. If and when you are not eligible to participate in the Company’s retiree health and life insurance plans (including, but not limited to, as a result of such plans’ termination), you will instead receive cash payments equivalent on an after-tax basis to the value of the retiree health and life insurance benefits you would have received under the Company’s retiree health and life insurance plans (providing benefits no less than those provided in the year in which you first entered into a Change in Control Agreement with the Company) had you qualified for full retiree health and life insurance benefits under the Company’s retiree health and life insurance plans, with such payments to be made by the Company to you on a monthly basis (it being understood that the Company payments to you attributable to the retiree health and life insurance benefits will be equal on an after-tax basis to the full monthly premium cost to you to purchase such benefits independently, and shall not be limited to the value of the Company contribution, if any, to the cost of coverage under the Company’s retiree health and life insurance plans, but shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating). Notwithstanding the foregoing, the benefits described in this Section 3(b)(viii) shall constitute secondary coverage with respect to any health or life insurance benefits actually received by you in connection with any subsequent employment (or self-employment) or otherwise following your employment is terminatedattainment of age 55.

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by the Company is terminated by the Company without cause Cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than on the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are duedue in accordance with the terms of such compensation or benefit plan. (ii) At In the time specified payroll period next following the payroll period in Section 3(d) hereofwhich your Date of Termination occurs, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to two times the sum of: (A) (i) your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (iI) your annual base salary in effect immediately prior to the Change in Control of the Company or (iiII) your annual base salary in effect at the time Notice of Termination is given; and (B) the greater of (I) your annual target bonus for the year in which the Change in Control occurs or, (II) if no such target bonus has yet been determined for such year, the annual bonus actually earned by you in the year immediately preceding the year in which the Change in Control occurs. (iii) For purposes In the payroll period next following the payroll period in which your Date of determining Termination occurs, the vesting Company shall pay to you, in lieu of any awards made amounts which may otherwise be payable to you under the Executive Annual Incentive Plan or any other bonus plan (the “Bonus Plan”), an amount in cash equal to (A) that portion of your annual target bonus payable in cash for the year in which the Change in Control occurs, multiplied by a fraction, (I) the numerator of which equals the number of full or partial days in such annual performance period during which you were employed by the Company and (II) the denominator of which is 365, and (B) the entire target bonus opportunity with respect to each performance period in progress for any bonus payable to you in stock under all Bonus Plans in effect at the time of termination. (iv) The Company shall provide you with a cash allowance for outplacement and job search activities (including, but not limited to, office and secretarial expenses) in the amount of 20% of your annual base salary and annual target bonus taken into account under Section 3(b)(ii) hereof, provided that (A) such cash allowance shall not exceed $100,000 and (B) such cash allowance shall apply only to those costs or obligations that are incurred by you during the 24-month period following your termination of employment. Payments of such cash allowance shall be made on the fifteenth day following the submission of each receipt to the Company evidencing costs or obligations incurred by you in connection with outplacement and job search activities. (v) Notwithstanding the provisions of your Restrictive Covenant Agreement with the Company, your agreement set forth in such Restrictive Covenant Agreement not to compete with the Company for one year after your termination of employment shall not apply; however, the other provisions of your Restrictive Covenant Agreement shall remain in full force and effect, including without limitation, the non-solicitation, non-disclosure, confidentiality and non-disparagement covenants set forth therein. (vi) If you are an expatriate, you will be repatriated, at the Company’s 2000 Stock Incentive Planexpense, as well as any unvested shares of Company Stock you acquired pursuant to your home country or to any awards made under other country you choose provided that planthe Company’s cost for your repatriation will not exceed the cost the Company would have incurred had it repatriated you to your home country. Your repatriation allowances and benefits will be as described in the Company’s Long-Term Assignment Policy but there will be no claw-back of any relocation costs by reason of the early termination of your assignment. (vii) During the 24-month period following your termination of employment, you will receive fully subsidized COBRA coverage (grossed up for your taxes) under the Company’s health plan for so long as it is available and thereafter you will be paid cash payments equivalent on an after-tax basis to the value of the health plan benefits you would have received under the Company’s health plan had you continued to be employed during such 24-month period, with such payments to be made by the Company to you on a monthly basis (it being understood that the Company payments to you attributable to the health plan benefits will be equal on an after-tax basis to the monthly premium cost to you to purchase such health plan benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating). You will also receive during such 24-month period cash payments equivalent on an after-tax basis to the value of the life insurance benefits you would have received under the Company’s life insurance plan had you continued to be treated as employed during such 24-month period, with such payments to be made by the Company to you on a monthly basis (it being understood that the Company payments to you attributable to the life insurance plan benefits will be equal on an after-tax basis to the monthly premium cost to you to purchase such life insurance plan benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating). Notwithstanding the foregoing, the benefits described in this Section 3(b)(vii) shall constitute secondary coverage with respect to any health or life insurance benefits actually received by you in connection with any subsequent employment (or self-employment) during the 24-month period following your termination. (viii) When you attain age 55, if you are eligible to participate in the Company’s retiree health and life insurance plans, you will receive monthly payments from the Company to reimburse you for your cost to participate in those plans, grossed up for your taxes. If you are not eligible to participate in the Company’s retiree health and life insurance plans, you will instead receive cash payments equivalent on an after-tax basis to the value of the retiree health and life insurance benefits you would have received under the Company’s retiree health and life insurance plans (providing benefits no less than those provided in the year in which you first entered into a Change in Control Agreement with the Company) had completed you qualified for full retiree health and life insurance benefits under the Company’s retiree health and life insurance plans, with such payments to be made by the Company to you on a monthly basis (it being understood that the Company payments to you attributable to the health and life insurance benefits will be equal on an additional 12 months after-tax basis to the monthly premium cost to you to purchase such benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating). Notwithstanding the foregoing, the benefits described in this Section 3(b)(viii) shall constitute secondary coverage with respect to any health or life insurance benefits actually received by you in connection with any subsequent employment (or self-employment) or otherwise following your attainment of service immediately before the date on which your employment is terminatedage 55.

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by the Company is terminated by the Company without cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are due. (ii) At the time specified in Section 3(d) hereof, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to two times the sum of: (A) (i) your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (iI) your annual base salary in effect immediately prior to the Change in Control of the Company or (iiII) your annual base salary in effect at the time Notice of Termination is given; and (B) the greater of (I) your annual target bonus for the year in which the Change in Control occurs or, if no such target bonus has yet been determined for such year, your annual target bonus actually earned by you in the year immediately preceding the year in which the Change in Control occurs. (iii) For purposes At the time specified in Section 3(d) hereof, the Company shall pay to you, in lieu of determining amounts which may otherwise be payable to you under any bonus plan (a "Bonus Plan"), an amount in cash equal to (A) your annual target bonus for the vesting year in which the Change in Control occurs, multiplied by a fraction, (I) the numerator of which equals the number of full or partial days in such annual performance period during which you were employed by the Company and (II) the denominator of which is 365, and (B) the entire target bonus opportunity with respect to each performance period in progress under all other Bonus Plans in effect at the time of termination. Notwithstanding the foregoing, this Section 3(b)(iii) shall not apply with respect to any awards made amounts which may otherwise be payable to you under the Company’s 2000 Stock 's Senior Executive Incentive PlanPlan or any other Bonus Plan of the Company that applies primarily to "covered employees" within the meaning of Section 162(m) of the Code. (iv) The Company shall provide you with a cash allowance, as well as at the time specified in Section 3(d) hereof, for outplacement and job search activities (including, but not limited to, office and secretarial expenses) in the amount of 20% of your annual base salary and annual target bonus taken into account under Section 3(b)(ii) hereof, provided that (A) such cash allowance shall not exceed $100,000 and (B) such cash allowance shall apply only to those costs or obligations that are incurred by you during the 36-month period following your termination of employment. (v) For a 24-month period following your termination of employment, the Company shall arrange to provide you with life and health insurance benefits no less favorable than those which you were receiving immediately prior to the Notice of Termination. Notwithstanding the foregoing, any unvested shares of Company Stock you acquired pursuant benefit described in the preceding sentence shall constitute secondary coverage with respect to any awards made under that planlife and health insurance benefits actually received by you in connection with any subsequent employment (or self-employment) during the 24-month period following your termination. (vi) Starting at age 55, you shall receive retiree medical and life benefits from the Company. Such benefits shall be treated as if no less favorable than the benefits that you would have received had completed an additional 12 months you, at the time Notice of service immediately before Termination is given, both (A) attained age 55 and (B) retired from the date on which Company. Notwithstanding the foregoing, any benefit described in the preceding sentence shall constitute secondary coverage with respect to retiree medical and life benefits actually received by you in connection with any subsequent employment (or self-employment) following your employment is terminatedtermination.

Termination by the Company Without Cause or by You for Good Reason. If during In the Protected Period event that the Company terminates your employment by the Company is terminated by the Company without cause Cause or by you terminate your employment for Good Reason, you shall be entitled in each case, in accordance with the provisions of Section 3(a)(iv) or 3(a)(vi) hereof (but not for any other reason, including without limitation under Sections 3(a)(i), (ii), (iii), or (v)) and conditioned on your compliance with this Agreement during the Notice Period, then in addition to the compensation amounts you have received during the Notice Period and benefits described any other amounts provided in this Section 3(b4(a). If , but subject to your employment by timely satisfaction of the Company is terminated prior to a Change condition precedent in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in ControlSection 4(g) below, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall following will be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed provided to have occurred immediately you following the Change in Control, and termination of the Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as followsPeriod: (i) The Company shall pay you You will be paid a lump sum amount equal to 1.5 times your full base salary through the Date of Termination Base Salary at the rate in effect at the time Notice of Termination is givenimmediately prior to said termination, to be paid no later than the fifth day sixty (60) days following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are due.your termination; (ii) At With respect to the time specified Annual Bonus for the calendar year prior to the calendar year in which your termination occurs, you will be excused from the requirement in Section 3(d2(b) hereof, that you must be actively employed with the Company shall pay youon the date of disbursement in order to receive the Annual Bonus and such Annual Bonus will be paid during the period set forth in Section 2(b) above; (iii) You will be paid an amount equal to 1.5 times the Annual Bonus that you would have been entitled to receive for the calendar year in which your termination occurs, calculated at target, to be paid in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to the sum of:no later than sixty (60) days following your termination; (Aiv) (i) You will be paid a pro-rata portion of your average bonus Annual Bonus that you would have been entitled to receive for the three prior full calendar years of employment with year in which your termination occurs, based on the Company (or such lesser number of full calendar years during which days you were employed by the Company)Parent Group during such year calculated at target, times to be paid in a lump sum no later than sixty (ii60) days following your termination; (v) You will be paid an amount equal to premiums you would have paid if you had elected COBRA under the number Company group health, dental and vision plans, as applicable, at the same level of coverage as you had immediately prior to your termination, for the twelve (12) month period following your termination. Such payment shall be paid in a lump sum no later than sixty (60) days in the calendar year through the Date of Termination, divided by (iii) 365following your termination; and (Bvi) For so long as you shall remain in full compliance with the obligations set forth in Sections 7, 8, 9 and 10 below, and conditioned on such continued compliance, all Restricted Stock Units and other equity awards previously awarded to you which have not vested as of the date of your termination, shall vest as follows:(i) the greater PSUs which remain outstanding as of 100 percent of (i) your annual base salary in effect immediately prior to the Change in Control of the Company or (ii) your annual base salary in effect at the time Notice of Termination is given. (iii) For purposes of determining the vesting of any awards made to you under the Company’s 2000 Stock Incentive Plan, as well as any unvested shares of Company Stock you acquired pursuant to any awards made under that plan, you termination shall be treated as if you had completed an additional 12 months of service immediately before calculated based on actual performance achievement through the date on quarter in which your employment is terminated, as determined by the Human Capital and Compensation Committee of Parent’s Board of Directors in good faith and (ii) 50% of the shares of Parent common stock underlying your PSUs and RSUs which remain outstanding as of your termination date shall be delivered to you on your termination date, and the remaining 50% of such shares shall be delivered to you on the normal scheduled vesting dates for such PSUs and RSUs.

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by the Company is terminated by the Company without cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are due. (ii) At the time specified in Section 3(d) hereof, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to one times the sum of: (A) (i) your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (iI) your annual base salary in effect immediately prior to the Change in Control of the Company or (iiII) your annual base salary in effect at the time Notice of Termination is given; and (B) the greater of (I) your annual target bonus for the year in which the Change in Control occurs or, (II) if no such target bonus has yet been determined for such year, your annual target bonus actually earned by you in the year immediately preceding the year in which the Change in Control occurs. (iii) For purposes At the time specified in Section 3(d) hereof, the Company shall pay to you, in lieu of determining amounts which may otherwise be payable to you under any bonus plan (a "Bonus Plan"), an amount in cash equal to (A) your annual target bonus for the vesting year in which the Change in Control occurs, multiplied by a fraction, (I) the numerator of which equals the number of full or partial days in such annual performance period during which you were employed by the Company and (II) the denominator of which is 365, and (B) the entire target bonus opportunity with respect to each performance period in progress under all other Bonus Plans in effect at the time of termination. Notwithstanding the foregoing, this Section 3(b)(iii) shall not apply with respect to any awards made amounts which may otherwise be payable to you under the Company’s 2000 Stock 's Senior Executive Incentive PlanPlan or any other Bonus Plan of the Company that applies primarily to "covered employees" within the meaning of Section 162(m) of the Code. (iv) The Company shall provide you with a cash allowance, as well as at the time specified in Section 3(d) hereof, for outplacement and job search activities (including, but not limited to, office and secretarial expenses) in the amount of 20% of your annual base salary and annual target bonus taken into account under Section 3(b)(ii) hereof, provided that (A) such cash allowance shall not exceed $100,000 and (B) such cash allowance shall apply only to those costs or obligations that are incurred by you during the 12-month period following your termination of employment. (v) For a 12-month period following your termination of employment, the Company shall arrange to provide you with life and health insurance benefits no less favorable than those which you were receiving immediately prior to the Notice of Termination. Notwithstanding the foregoing, any unvested shares of Company Stock you acquired pursuant benefit described in the preceding sentence shall constitute secondary coverage with respect to any awards made life and health insurance benefits actually received by you in connection with any subsequent employment (or self-employment) during the 12-month period following your termination. (vi) No retiree medical and life benefits will be provided to you hereunder or otherwise by the Company or any subsidiary (this does not limit your rights under that planSection 3(b)(v) above, however). In lieu thereof, starting at the later of age 55 or after benefits are no longer provided under Section 3(b)(v) above, you will receive a lump sum equivalent on an after-tax basis to the value of coverage that would provide to you retiree medical and life benefits no less favorable than the benefits that you would have received had you, at the time the Notice of Termination was given, both (A) attained age 55 and (B) retired from the Company, assuming that such benefits described in this sentence would have constituted secondary coverage with respect to retiree medical and life benefits actually received by you in connection with any subsequent employment (or self-employment) following your termination. For this purpose, it is understood that the lump sum will be equal on an after-tax basis to the present value of the cost of retiree medical and life coverage under the Company's Health Plan (the "Health Plan") that would have been incurred by the Company on behalf of you, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year in which such lump sum is paid. The lump sum shall be treated calculated by the actuary for the Health Plan and paid in cash as if soon as administratively practicable following the expiration of the benefits-continuation period under Section 3(b)(v). You agree to promptly notify the Company of any employment or other arrangement by which you had completed an additional 12 months provide services during the benefits-continuation periods under Section 3(b)(v) and Section 3(b)(vi) and of service immediately before the date on nature and extent of benefits for which your employment is terminatedyou become eligible during such periods which would reduce or terminate benefits under Section 3(b)(v) or this Section 3(b)(vi).

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by the Company is terminated by the Company without cause Cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by the Company is terminated prior to by the Company without Cause or by you for Good Reason after a Potential Change in Control at but prior to the request of a Person engaging Change in a transaction or series of transactions that would result in a Control contemplated by such Potential Change in Control, the Protected Period shall commence upon the subsequent occurrence of a such Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the such Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than on the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any equity, compensation or benefit plan of the Company, at the time such payments are duedue in accordance with the terms of such equity, compensation or benefit plan. (ii) At In the time specified payroll period next following the payroll period in Section 3(d) hereofwhich your Date of Termination occurs, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to three times the sum of: (A) (i) your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (iI) your annual base salary in effect immediately prior to the Change in Control of the Company or (iiII) your annual base salary in effect at the time Notice of Termination is given; and (B) the greater of (I) your annual target bonus for the year in which the Change in Control occurs or, (II) if no such target bonus has yet been determined for such year, the annual bonus actually earned by you in the year immediately preceding the year in which the Change in Control occurs. (iii) For purposes In the payroll period next following the payroll period in which your Date of determining Termination occurs, the vesting Company shall pay to you, in lieu of any awards made amounts which may otherwise be payable to you under the Executive Annual Incentive Plan or any other bonus, incentive or award plan (the “Bonus Plan”), an amount in cash equal to (A) that portion of your annual target bonus payable in cash for the year in which the Change in Control occurs, multiplied by a fraction, (I) the numerator of which equals the number of full or partial days in such annual performance period during which you were employed by the Company and (II) the denominator of which is 365, and (B) the entire target bonus opportunity with respect to each performance or vesting period in progress under all Bonus Plans in effect at the time of termination; provided, however, if you have previously deferred any award payable under any such Bonus Plan, the terms of the applicable Bonus Plan shall determine the time of payment of the cash amount that is payable under this Section 3(b)(iii) in lieu of such award and in the event that any such cash payment must be delayed by reason of your previous deferral of the corresponding award under such Bonus Plan or by reason of the application of Section 3(c) of this Agreement, such cash amount will be adjusted to reflect the deferred payment date by multiplying the cash amount by the product of the six-month CMT Treasury Xxxx annualized yield rate as published by the U.S. Treasury for the date on which the cash amount would have been paid to you under this Section 3(b)(iii) but for such delay (or the most appropriate surrogate for such rate if such rate is not available) multiplied by a fraction, the numerator of which is the number of days from and including the date on which the cash amount would have been paid to you under this Section 3(b)(iii) but for such delay and including the date of payment of such cash amount to you and the denominator of which is 365 and the Company pay such adjusted cash amount to you. (iv) The Company shall provide you with a cash allowance for outplacement and job search activities (including, but not limited to, office and secretarial expenses) in the amount of 20% of your annual base salary and annual target bonus taken into account under Section 3(b)(ii) hereof, provided that (A) such cash allowance shall not exceed $100,000 and (B) such cash allowance shall apply only to those costs or obligations that are incurred by you before the last day of the second calendar year following the calendar year in which your Date of Termination occurs. Payments of such cash allowance shall be made on the fifteenth day following the submission of each receipt to the Company evidencing costs or obligations incurred by you in connection with outplacement and job search activities, but in no event later than the last day of the third calendar year following the calendar year in which your Date of Termination occurs. (v) Notwithstanding the provisions of your Restrictive Covenant Agreement with the Company, your agreement set forth in such Restrictive Covenant Agreement not to compete with the Company for one year after your termination of employment shall not apply; however, the other provisions of your Restrictive Covenant Agreement shall remain in full force and effect, including without limitation, the non-solicitation, non-disclosure, confidentiality and non-disparagement covenants set forth therein. (vi) If you are an expatriate, you will be repatriated, at the Company’s 2000 Stock Incentive Planexpense, as well as any unvested shares of Company Stock you acquired pursuant to your home country or to any awards made under other country you choose provided that planthe Company’s cost for your repatriation will not exceed the cost the Company would have incurred had it repatriated you to your home country. Your repatriation allowances and benefits will be as described in the Company’s Long-Term Assignment Policy, including the time and form of payment of such allowances and benefits, but there will be no claw-back of any relocation costs by reason of the early termination of your assignment. (vii) During the 36-month period following your termination of employment, you shall be treated will continue to participate in the Company’s health and life insurance plans and programs in which you were participating immediately prior to your termination, the terms of which allow your continued participation, as if you had completed an additional 12 months of service immediately continued in employment with the Company during such period, and on terms no less favorable than the terms applicable to you before the date Change in Control. For so long as you participate in the Company plans and programs referred to in this Section 3(b)(vii), you shall receive cash payments equal on an after-tax basis to your cost for participating in such plans and programs, with such payments to be made by the Company to you on a monthly basis and in accordance with Section 3(c) of this Agreement. If and when the terms of the Company plans and programs referred to in this Section 3(b)(vii) do not allow your continued participation, you shall instead be paid cash payments equivalent on an after-tax basis to the value of the additional benefits described in this Section 3(b)(vii) that you would have received under such plans or programs had you continued to be employed during such period, with such payments to be made by the Company to you on a monthly basis during such period and in accordance with Section 3(c) of this Agreement (it being understood that the Company payments to you attributable to these benefits will be equal on an after-tax basis to the full monthly premium cost to you to purchase such benefits independently, and shall not be limited to the value of the Company contribution, if any, to the cost of an employee’s coverage under any such health or life insurance plan, but shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating). Notwithstanding the foregoing, the benefits described in this Section 3(b)(vii) shall constitute secondary coverage with respect to any health or life insurance benefits actually received by you in connection with any subsequent employment (or self-employment) during the 36-month period following your termination. In addition, notwithstanding the foregoing, nothing in this Section 3(b)(vii) shall alter any right you may have to participate in any Company health or life insurance plan or program that covers former employees of the Company in accordance with the generally applicable terms of such plan or program. (viii) When you attain age 55, if you are eligible to participate in the Company’s retiree health and life insurance plans, you will receive monthly payments from the Company to reimburse you for your cost to participate in those plans, grossed up for your taxes, for so long as you are eligible to participate in those plans. If and when you are not eligible to participate in the Company’s retiree health and life insurance plans (including, but not limited to, as a result of such plans’ termination), you will instead receive cash payments equivalent on an after-tax basis to the value of the retiree health and life insurance benefits you would have received under the Company’s retiree health and life insurance plans (providing benefits no less than those provided in the year in which you first entered into a Change in Control Agreement with the Company) had you qualified for full retiree health and life insurance benefits under the Company’s retiree health and life insurance plans, with such payments to be made by the Company to you on a monthly basis (it being understood that the Company payments to you attributable to the retiree health and life insurance benefits will be equal on an after-tax basis to the full monthly premium cost to you to purchase such benefits independently, and shall not be limited to the value of the Company contribution, if any, to the cost of coverage under the Company’s retiree health and life insurance plans, but shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating). Notwithstanding the foregoing, the benefits described in this Section 3(b)(viii) shall constitute secondary coverage with respect to any health or life insurance benefits actually received by you in connection with any subsequent employment (or self-employment) or otherwise following your employment is terminatedattainment of age 55.

Termination by the Company Without Cause or by You for Good Reason. If during You acknowledge and agree that if, prior to the Protected Period expiration of the Term, either (a) the Company terminates your employment by the Company is terminated by the Company without cause Cause or by (b) you resign for Good ReasonReason (the date of either of the foregoing, the “Termination Date”), then this Employment Agreement will terminate and you will only be entitled to the payments and benefits set forth below. (a) Upon the Termination Date, you will be entitled to (i) any then unpaid Base Salary set forth in Section 2 hereof and (ii) any earned bonus to which you are entitled under the terms of the Bonus Plan as set forth in Section 3 hereof for the year prior to the Termination Date that you have not yet received as of the Termination Date. (b) Subject to your satisfaction of the Release Requirement set forth in Section 10(c) below, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as followsfollowing: (i) The Company shall pay you A payment, in full satisfaction of any bonus otherwise due under Section 3 above and the Bonus Plan in respect of the year in which the Termination Date occurs, of a prorated portion of the Target Bonus, with such proration based on the number of days of your full base salary employment hereunder between January 1 of such year through the Termination Date, relative 365 days; (ii) A payment equal to the Base Salary (or if such termination occurs during a Corporate Transaction Period, a payment equal to 1.5 times the Base Salary); (iii) A payment equal to the Target Bonus (or if such termination occurs during a Corporate Transaction Period, a payment equal to 1.5 times the Target Bonus); (iv) Subject to your timely election of COBRA benefits, a payment equal to the product of (x) the monthly COBRA premium cost payable by you for group health insurance benefits at such time, and (y) twelve (12) months (or if such termination occurs during a Corporate Transaction Period, twenty-four (24) months); and (v) The following equity award benefits with respect to the Inducement Award and Initial Annual Equity Award: (A) acceleration of the service vesting of then outstanding Special PSUs (if any) that otherwise would have become service-vested over the twelve (12) months following the Termination Date, with any such Special PSUs continuing to be eligible to become vested subject to achievement of any applicable Stock Price Hurdles prior to the first anniversary of such Termination Date, (B) subject to any then outstanding PSUs becoming vested based on achievement of the 2022 EPS target, acceleration of the service vesting of such PSUs that otherwise would have become service-vested over the twelve (12) months following the Termination Date (calculated as if such PSUs vest on a monthly basis), and (C) acceleration of the service vesting of then outstanding RSUs (if any) that otherwise would have become service-vested over the twelve (12) months following the Termination at Date (calculated as if such RSUs vest on a monthly basis). Notwithstanding the rate foregoing, if such termination of employment occurs during a Corporate Transaction Period: (y) on the Corporate Transaction, if the performance target applicable to the PSUs has not yet been achieved, such PSUs shall become vested based on the greater of target or actual performance (as the same shall be determined as of immediately prior to the Corporate Transaction), and (z) on the later of the Termination Date or the Corporate Transaction, the service-vesting of any then outstanding Special PSUs, PSUs and RSUs shall be fully and immediately accelerated. (c) As a condition to receiving the payments and benefits that are provided for in effect at this Section 10(b) above, you must execute a written release, in substantially the time Notice of Termination is givenform attached hereto as Exhibit A (the “Release”), which must become effective no later than the fifth 60th day following the Date date of Terminationyour Termination Date, and if not, you shall receive will forfeit any right to payments or benefits under this Employment Agreement. To become effective, the Release must be executed by you and any revocation periods (as required by statute, regulation, or otherwise) must have expired without you having revoked the Release. In addition, in no event will any payments or benefits be paid or provided until the Release actually becomes effective and you may not execute the Release prior to the Termination Date. Subject to the foregoing and Section 18, all other amounts to which you are entitled under any compensation or benefit plan of the Companypayments referenced in Section 10(b)(i), at the time such payments are due. (ii) At the time specified and (iii) and any Special PSUs, PSUs and RSUs that vest pursuant to 10(b)(v) shall be paid in Section 3(d) hereof, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal or settled on the eighth (8th) day following your Termination Date or the date the Release becomes effective, whichever is later; provided however, that no Special PSUs or PSUs that accelerate due to a qualifying termination that occurs outside of the sum of: (A) (i) your average bonus for Corporate Transaction Period will be settled until the three prior full calendar years Compensation Committee certifies the achievement of employment with the Company (applicable performance targets, and provided further, that all such payments and Special PSUs, PSUs and RSUs shall be paid or such lesser number settled no later than March 15 of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (i) following your annual base salary in effect immediately prior to the Change in Control of the Company or (ii) your annual base salary in effect at the time Notice of Termination is givenDate. (iii) For purposes of determining the vesting of any awards made to you under the Company’s 2000 Stock Incentive Plan, as well as any unvested shares of Company Stock you acquired pursuant to any awards made under that plan, you shall be treated as if you had completed an additional 12 months of service immediately before the date on which your employment is terminated.

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by the Company is terminated by the Company without cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are due. (ii) At the time specified in Section 3(d) hereof, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to three times the sum of: (A) (i) your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (iI) your annual base salary in effect immediately prior to the Change in Control of the Company or (iiII) your annual base salary in effect at the time Notice of Termination is given; and (B) the greater of (I) your annual target bonus for the year in which the Change in Control occurs or, (II) if no such target bonus has yet been determined for such year, your annual target bonus actually earned by you in the year immediately preceding the year in which the Change in Control occurs. (iii) For purposes At the time specified in Section 3(d) hereof, the Company shall pay to you, in lieu of determining amounts which may otherwise be payable to you under any bonus plan (a "Bonus Plan"), an amount in cash equal to (A) your annual target bonus for the vesting year in which the Change in Control occurs, multiplied by a fraction, (I) the numerator of which equals the number of full or partial days in such annual performance period during which you were employed by the Company and (II) the denominator of which is 365, and (B) the entire target bonus opportunity with respect to each performance period in progress under all other Bonus Plans in effect at the time of termination. Notwithstanding the foregoing, this Section 3(b)(iii) shall not apply with respect to any awards made amounts which may otherwise be payable to you under the Company’s 2000 Stock 's Senior Executive Incentive PlanPlan or any other Bonus Plan of the Company that applies primarily to "covered employees" within the meaning of Section 162(m) of the Code. (iv) The Company shall provide you with a cash allowance, as well as at the time specified in Section 3(d) hereof, for outplacement and job search activities (including, but not limited to, office and secretarial expenses) in the amount of 20% of your annual base salary and annual target bonus taken into account under Section 3(b)(ii) hereof, PROVIDED THAT (A) such cash allowance shall not exceed $100,000 and (B) such cash allowance shall apply only to those costs or obligations that are incurred by you during the 36-month period following your termination of employment. (v) For a 36-month period following your termination of employment, the Company shall arrange to provide you with life and health insurance benefits no less favorable than those which you were receiving immediately prior to the Notice of Termination. Notwithstanding the foregoing, any unvested shares of Company Stock you acquired pursuant benefit described in the preceding sentence shall constitute secondary coverage with respect to any awards made under that planlife and health insurance benefits actually received by you in connection with any subsequent employment (or self-employment) during the 36-month period following your termination. (vi) Starting at age 55, you shall receive retiree medical and life benefits from the Company. Such benefits shall be treated as if no less favorable than the benefits that you would have received had completed an additional 12 months you, at the time Notice of service immediately before Termination is given, both (A) attained age 55 and (B) retired from the date on which Company. Notwithstanding the foregoing, any benefit described in the preceding sentence shall constitute secondary coverage with respect to retiree medical and life benefits actually received by you in connection with any subsequent employment (or self-employment) following your employment is terminatedtermination.

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by the Company is terminated by the Company without cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are due. (ii) At the time specified in Section 3(d) hereof, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to the sum of: (A) (i) your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 200 percent of (i) your annual base salary in effect immediately prior to the Change in Control of the Company or (ii) your annual base salary in effect at the time Notice of Termination is given. (iii) For purposes of determining the vesting of any awards made to you under the Company’s 2000 Stock Incentive Plan, as well as any unvested shares of Company Stock you acquired pursuant to any awards made under that plan, you shall be treated as if you had completed an additional 12 months of service immediately before the date on which your employment is terminated.

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by the Company is terminated by the Company without cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are due. (ii) At the time specified in Section 3(d) hereof, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to two times the sum of: (A) (i) your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (iI) your annual base salary in effect immediately prior to the Change in Control of the Company or (iiII) your annual base salary in effect at the time Notice of Termination is given; and (B) the greater of (I) your annual target bonus for the year in which the Change in Control occurs or, (II) if no such target bonus has yet been determined for such year, your annual target bonus actually earned by you in the year immediately preceding the year in which the Change in Control occurs. (iii) For purposes At the time specified in Section 3(d) hereof, the Company shall pay to you, in lieu of determining amounts which may otherwise be payable to you under any bonus plan (a "Bonus Plan"), an amount in cash equal to (A) your annual target bonus for the vesting year in which the Change in Control occurs, multiplied by a fraction, (I) the numerator of which equals the number of full or partial days in such annual performance period during which you were employed by the Company and (II) the denominator of which is 365, and (B) the entire target bonus opportunity with respect to each performance period in progress under all other Bonus Plans in effect at the time of termination. Notwithstanding the foregoing, this Section 3(b)(iii) shall not apply with respect to any awards made amounts which may otherwise be payable to you under the Company’s 2000 Stock 's Senior Executive Incentive PlanPlan or any other Bonus Plan of the Company that applies primarily to "covered employees" within the meaning of Section 162(m) of the Code. (iv) The Company shall provide you with a cash allowance, as well as at the time specified in Section 3(d) hereof, for outplacement and job search activities (including, but not limited to, office and secretarial expenses) in the amount of 20% of your annual base salary and annual target bonus taken into account under Section 3(b)(ii) hereof, provided that (A) such cash allowance shall not exceed $100,000 and (B) such cash allowance shall apply only to those costs or obligations that are incurred by you during the 36-month period following your termination of employment. (v) For a 24-month period following your termination of employment, the Company shall arrange to provide you with life and health insurance benefits no less favorable than those which you were receiving immediately prior to the Notice of Termination. Notwithstanding the foregoing, any unvested shares of Company Stock you acquired pursuant benefit described in the preceding sentence shall constitute secondary coverage with respect to any awards made under that planlife and health insurance benefits actually received by you in connection with any subsequent employment (or self-employment) during the 24-month period following your termination. (vi) Starting at age 55, you shall receive retiree medical and life benefits from the Company. Such benefits shall be treated as if no less favorable than the benefits that you would have received had completed an additional 12 months you, at the time Notice of service immediately before Termination is given, both (A) attained age 55 and (B) retired from the date on which Company. Notwithstanding the foregoing, any benefit described in the preceding sentence shall constitute secondary coverage with respect to retiree medical and life benefits actually received by you in connection with any subsequent employment (or self-employment) following your employment is terminatedtermination.

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by the Company is terminated by the Company without cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are due. (ii) At the time specified in Section 3(d) hereof, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to three times the sum of: (A) (i) your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (iI) your annual base salary in effect immediately prior to the Change in Control of the Company or (iiII) your annual base salary in effect at the time Notice of Termination is given; and (B) the greater of (I) your annual target bonus for the year in which the Change in Control occurs or, (II) if no such target bonus has yet been determined for such year, your annual target bonus actually earned by you in the year immediately preceding the year in which the Change in Control occurs. (iii) For purposes At the time specified in Section 3(d) hereof, the Company shall pay to you, in lieu of determining amounts which may otherwise be payable to you under any bonus plan (a "Bonus Plan"), an amount in cash equal to (A) your annual target bonus for the vesting year in which the Change in Control occurs, multiplied by a fraction, (I) the numerator of which equals the number of full or partial days in such annual performance period during which you were employed by the Company and (II) the denominator of which is 365, and (B) the entire target bonus opportunity with respect to each performance period in progress under all other Bonus Plans in effect at the time of termination. Notwithstanding the foregoing, this Section 3(b)(iii) shall not apply with respect to any awards made amounts which may otherwise be payable to you under the Company’s 2000 Stock 's Senior Executive Incentive PlanPlan or any other Bonus Plan of the Company that applies primarily to "covered employees" within the meaning of Section 162(m) of the Code. (iv) The Company shall provide you with a cash allowance, as well as at the time specified in Section 3(d) hereof, for outplacement and job search activities (including, but not limited to, office and secretarial expenses) in the amount of 20% of your annual base salary and annual target bonus taken into account under Section 3(b)(ii) hereof, provided that (A) such cash allowance shall not exceed $100,000 and (B) such cash allowance shall apply only to those costs or obligations that are incurred by you during the 36-month period following your termination of employment. (v) For a 36-month period following your termination of employment, the Company shall arrange to provide you with life and health insurance benefits no less favorable than those which you were receiving immediately prior to the Notice of Termination. Notwithstanding the foregoing, any unvested shares of Company Stock you acquired pursuant benefit described in the preceding sentence shall constitute secondary coverage with respect to any awards made under that planlife and health insurance benefits actually received by you in connection with any subsequent employment (or self-employment) during the 36-month period following your termination. (vi) Starting at age 55, you shall receive retiree medical and life benefits from the Company. Such benefits shall be treated as if no less favorable than the benefits that you would have received had completed an additional 12 months you, at the time Notice of service immediately before Termination is given, both (A) attained age 55 and (B) retired from the date on which Company. Notwithstanding the foregoing, any benefit described in the preceding sentence shall constitute secondary coverage with respect to retiree medical and life benefits actually received by you in connection with any subsequent employment (or self-employment) following your employment is terminatedtermination.

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by the Company is terminated by the Company without cause Cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than on the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are duedue in accordance with the terms of such compensation or benefit plan. (ii) At In the time specified payroll period next following the payroll period in Section 3(d) hereofwhich your Date of Termination occurs, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to one times the sum of: (A) (i) your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (iI) your annual base salary in effect immediately prior to the Change in Control of the Company or (iiII) your annual base salary in effect at the time Notice of Termination is given; and (B) the greater of (I) your annual target bonus for the year in which the Change in Control occurs or, (II) if no such target bonus has yet been determined for such year, the annual bonus actually earned by you in the year immediately preceding the year in which the Change in Control occurs. (iii) For purposes In the payroll period next following the payroll period in which your Date of determining Termination occurs, the vesting Company shall pay to you, in lieu of any awards made amounts which may otherwise be payable to you under the Executive Annual Incentive Plan or any other bonus plan (the “Bonus Plan”), an amount in cash equal to (A) that portion of your annual target bonus payable in cash for the year in which the Change in Control occurs, multiplied by a fraction, (I) the numerator of which equals the number of full or partial days in such annual performance period during which you were employed by the Company and (II) the denominator of which is 365, and (B) the entire target bonus opportunity with respect to each performance period in progress for any bonus payable to you in stock under all Bonus Plans in effect at the time of termination. (iv) The Company shall provide you with a cash allowance for outplacement and job search activities (including, but not limited to, office and secretarial expenses) in the amount of 20% of your annual base salary and annual target bonus taken into account under Section 3(b)(ii) hereof, provided that (A) such cash allowance shall not exceed $100,000 and (B) such cash allowance shall apply only to those costs or obligations that are incurred by you during the 12-month period following your termination of employment. Payments of such cash allowance shall be made on the fifteenth day following the submission of each receipt to the Company evidencing costs or obligations incurred by you in connection with outplacement and job search activities. (v) Notwithstanding the provisions of your Restrictive Covenant Agreement with the Company, your agreement set forth in such Restrictive Covenant Agreement not to compete with the Company for one year after your termination of employment shall not apply; however, the other provisions of your Restrictive Covenant Agreement shall remain in full force and effect, including without limitation, the non-solicitation, non-disclosure, confidentiality and non-disparagement covenants set forth therein. (vi) If you are an expatriate, you will be repatriated, at the Company’s 2000 Stock Incentive Planexpense, as well as any unvested shares of Company Stock you acquired pursuant to your home country or to any awards made under other country you choose provided that planthe Company’s cost for your repatriation will not exceed the cost the Company would have incurred had it repatriated you to your home country. Your repatriation allowances and benefits will be as described in the Company’s Long-Term Assignment Policy but there will be no claw-back of any relocation costs by reason of the early termination of your assignment. (vii) During the 12-month period following your termination of employment, you will receive fully subsidized COBRA coverage (grossed up for your taxes) under the Company’s health plan for so long as it is available and thereafter you will be paid cash payments equivalent on an after-tax basis to the value of the health plan benefits you would have received under the Company’s health plan had you continued to be employed during such 12-month period, with such payments to be made by the Company to you on a monthly basis (it being understood that the Company payments to you attributable to the health plan benefits will be equal on an after-tax basis to the monthly premium cost to you to purchase such health plan benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating). You will also receive during such 12-month period cash payments equivalent on an after-tax basis to the value of the life insurance benefits you would have received under the Company’s life insurance plan had you continued to be treated as employed during such 12-month period, with such payments to be made by the Company to you on a monthly basis (it being understood that the Company payments to you attributable to the life insurance plan benefits will be equal on an after-tax basis to the monthly premium cost to you to purchase such life insurance plan benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating). Notwithstanding the foregoing, the benefits described in this Section 3(b)(vii) shall constitute secondary coverage with respect to any health or life insurance benefits actually received by you in connection with any subsequent employment (or self-employment) during the 12-month period following your termination. (viii) When you attain age 55, if you are eligible to participate in the Company’s retiree health and life insurance plans, you will receive monthly payments from the Company to reimburse you for your cost to participate in those plans, grossed up for your taxes. If you are not eligible to participate in the Company’s retiree health and life insurance plans, you will instead receive cash payments equivalent on an after-tax basis to the value of the retiree health and life insurance benefits you would have received under the Company’s retiree health and life insurance plans (providing benefits no less than those provided in the year in which you first entered into a Change in Control Agreement with the Company) had completed you qualified for full retiree health and life insurance benefits under the Company’s retiree health and life insurance plans, with such payments to be made by the Company to you on a monthly basis (it being understood that the Company payments to you attributable to the health and life insurance benefits will be equal on an additional 12 months after-tax basis to the monthly premium cost to you to purchase such benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating). Notwithstanding the foregoing, the benefits described in this Section 3(b)(viii) shall constitute secondary coverage with respect to any health or life insurance benefits actually received by you in connection with any subsequent employment (or self-employment) or otherwise following your attainment of service immediately before the date on which your employment is terminatedage 55.

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by the Company is terminated by the Company without cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are due. (ii) At the time specified in Section 3(d) hereof, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to three times the sum of: (A) (i) your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (iI) your annual base salary in effect immediately prior to the Change in Control of the Company or (iiII) your annual base salary in effect at the time Notice of Termination is given; and (B) the greater of (I) your annual target bonus for the year in which the Change in Control occurs or, if no such target bonus has yet been determined for such year, your annual target bonus actually earned by you in the year immediately preceding the year in which the Change in Control occurs. (iii) You shall be deemed fully vested under any nonqualified pension plan of a type described in Section 201(2) of the Employee Retirement Income Security Act of 1974, as amended, in which you participate at the time of the Change in Control (except for any such plan established for the sole purpose of restoring qualified pension benefits that were reduced due to limitations imposed by Sections 415 and 401(a)(7) of the Internal Revenue Code of 1986, as amended (the "Code")), and such nonqualified pension plan shall be referred to as a "Covered Top-Hat Plan" for purposes of this Section 3(b)(iii). The benefit to which you shall be entitled under any Covered Top-Hat Plan (the "Covered Top-Hat Plan Benefit") shall be determined using: (A) the maximum credited service allowed to be taken into account under the Covered Top-Hat Plan's benefit formula; and (B) your salary and bonus taken into account under Section 3(b)(ii) hereof as your final average compensation. Your Covered Top-Hat Plan benefit shall be payable upon the later of (A) the date on which you turn 55 or (B) the date on which you terminate employment from the Company. For purposes of determining calculating your Covered Top-Hat Plan Benefit, you shall be deemed to have retired from the vesting Company at normal retirement age as if the Company had consented to such retirement. Exhibit A to this Agreement sets forth an example of how the compensation and benefits provided under this Section 3(b)(iii) shall be determined. (iv) At the time specified in Section 3(d) hereof, the Company shall pay to you, in lieu of amounts which may otherwise be payable to you under any awards made bonus plan (a "Bonus Plan"), an amount in cash equal to (A) your annual target bonus for the year in which the Change in Control occurs, multiplied by a fraction, (I) the numerator of which equals the number of full or partial days in such annual performance period during which you were employed by the Company and (II) the denominator of which is 365, and (B) the entire target bonus opportunity with respect to each performance period in progress under all other Bonus Plans in effect at the time of termination. Notwithstanding the foregoing, this Section 3(b)(iv) shall not apply with respect to any amounts which may otherwise be payable to you under the Company’s 2000 Stock 's Senior Executive Incentive PlanPlan or any other Bonus Plan of the Company that applies primarily to "covered employees" within the meaning of Section 162(m) of the Code. (v) The Company shall provide you with a cash allowance, as well as at the time specified in Section 3(d) hereof, for outplacement and job search activities (including, but not limited to, office and secretarial expenses) in the amount of 20% of your annual base salary and annual target bonus taken into account under Section 3(b)(ii) hereof, provided that (A) such cash allowance shall not exceed $100,000 and (B) such cash allowance shall apply only to those costs or obligations that are incurred by you during the 36-month period following your termination of employment. (vi) For a 36-month period following your termination of employment, the Company shall arrange to provide you with life and health insurance benefits no less favorable than those which you were receiving immediately prior to the Notice of Termination. Notwithstanding the foregoing, any unvested shares of Company Stock you acquired pursuant benefit described in the preceding sentence shall constitute secondary coverage with respect to any awards made under that planlife and health insurance benefits actually received by you in connection with any subsequent employment (or self-employment) during the 36-month period following your termination. (vii) Starting at age 55, you shall receive retiree medical and life benefits from the Company. Such benefits shall be treated as if no less favorable than the benefits that you would have received had completed an additional 12 months you, at the time Notice of service immediately before Termination is given, both (A) attained age 55 and (B) retired from the date on which Company. Notwithstanding the foregoing, any benefit described in the preceding sentence shall constitute secondary coverage with respect to retiree medical and life benefits actually received by you in connection with any subsequent employment (or self-employment) following your employment is terminatedtermination.

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by with the Company is terminated by the Company without cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by with the Company is terminated without Cause prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination (as hereinafter defined) shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination (as hereinafter defined) shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full any accrued but unpaid base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are due. (ii) At the time specified in Section 3(d) hereof, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to two (2) times the sum of: (A) (i) your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (iI) your annual base salary in effect immediately prior to the Change in Control of the Company or (iiII) your annual base salary in effect at the time Notice of Termination is given; and (B) your annual target bonus for the year in which the Change in Control occurs or, if no such target bonus has yet been determined for such year, your annual target bonus for the year immediately preceding the year in which the Change in Control occurs. (iii) For purposes At the time specified in Section 3(d) hereof, the Company shall pay to you, in lieu of determining the vesting of any awards made amounts which otherwise may be payable to you under any bonus plan (a "Bonus Plan"), an amount in cash equal to (A) your annual target bonus for the year in which the Change in Control occurs, multiplied by a fraction (I) the numerator of which equals the number of full or partial days occurring between January 1 of the year in which your date of termination occurs up until (and including) the date of your termination of employment, and (II) the denominator of which is 365, plus (B) your target bonus opportunity with respect to any other performance period in progress under all Bonus Plans in effect at the time of termination (other than the period for which you are paid pursuant to clause (A)), multiplied (in each case) by a fraction (I) the numerator of which equals the number of full or partial days elapsed from the beginning of the applicable performance period through the date of your termination and (II) the denominator of which is the total number of days in the applicable performance period. (iv) For a 36-month period following your termination of employment, the Company shall arrange to provide you with life and health insurance benefits no less favorable than those which you were receiving immediately prior to the Notice of Termination. Notwithstanding the foregoing, any benefit described in the preceding sentence shall constitute secondary coverage with respect to any life and health insurance benefits actually received by you in connection with any subsequent employment (or self-employment) during the 36-month period following your termination. (v) Starting at age 55, the Company shall provide you with retiree medical and life insurance benefits that are no less favorable than the most favorable retiree medical and life insurance benefits that the Company has provided to any executive officer who has retired on or prior to the time Notice of Termination is given to you, provided that you have both (A) attained age 55 at such time and (B) have achieved such years of service that have been recognized for purposes of benefit accrual under the employee benefit plans of the Company that would allow you to retire under any pension benefit plans maintained by the Company’s 2000 Stock Incentive Plan. Notwithstanding the foregoing, as well as any unvested shares of Company Stock benefit described in the preceding sentence shall constitute secondary coverage with respect to retiree medical and life benefits actually received by you acquired pursuant to in connection with any awards made under that plan, you shall be treated as if you had completed an additional 12 months of service immediately before the date on which subsequent employment (or self-employment) following your employment is terminatedtermination.

Termination by the Company Without Cause or by You for Good Reason. (1) If during the Protected Period your employment by the Company is terminated by the Company without cause Cause or by you terminate your employment for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment Reason (by giving the Company at least fourteen (14) days prior written notice of the effective date of termination) at any time that is terminated prior to not within the first two (2) years after a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b(as defined below) are as follows: (i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at you will be entitled to receive, provided you sign a Waiver and Release of Claims substantially in the time such payments are due. form attached hereto as Exhibit A, which is incorporated into this Agreement by reference, (iii) At the time specified in Section 3(d) hereof, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash payment equal to the sum of: twenty-four (A24) (i) months of your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (i) your annual base salary Base Salary in effect immediately prior to the date of your termination and, in the event that the trading price for the Class A Common Stock of the Company is at least $35 per share at the time of such termination, an "incentive bonus amount" in addition to any other bonus amounts to which you may be entitled for the year in which such termination occurs or prior years (with the "incentive bonus amount" calculated for these purposes using two (2) times the greater of (A) the target incentive amount applicable to you for such year under the MIP and (B) the incentive amount that was earned by you under the MIP for the immediately preceding plan year), (ii) the continuation of your medical, dental and vision benefits for you and your dependents for six (6) months following the effective date of your termination, and (iii) after expiration of such six (6) month benefits continuation period, the premium payments for continuation, under COBRA, of your medical, dental and vision benefits (as maintained for your benefit immediately prior to the date of your termination) for you and your dependents for a period of eighteen (18) months, provided you properly elect to continue those benefits under COBRA; provided, however, that in the event the Company requests, in writing, prior to such termination by you for Good Reason that you continue in the employ of the Company for up to an additional three (3) months, you must continue to remain so employed by the Company during such additional period of time in order to receive the foregoing severance benefits. The lump sum payment referred to above will be paid within thirty (30) days following your termination of employment. (2) If your employment is terminated by the Company without Cause or you terminate your employment for Good Reason (by giving the Company at least fourteen (14) days prior written notice of the effective date of termination) at any time within the first two (2) years after a Change in Control (as defined below) of the Company, then you will be entitled to receive, provided you sign a Waiver and Release of Claims substantially in the form attached hereto as Exhibit A, which is incorporated into this Agreement by reference, (i) a lump sum payment equal to thirty-six (36) months of your Base Salary in effect immediately prior to the date of your termination and an "incentive bonus amount" in lieu of any other bonus amounts to which you may be entitled for the year in which such termination occurs (with the "incentive bonus amount" calculated for these purposes using three (3) times the greater of (A) the target incentive amount applicable to you for such year under the MIP and (B) the incentive amount that was earned by you under the MIP for the immediately preceding plan year), (ii) the continuation of your medical, dental and vision benefits for you and your dependents for eighteen (18) months following the effective date of your termination, and (iii) after expiration of such eighteen (18) month benefits continuation period, the premium payments for continuation, under COBRA, of your medical, dental and vision benefits (maintained for your benefit immediately prior to the date of your termination) for you and your dependents for a period of eighteen (18) months, provided you properly elect to continue those benefits under COBRA; provided, however, that in the event the Company requests, in writing, prior to such termination by you for Good Reason that you continue in the employ of the Company or for up to an additional three (ii3) your annual base salary in effect at the time Notice of Termination is given. (iii) For purposes of determining the vesting of any awards made to you under the Company’s 2000 Stock Incentive Plan, as well as any unvested shares of Company Stock you acquired pursuant to any awards made under that planmonths, you shall must continue to remain so employed by the Company during such additional period of time in order to receive the foregoing severance benefits. The lump sum payment referred to above will be treated as if you had completed an additional 12 months paid within thirty (30) days following your termination of service immediately before the date on which your employment is terminatedemployment.

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by the Company is terminated by the Company without cause Cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by the Company is terminated prior to by the Company without Cause or by you for Good Reason after a Potential Change in Control at but prior to the request of a Person engaging Change in a transaction or series of transactions that would result in a Control contemplated by such Potential Change in Control, the Protected Period shall commence upon the subsequent occurrence of a such Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the such Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than on the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any equity, compensation or benefit plan of the Company, at the time such payments are duedue in accordance with the terms of such equity, compensation or benefit plan. (ii) At In the time specified payroll period next following the payroll period in Section 3(d) hereofwhich your Date of Termination occurs, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to two times the sum of: (A) (i) your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (iI) your annual base salary in effect immediately prior to the Change in Control of the Company or (iiII) your annual base salary in effect at the time Notice of Termination is given; and (B) the greater of (I) your annual target bonus for the year in which the Change in Control occurs or, (II) if no such target bonus has yet been determined for such year, the annual bonus actually earned by you in the year immediately preceding the year in which the Change in Control occurs. (iii) For purposes In the payroll period next following the payroll period in which your Date of determining Termination occurs, the vesting Company shall pay to you, in lieu of any awards made amounts which may otherwise be payable to you under the Executive Annual Incentive Plan or any other bonus, incentive or award plan (the “Bonus Plan”), an amount in cash equal to (A) that portion of your annual target bonus payable in cash for the year in which the Change in Control occurs, multiplied by a fraction, (I) the numerator of which equals the number of full or partial days in such annual performance period during which you were employed by the Company and (II) the denominator of which is 365, and (B) the entire target bonus opportunity with respect to each performance or vesting period in progress under all Bonus Plans in effect at the time of termination; provided, however, if you have previously deferred any award payable under any such Bonus Plan, the terms of the applicable Bonus Plan shall determine the time of payment of the cash amount that is payable under this Section 3(b)(iii) in lieu of such award and in the event that any such cash payment must be delayed by reason of your previous deferral of the corresponding award under such Bonus Plan or by reason of the application of Section 3(c) of this Agreement, such cash amount will be adjusted to reflect the deferred payment date by multiplying the cash amount by the product of the six-month CMT Treasury Xxxx annualized yield rate as published by the U.S. Treasury for the date on which the cash amount would have been paid to you under this Section 3(b)(iii) but for such delay (or the most appropriate surrogate for such rate if such rate is not available) multiplied by a fraction, the numerator of which is the number of days from and including the date on which the cash amount would have been paid to you under this Section 3(b)(iii) but for such delay and including the date of payment of such cash amount to you and the denominator of which is 365 and the Company pay such adjusted cash amount to you. (iv) The Company shall provide you with a cash allowance for outplacement and job search activities (including, but not limited to, office and secretarial expenses) in the amount of 20% of your annual base salary and annual target bonus taken into account under Section 3(b)(ii) hereof, provided that (A) such cash allowance shall not exceed $100,000 and (B) such cash allowance shall apply only to those costs or obligations that are incurred by you before the last day of the second calendar year following the calendar year in which your Date of Termination occurs. Payments of such cash allowance shall be made on the fifteenth day following the submission of each receipt to the Company evidencing costs or obligations incurred by you in connection with outplacement and job search activities, but in no event later than the last day of the third calendar year following the calendar year in which your Date of Termination occurs. (v) During the 36-month period following your termination of employment, you will continue to participate in the Company’s 2000 Stock Incentive Planhealth and life insurance plans and programs in which you were participating immediately prior to your termination, as well as any unvested shares the terms of Company Stock you acquired pursuant to any awards made under that planwhich allow your continued participation, you shall be treated as if you had completed an additional 12 months of service immediately continued in employment with the Company during such period, and on terms no less favorable than the terms applicable to you before the date Change in Control. For so long as you participate in the Company plans and programs referred to in this Section 3(b)(v), you shall receive cash payments equal on which an after-tax basis to your cost for participating in such plans and programs, with such payments to be made by the Company to you on a monthly basis and in accordance with Section 3(c) of this Agreement. If and when the terms of the Company plans and programs referred to in this Section 3(b)(v) do not allow your continued participation, you shall instead be paid cash payments equivalent on an after-tax basis to the value of the additional benefits described in this Section 3(b)(v) that you would have received under such plans or programs had you continued to be employed during such period, with such payments to be made by the Company to you on a monthly basis during such period and in accordance with Section 3(c) of this Agreement (it being understood that the Company payments to you attributable to these benefits will be equal on an after-tax basis to the full monthly premium cost to you to purchase such benefits independently, and shall not be limited to the value of the Company contribution, if any, to the cost of an employee’s coverage under any such health or life insurance plan, but shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating). Notwithstanding the foregoing, the benefits described in this Section 3(b)(v) shall constitute secondary coverage with respect to any health or life insurance benefits actually received by you in connection with any subsequent employment is terminated(or self-employment) during the 36-month period following your termination. In addition, notwithstanding the foregoing, nothing in this Section 3(b)(v) shall alter any right you may have to participate in any Company health or life insurance plan or program that covers former employees of the Company in accordance with the generally applicable terms of such plan or program. (vi) When you attain age 55, if you are eligible to participate in the Company’s retiree health and life insurance plans, you will receive monthly payments from the Company to reimburse you for your cost to participate in those plans, grossed up for your taxes, for so long as you are eligible to participate in those plans. If and when you are not eligible to participate in the Company’s retiree health and life insurance plans (including, but not limited to, as a result of such plans’ termination), you will instead receive cash payments equivalent on an after-tax basis to the value of the retiree health and life insurance benefits you would have received under the Company’s retiree health and life insurance plans (providing benefits no less than those provided on August 6, 1998) had you qualified for full retiree health and life insurance benefits under the Company’s retiree health and life insurance plans, with such payments to be made by the Company to you on a monthly basis (it being understood that the Company payments to you attributable to the retiree health and life insurance benefits will be equal on an after-tax basis to the full monthly premium cost to you to purchase such benefits independently, and shall not be limited to the value of the Company contribution, if any, to the cost of coverage under the Company’s retiree health and life insurance plans, but shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating). Notwithstanding the foregoing, the benefits described in this Section 3(b)(vi) shall constitute secondary coverage with respect to any health or life insurance benefits actually received by you in connection with any subsequent employment (or self-employment) or otherwise following your attainment of age 55.

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by with the Company is terminated by the Company without cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by with the Company is terminated without Cause prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination (as hereinafter defined) shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination (as hereinafter defined) shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full any accrued but unpaid base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are due. (ii) At the time specified in Section 3(d) hereof, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to 1.75 times the sum of: (A) (i) your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (iI) your annual base salary in effect immediately prior to the Change in Control of the Company or (iiII) your annual base salary in effect at the time Notice of Termination is given; and (B) your annual target bonus for the year in which the Change in Control occurs or, if no such target bonus has yet been determined for such year, your annual target bonus for the year immediately preceding the year in which the Change in Control occurs. (iii) For purposes At the time specified in Section 3(d) hereof, the Company shall pay to you, in lieu of determining the vesting of any awards made amounts which otherwise may be payable to you under any bonus plan (a "Bonus Plan"), an amount in cash equal to (A) your annual target bonus for the year in which the Change in Control occurs, multiplied by a fraction (I) the numerator of which equals the number of full or partial days occurring between January 1 of the year in which your date of termination occurs up until (and including) the date of your termination of employment, and (II) the denominator of which is 365, plus (B) your target bonus opportunity with respect to any other performance period in progress under all Bonus Plans in effect at the time of termination (other than the period for which you are paid pursuant to clause (A)), multiplied (in each case) by a fraction (I) the numerator of which equals the number of full or partial days elapsed from the beginning of the applicable performance period through the date of your termination and (II) the denominator of which is the total number of days in the applicable performance period. (iv) For a 24-month period following your termination of employment, the Company shall arrange to provide you with life and health insurance benefits no less favorable than those which you were receiving immediately prior to the Notice of Termination. Notwithstanding the foregoing, any benefit described in the preceding sentence shall constitute secondary coverage with respect to any life and health insurance benefits actually received by you in connection with any subsequent employment (or self-employment) during the 24-month period following your termination. (v) Starting at age 55, the Company shall provide you with retiree medical and life insurance benefits that are no less favorable than the most favorable retiree medical and life insurance benefits that the Company has provided to any executive officer who has retired on or prior to the time Notice of Termination is given to you, provided that you have both (A) attained age 55 at such time and (B) have achieved such years of service that have been recognized for purposes of benefit accrual under the employee benefit plans of the Company that would allow you to retire under any pension benefit plans maintained by the Company’s 2000 Stock Incentive Plan. Notwithstanding the foregoing, as well as any unvested shares of Company Stock benefit described in the preceding sentence shall constitute secondary coverage with respect to retiree medical and life benefits actually received by you acquired pursuant to in connection with any awards made under that plan, you shall be treated as if you had completed an additional 12 months of service immediately before the date on which subsequent employment (or self-employment) following your employment is terminatedtermination.

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by the Company is terminated by the Company without cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are due. (ii) At the time specified in Section 3(d) hereof, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to three times the sum of: : (A) (i) your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (iI) your annual base salary in effect immediately prior to the Change in Control of the Company or (iiII) your annual base salary in effect at the time Notice of Termination is given. (iii) For purposes of determining the vesting of any awards made to you under the Company’s 2000 Stock Incentive Plan, as well as any unvested shares of Company Stock you acquired pursuant to any awards made under that plan, you shall be treated as if you had completed an additional 12 months of service immediately before the date on which your employment is terminated.; and

Termination by the Company Without Cause or by You for Good Reason. If during You acknowledge and agree that if, prior to the Protected Period expiration of the Term, either (a) the Company terminates your employment by the Company is terminated by the Company without cause Cause or by (b) you resign for Good ReasonReason (the date of either of the foregoing, the “CEO Termination Date”), then this Employment Agreement will terminate and you will only be entitled to the payments and benefits set forth below. (a) Upon the CEO Termination Date, you will be entitled to (i) any then unpaid Base Salary set forth in Section 2 hereof and (ii) any earned bonus to which you are entitled under the terms of the Bonus Plan as set forth in Section 3 hereof for the year prior to the CEO Termination Date that you have not yet received as of the CEO Termination Date. (b) Subject to your satisfaction of the Release Requirement set forth in Section 10(c) below, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as followsfollowing: (i) The Company shall pay you A payment, in full satisfaction of any bonus otherwise due under Section 3 above and the Bonus Plan in respect of the year in which the CEO Termination Date occurs, of a prorated portion of the Target Bonus, with such proration based on the number of days of your full base salary employment hereunder between January 1 of such year through the CEO Termination Date, relative 365 days; (ii) A payment equal to the Base Salary (or if such termination occurs during a Corporate Transaction Period, a payment equal to 1.5 times the Base Salary); (iii) A payment equal to the Target Bonus (or if such termination occurs during a Corporate Transaction Period, a payment equal to 1.5 times the Target Bonus); (iv) Subject to your timely election of COBRA benefits, a payment equal to the product of (x) the monthly COBRA premium cost payable by you for group health insurance benefits at such time, and (y) twelve (12) months (or if such termination occurs during a Corporate Transaction Period, twenty-four (24) months); and (v) The following equity award benefits: (A) acceleration of the service vesting of then outstanding PSOs (if any) that otherwise would have become service-vested over the twelve (12) months following the CEO Termination Date, with any such PSOs continuing to be eligible to become vested subject to achievement of any applicable Stock Price Hurdles prior to the first anniversary of such CEO Termination Date and the continued ability to exercise the PSOs until the second anniversary of the CEO Termination at Date, (B) subject to any then outstanding PSUs becoming vested based on achievement of the rate applicable EPS target on or prior to the first anniversary of the Effective Date, acceleration of the service vesting of such PSUs that otherwise would have become service-vested over the twelve (12) months following the CEO Termination Date, based on vesting in effect at equal monthly installments, not equal annual installments, for such PSUs, and (C) acceleration of the time Notice service vesting of then outstanding RSUs (if any) that otherwise would have become service-vested over the twelve (12) months following the CEO Termination is givenDate, based on vesting in equal monthly installments, not equal annual installments, for such RSUs. Notwithstanding the foregoing, if such termination of employment occurs within thirty days prior to a Corporate Transaction or during a Corporate Transaction Period: (x) on the Corporate Transaction, if the performance target applicable to the PSUs has not yet been achieved, such PSUs shall become vested based on the greater of target or actual performance (as the same shall be determined as of immediately prior to the Corporate Transaction), (y) on the later of the CEO Termination Date or the Corporate Transaction, the service-vesting of any the outstanding PSOs, PSUs and RSUs shall be fully and immediately accelerated and (z) the PSOs shall continue to be exercisable until the second anniversary of the CEO Termination Date. (c) As a condition to receiving the payments and benefits that are provided for in this Section 10(b) above, you must execute a written release, in substantially the form attached hereto as Exhibit A (the “Release”), which must become effective no later than the fifth 60th day following the Date date of Terminationyour CEO Termination Date, and if not, you shall receive will forfeit any right to payments or benefits under this Employment Agreement. To become effective, the Release must be executed by you and any revocation periods (as required by statute, regulation, or otherwise) must have expired without you having revoked the Release. In addition, in no event will any payments or benefits be paid or provided until the Release actually becomes effective and you may not execute the Release prior to the CEO Termination Date. Subject to the foregoing, all other amounts to which you are entitled under any compensation or benefit plan of the Companypayments referenced in Section 10(b)(i), at the time such payments are due. (ii) At the time specified and (iii) shall be paid in Section 3(d) hereof, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to on the sum of: eighth (A8th) (i) day following your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (i) your annual base salary in effect immediately prior to the Change in Control of the Company or (ii) your annual base salary in effect at the time Notice of CEO Termination is givenDate. (iii) For purposes of determining the vesting of any awards made to you under the Company’s 2000 Stock Incentive Plan, as well as any unvested shares of Company Stock you acquired pursuant to any awards made under that plan, you shall be treated as if you had completed an additional 12 months of service immediately before the date on which your employment is terminated.

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by the Company is terminated by the Company without cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are due. (ii) At the time specified in Section 3(d) hereof, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to two times the sum of: (A) (i) your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (iI) your annual base salary in effect immediately prior to the Change in Control of the Company or (iiII) your annual base salary in effect at the time Notice of Termination is given; and (B) the greater of (I) your annual target bonus for the year in which the Change in Control occurs or, (II) if no such target bonus has yet been determined for such year, your annual target bonus actually earned by you in the year immediately preceding the year in which the Change in Control occurs. (iii) For purposes At the time specified in Section 3(d) hereof, the Company shall pay to you, in lieu of determining amounts which may otherwise be payable to you under any bonus plan (a "Bonus Plan"), an amount in cash equal to (A) your annual target bonus for the vesting year in which the Change in Control occurs, multiplied by a fraction, (I) the numerator of which equals the number of full or partial days in such annual performance period during which you were employed by the Company and (II) the denominator of which is 365, and (B) the entire target bonus opportunity with respect to each performance period in progress under all other Bonus Plans in effect at the time of termination. Notwithstanding the foregoing, this Section 3(b)(iii) shall not apply with respect to any awards made amounts which may otherwise be payable to you under the Company’s 2000 Stock 's Senior Executive Incentive PlanPlan or any other Bonus Plan of the Company that applies primarily to "covered employees" within the meaning of Section 162(m) of the Code. (iv) The Company shall provide you with a cash allowance, as well as at the time specified in Section 3(d) hereof, for outplacement and job search activities (including, but not limited to, office and secretarial expenses) in the amount of 20% of your annual base salary and annual target bonus taken into account under Section 3(b)(ii) hereof, provided that (A) such cash allowance shall not exceed $100,000 and (B) such cash allowance shall apply only to those costs or obligations that are incurred by you during the 36-month period following your termination of employment. (v) For a 24-month period following your termination of employment, the Company shall arrange to provide you with life and health insurance benefits no less favorable than those which you were receiving immediately prior to the Notice of Termination. Notwithstanding the foregoing, any unvested shares of Company Stock you acquired pursuant benefit described in the preceding sentence shall constitute secondary coverage with respect to any awards made life and health insurance benefits actually received by you in connection with any subsequent employment (or self-employment) during the 24-month period following your termination. (vi) No retiree medical and life benefits will be provided to you hereunder or otherwise by the Company or any subsidiary (this does not limit your rights under that planSection 3(b)(v) above, however). In lieu thereof, starting at the later of age 55 or after benefits are no longer provided under Section 3(b)(v) above, you will receive a lump sum equivalent on an after-tax basis to the value of coverage that would provide to you retiree medical and life benefits no less favorable than the benefits that you would have received had you, at the time the Notice of Termination was given, both (A) attained age 55 and (B) retired from the Company, assuming that such benefits described in this sentence would have constituted secondary coverage with respect to retiree medical and life benefits actually received by you in connection with any subsequent employment (or self-employment) following your termination. For this purpose, it is understood that the lump sum will be equal on an after-tax basis to the present value of the cost of retiree medical and life coverage under the Company's Health Plan (the "Health Plan") that would have been incurred by the Company on behalf of you, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year in which such lump sum is paid. The lump sum shall be treated calculated by the actuary for the Health Plan and paid in cash as if soon as administratively practicable following the expiration of the benefits-continuation period under Section 3(b)(v). You agree to promptly notify the Company of any employment or other arrangement by which you had completed an additional 12 months provide services during the benefits-continuation periods under Section 3(b)(v) and Section 3(b)(vi) and of service immediately before the date on nature and extent of benefits for which your employment is terminatedyou become eligible during such periods which would reduce or terminate benefits under Section 3(b)(v) or this Section 3(b)(vi).