Common use of Termination by the Company Without Cause; Termination by Executive for Good Reason Clause in Contracts

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's employment is terminated by the Company for reasons other than death, Total Disability or Cause, or Executive terminates his employment for Good Reason, the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination and any earned but unpaid bonuses for any prior period. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(f) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to two times the sum of Executive's Base Salary plus his Target Annual Bonus (in each case as then in effect), of which one-half shall be paid in a lump sum within ten (10) days after such termination and one-half shall be paid during the two (2) year period beginning on the date of Executive's termination and shall be paid at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period. (iv) The Company at its expense will continue for Executive and Executive's spouse and dependents, all health benefit plans, programs or arrangements, whether group or individual, and also including deferred compensation, disability, automobile, and other benefit plans, in which Executive was entitled to participate at any time during the twelve-month period prior to the date of termination, until the earliest to occur of (A) two years after the date of termination; (B) Executive's death (provided that benefits payable to Executive's beneficiaries shall not terminate upon Executive's death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer. In the event that Executive's continued participation in any such plan, program, or arrangement of the Company is prohibited, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for such period on a basis which provides Executive with no additional after tax cost. (v) Except to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as of the date of termination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to senior executives, pro-rated for the fiscal year in which the Executive is terminated. (vi) Executive shall continue to vest in all stock option awards or restricted stock awards over the two (2) year period commencing on the date of such termination of employment. Executive shall have two (2) years and six (6) months after the date of termination to exercise all options, unless by virtue of the particular stock option award, the option grant expires on an earlier date. (vii) As otherwise specifically provided herein.

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that a. The Company may terminate Executive's ’s employment is terminated by without Cause upon 30 days’ prior written notice to Executive and Executive may terminate Executive’s employment with the Company for reasons other than death, Total Disability or Cause, or Executive terminates his employment for Good Reason, in which case: i. Executive shall (subject, in the case of the following clauses (C), (D) and (E), to Executive’s delivery of a general release reasonably acceptable to the Company which shall pay have become irrevocable and Executive’s compliance with the following amounts to Executivecovenants set forth in the Non-Competition and Confidentiality Agreement) be entitled to: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, A. any accrued but unpaid expenses required Annual Salary and PTO due to be reimbursed Executive as of the termination of employment; B. reimbursement under this Agreement, any vacation accrued Agreement for expenses incurred but unpaid prior to the date termination of termination and any earned but unpaid bonuses for any prior period.employment; (ii) Any benefits C. a cash payment equal to which Executive may be entitled pursuant to the plans100% of Executive’s Annual Salary, policies and arrangements referred to payable in Section 4(f) hereof shall be determined and paid equal installments over a 12-month period in accordance with the terms of such plans, policies Company’s usual and arrangements.customary payroll practices; (iii) An amount D. a cash payment equal to two times Executive’s Annual Bonus for the sum calendar year in which Executive’s employment hereunder terminates, prorated based on the period beginning on January 1 and ending on the date on which Executive’s employment is terminated pursuant to this Section 7.3, and calculated based on actual performance through the end of the applicable performance year (but in no event shall the amount of the bonus payable to Executive be greater than the prorated portion of Executive's Base Salary plus his ’s Target Annual Bonus (in each case as then in effectfor such year), payable in equal installments over a 12-month period in accordance with the Company’s usual and customary payroll practices; and E. for a period of which one-half one year after termination, such health benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) as Executive would have received under this Agreement (and at such costs to Executive as would have applied in the absence of such termination); provided, however, that the Company shall in no event be required to provide any benefits otherwise required by this clause (E) after such time as Executive becomes entitled to receive benefits of the same type from another employer or recipient of Executive’s services (such entitlement being determined without regard to any individual waivers or other similar arrangements). ii. The timing of the payments provided under Section 7.3(a)(i) shall be as follows, except as provided in Section 7.5: A. Amounts payable pursuant to clauses (A) and (B) of Section 7.3(a)(i) shall be paid in a lump sum within ten the normal course or in accordance with applicable law and in no event later than 30 days following Executive’s separation from service; B. Amounts payable pursuant to clauses (10C) days after such termination and one-half (D) of Section 7.3(a)(i) shall be paid during the two (2) year period beginning commence on the date of Executive's termination and shall be paid at 60th day following the same time and separation from service in the same manner as Base Salary would have been paid if Executive had remained in active employment until case of clause (C) or the end of such period. the applicable performance period in the case of clause (ivD), provided Executive has delivered the release referenced in Section 7.3(a)(i) The Company at its expense will continue for Executive and Executive's spouse and dependents, all health benefit plans, programs or arrangements, whether group or individual, and also including deferred compensation, disability, automobile, and other benefit plans, in which Executive was entitled to participate at any time during the twelve-month period prior to the date Company and such release has become irrevocable; and C. Amounts payable for the health benefits provided pursuant to clause (E) of termination, until the earliest to occur of (ASection 7.3(a)(i) two years after shall commence at the date of termination; (B) following Executive's death (provided ’s separation from service that benefits payable to Executive's beneficiaries shall not terminate upon Executive's death); or (C) with respect to any particular plan, program or arrangement, is required under the date Executive becomes covered by a comparable benefit by a subsequent employer. In the event that Executive's continued participation in any such plan, program, or arrangement of the Company is prohibited, the Company will arrange relevant health plans and programs to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for such period on a basis which provides Executive with no additional after tax cost.benefits; and (v) Except to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as of the date of termination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to senior executives, pro-rated for the fiscal year in which the Executive is terminated. (vi) Executive shall continue to vest in all stock option awards or restricted stock awards over the two (2) year period commencing on the date of such termination of employmentiii. Executive shall have two (2) years and six (6) months no further rights to any other compensation or benefits hereunder on or after the date termination of termination to exercise all optionsemployment, unless by virtue of the particular stock option award, the option grant expires on an earlier dateor any other rights hereunder. (vii) As otherwise specifically provided herein.

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's ’s employment is terminated by the Company for reasons other than death, Total Disability or Cause, or Executive terminates his employment for Good Reason, the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination and any earned but unpaid bonuses for any prior period.; (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(f) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements.; (iii) An amount equal to two times the sum of Executive's ’s Base Salary plus his Target Annual Bonus (in each case as then in effect), of which one-half shall be paid in a lump sum within ten (10) days after such termination and one-half shall be paid during the two (2) year period beginning on the date of Executive's ’s termination and shall be paid at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period.; (iv) The Company at its expense will continue for Executive and Executive's ’s spouse and dependents, all health benefit plans, programs or arrangements, whether group or individual, and also including deferred compensation, disability, automobile, and other benefit plans, in which Executive was entitled to participate at any time during the twelve-month period prior to the date of termination, until the earliest to occur of (A) two and one-half years after the date of termination; (B) Executive's ’s death (provided that benefits payable to Executive's ’s beneficiaries shall not terminate upon Executive's ’s death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer. In the event that Executive's ’s continued participation in any such plan, program, or arrangement of the Company is prohibited, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for such period on a basis which provides Executive with no additional after tax cost.; (v) Except to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as of the date of termination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to senior executives, pro-rated for the fiscal year in which the Executive is terminated.; (vi) Subject to the terms and conditions of the applicable executive long-term incentive plans governing the option awards or restricted stock awards, Executive shall continue to vest in all stock option awards or restricted stock awards over the two (2) year period commencing on the date of such termination of employment. Executive shall have two (2) years and six (6) months after the date of termination to exercise all options, unless by virtue of the particular stock option award, the option grant expires on an earlier date.; and (vii) As otherwise specifically provided herein.

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's employment is terminated by the Company for reasons other than death, Total Disability or Cause, or Executive terminates his employment for Good Reason, the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination and any earned but unpaid bonuses for any prior period. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(fSections 4(g)-(i) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to two times the sum of Executive's Base Salary plus his Target Annual Bonus (in each case as then in effect), of which one-half shall be paid in a lump sum within ten (10) days after such termination and one-half shall be paid during the two (2) year period beginning on the date of Executive's termination and shall be paid at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period. (iv) The Company at its expense will continue for Executive and Executive's spouse and dependents, all health benefit plans, programs or arrangements, whether group or individual, and also including deferred compensation, disability, automobile, and other benefit plans, in which Executive was entitled to participate at any time during the twelve-month period prior to the date of termination, until the earliest to occur of (A) two years after the date of termination; (B) Executive's death (provided that benefits payable to Executive's beneficiaries shall not terminate upon Executive's death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer. In the event that Executive's continued participation in any such plan, program, or arrangement of the Company is prohibited, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for such period on a basis which provides Executive with no additional after tax cost. (v) Except to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as of the date of termination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to senior executives, pro-rated for the fiscal year in which the Executive is terminated. (vi) As of the date of such termination of employment, the stock options awarded to Executive pursuant to Section 4(e)(i) hereof and the Restricted Stock Grant shall be fully vested. Executive shall continue to vest in all other stock option awards or restricted stock awards over the two (2) year period commencing on the date of such termination of employmenttermination. Executive shall have two (2) years and six (6) months after the date of termination to exercise all options, unless by virtue of the particular stock option award, the option grant expires on an earlier date. (vii) As otherwise specifically provided herein.

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's ’s employment is terminated by the Company for reasons other than death, Total Disability or “Without Cause” (as that term is defined hereinbelow), or in the event Executive terminates his employment for “Good Reason, the ” (as that term is defined hereinbelow): (a) The Company shall pay to Executive severance consisting of an amount equal to the 12 months of the Executive’s Base Compensation and one (1) times Executive’s target Bonus, or the aggregate amount of unpaid Base Compensation due to Executive under this Agreement, whichever is greater, in effect at the time of termination. The severance shall be paid not less frequently than in equal monthly installments following amounts to Executive: such termination. The Company shall also pay the Executive (i) Any accrued but unpaid Base Salary for services rendered Compensation, prorated to the date of termination; (ii) current year’s Bonus, prorated to the date of termination, and payable following the end of the performance year based upon the Committee’s assessment of Executive’s performance; (ii) any previous year’s unpaid Bonus based upon actual or discretionary payouts, if any; and (iii) within 30 days of his termination, unpaid cash entitlements, if any, earned and accrued but unpaid expenses required pursuant to be reimbursed under this Agreement, the terms of any vacation accrued applicable Company plan or program prior to the date of the date of termination and any earned but (which unpaid bonuses for any prior period. cash entitlements under this Section 6.3 (a) (ii) Any shall not include any unpaid Bonus or any unpaid long-term incentive cash awards or other awards under the Plan). Executive agrees to be bound by the covenants set forth herein prior to, as of and subsequent to the termination date. In addition, Executive shall continue to participate, at the active employee rates, in such health benefits plans in which he is enrolled throughout the term of the payments set forth in this Section 6.3 (a), up to a maximum of 12 months, with said period of participation to run concurrently with any period of COBRA coverage to which Executive may be entitled pursuant to entitled. To the plans, policies and arrangements referred to in Section 4(f) hereof shall be determined and paid in accordance with the terms of extent such plans, policies and arrangements. (iii) An amount equal to two times the sum of Executive's Base Salary plus his Target Annual Bonus (in each case as then in effect), of which one-half shall be paid in a lump sum within ten (10) days after such termination and one-half shall be paid during the two (2) year period beginning on the date of Executive's termination and shall be paid at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period. (iv) The Company at its expense will continue for Executive and Executive's spouse and dependents, all health benefit planscoverage extends beyond the aforesaid period of COBRA coverage, programs or arrangements, whether group or individualthe difference between the premium paid by Executive for participation in such health benefit plans and the premium that would be payable by an employee receiving COBRA coverage shall constitute taxable income to Executive, and also including deferred compensation, disability, automobilesubject to Section 409A of the Code, and Executive shall not receive any payment or other benefit plans, in which Executive was entitled to participate at any time during the twelve-month period prior to the date lieu of termination, until the earliest to occur of such coverage. Other than as set forth in this Section 6.3 (A) two years after the date of termination; (B) Executive's death (provided that benefits payable to Executive's beneficiaries shall not terminate upon Executive's deatha); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer. In the event that Executive's continued participation in any such plan, program, or arrangement of the Company is prohibited, the Company will arrange shall have no further obligations to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for such period on this Agreement in the event of a basis which provides Executive with no additional after tax cost. (v) Except to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as of the date of termination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to senior executives, pro-rated for the fiscal year in which the Executive is terminated. (vi) Executive shall continue to vest in all stock option awards or restricted stock awards over the two (2) year period commencing on the date of such termination of employment. Executive shall have two (2) years and six (6) months after Executive’s employment by the date Company Without Cause or any termination of termination to exercise all options, unless Executive’s employment by virtue of the particular stock option award, the option grant expires on an earlier dateExecutive. (vii) As otherwise specifically provided herein.

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's ’s employment is terminated by the Company for reasons other than death, Total Disability or Cause, or Executive terminates his employment for Good Reason, the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination and any earned but unpaid bonuses for any prior period.; (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(f) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements.; (iii) An amount equal to two times the sum of Executive's ’s Base Salary plus his Target Annual Bonus (in each case as then in effect), of which one-half shall be paid in a lump sum within ten (10) days after such termination and one-half shall be paid during the two (2) year period beginning on the date of Executive's ’s termination and shall be paid at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period.; (iv) The Company at its expense will continue for Executive and Executive's ’s spouse and dependents, all health benefit plans, programs or arrangements, whether group or individual, and also including deferred compensation, disability, automobile, and other benefit plans, in which Executive was entitled to participate at any time during the twelve-month period prior to the date of termination, until the earliest to occur of (A) two and one-half years after the date of termination; (B) Executive's ’s death (provided that benefits payable to Executive's ’s beneficiaries shall not terminate upon Executive's ’s death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer. In the event that Executive's ’s continued participation in any such plan, program, or arrangement of the Company is prohibited, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for such period on a basis which provides Executive with no additional after tax cost.; (v) Except to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as of the date of termination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to senior executives, pro-rated for the fiscal year in which the Executive is terminated.; (vi) Executive shall continue to vest in all stock option awards or restricted stock awards over the two (2) year period commencing on the date of such termination of employment. Executive shall have two (2) years and six (6) months after the date of termination to exercise all options, unless by virtue of the particular stock option award, the option grant expires on an earlier date.; and (vii) As otherwise specifically provided herein.

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that (a) The Company may terminate Executive's ’s employment is terminated by without Cause upon 30 days’ prior written notice to Executive and Executive may terminate Executive’s employment with the Company for reasons other than death, Total Disability or Cause, or Executive terminates his employment for Good Reason, the Company shall pay the following amounts to Executivein which case: (i) Any accrued but unpaid Base Salary for services rendered Executive shall (subject, in the case of the following clauses (C), (D) and (E), to Executive’s delivery of a general release reasonably acceptable to the date of termination, Company which shall have become irrevocable and Executive’s compliance with the covenants set forth in the Non-Competition and Confidentiality Agreement) be entitled to: (A) any accrued but unpaid Annual Salary and PTO due to Executive as of the termination of employment; (B) reimbursement under this Agreement for expenses incurred but unpaid prior to the termination of employment; (C) a cash payment equal to 100% of Executive’s Annual Salary, payable in equal installments over a 12-month period in accordance with the Company’s usual and customary payroll practices; (D) a cash payment equal to Executive’s Annual Bonus for the calendar year in which Executive’s employment hereunder terminates, prorated based on the period beginning on January 1 and ending on the date on which Executive’s employment is terminated pursuant to this Section 7.3, and calculated based on actual performance through the end of the applicable performance year (but in no event shall the amount of the bonus payable to Executive be greater than the prorated portion of Executive’s Target Annual Bonus for such year), payable in equal installments over a 12-month period in accordance with the Company’s usual and customary payroll practices; and (E) for a period of one year after termination, such health benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) as Executive would have received under this Agreement (and at such costs to Executive as would have applied in the absence of such termination); provided, however, that the Company shall in no event be required to be reimbursed under provide any benefits otherwise required by this Agreement, clause (E) after such time as Executive becomes entitled to receive benefits of the same type from another employer or recipient of Executive’s services (such entitlement being determined without regard to any vacation accrued to the date of termination and any earned but unpaid bonuses for any prior periodindividual waivers or other similar arrangements). (ii) Any benefits to which Executive may The timing of the payments provided under Section 7.3(a)(i) shall be entitled as follows, except as provided in Section 7.5: (A) Amounts payable pursuant to the plans, policies clauses (A) and arrangements referred to in (B) of Section 4(f7.3(a)(i) hereof shall be determined and paid in the normal course or in accordance with applicable law and in no event later than 30 days following Executive’s separation from service; (B) Amounts payable pursuant to clauses (C) and (D) of Section 7.3(a)(i) shall commence on the terms 60th day following the separation from service in the case of clause (C) or the end of the applicable performance period in the case of clause (D), provided Executive has delivered the release referenced in Section 7.3(a)(i) to the Company and such plans, policies release has become irrevocable; and (C) Amounts payable for the health benefits provided pursuant to clause (E) of Section 7.3(a)(i) shall commence at the date following Executive’s separation from service that is required under the relevant health plans and arrangements.programs to provide such benefits; and (iii) An amount equal Executive shall have no further rights to two times the sum of Executive's Base Salary plus his Target Annual Bonus (in each case as then in effect), of which one-half shall be paid in a lump sum within ten (10) days after such termination and one-half shall be paid during the two (2) year period beginning any other compensation or benefits hereunder on the date of Executive's termination and shall be paid at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period. (iv) The Company at its expense will continue for Executive and Executive's spouse and dependents, all health benefit plans, programs or arrangements, whether group or individual, and also including deferred compensation, disability, automobile, and other benefit plans, in which Executive was entitled to participate at any time during the twelve-month period prior to the date of termination, until the earliest to occur of (A) two years after the date of termination; (B) Executive's death (provided that benefits payable to Executive's beneficiaries shall not terminate upon Executive's death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer. In the event that Executive's continued participation in any such plan, program, or arrangement of the Company is prohibited, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for such period on a basis which provides Executive with no additional after tax cost. (v) Except to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as of the date of termination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to senior executives, pro-rated for the fiscal year in which the Executive is terminated. (vi) Executive shall continue to vest in all stock option awards or restricted stock awards over the two (2) year period commencing on the date of such termination of employment. Executive shall have two (2) years and six (6) months after the date of termination to exercise all options, unless by virtue of the particular stock option award, the option grant expires on an earlier dateor any other rights hereunder. (vii) As otherwise specifically provided herein.

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's ’s employment is terminated by the Company for reasons other than death, Total Disability or Cause, or Executive terminates his employment for Good Reason, the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination and any earned but unpaid bonuses for any prior period.; (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(f) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements.; (iii) An amount equal to two times the sum of Executive's ’s Base Salary plus his Target Annual Bonus (in each case as then in effect), of which one-half shall be paid in a lump sum within ten (10) days after such termination and one-half shall be paid during the two (2) year period beginning on the date of Executive's ’s termination and shall be paid at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period; (iv) Executive will receive two years additional service credit under the current non-qualified supplemental pension plans, or successors thereto, of the Company applicable to Executive. (ivv) The Company at its expense will continue for Executive and Executive's ’s spouse and dependents, all health benefit plans, programs or arrangements, whether group or individual, and also including deferred compensation, disability, automobile, and other benefit plans, in which Executive was entitled to participate at any time during the twelve-month period prior to the date of termination, until the earliest to occur of (A) two and one-half years after the date of termination; (B) Executive's ’s death (provided that benefits payable to Executive's ’s beneficiaries shall not terminate upon Executive's ’s death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer. In the event that Executive's ’s continued participation in any such plan, program, or arrangement of the Company is prohibited, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for such period on a basis which provides Executive with no additional after tax cost.; (vvi) Except to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as of the date of termination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to senior executives, pro-rated for the fiscal year in which the Executive is terminated.; (vivii) Executive shall continue to vest in all stock option awards or restricted stock awards over the two (2) year period commencing on the date of such termination of employment. Executive shall have two (2) years and six (6) months after the date of termination to exercise all options, unless by virtue of the particular stock option award, the option grant expires on an earlier date.; and (viiviii) As otherwise specifically provided herein.

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's ’s employment is terminated by the Company for reasons other than death, Total Disability or Cause, or Executive terminates his employment for Good Reason, the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of terminationtermination paid pursuant to the timing arrangement under which the Company normally compensates employees for services performed during a payroll period, any accrued but unpaid expenses required to be reimbursed under this AgreementAgreement paid in accordance with Section 4, any unused vacation accrued to as of the date of termination paid in accordance with the Company’s executive vacation policy, and any earned but unpaid cash bonuses for any prior period.period to the same extent as earned and paid to other similarly situated executives at the time and in the form specified for payment under the terms of such bonus plan; (ii) Any benefits to which Executive may be entitled pursuant to the Company’s plans, programs, policies and arrangements (including those referred to in Section 4(f) hereof hereof) shall be determined and paid in accordance with the terms of such plans, programs, policies and arrangements.; (iii) An amount equal to two (2) times the sum of Executive's ’s Base Salary plus his Target Annual Bonus (in each case as then in effect)) plus the greater of his highest annual bonus earned under the applicable annual incentive compensation plan of the Company during the preceding 3 years or $450,000, of which one-half shall be paid in a lump sum within ten as soon as administratively practicable following the end of the six (106) days month period beginning immediately after such termination of employment and one-half shall be paid in substantially equal monthly installments during the two (2) year period beginning on the date of Executive's termination and shall be paid at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until soon as administratively practicable following the end of the six (6) month period beginning immediately after such period.termination of employment; (iv) The Company at its expense will continue for Executive and Executive's ’s spouse and dependents, all health benefit plans, programs or arrangements, whether group or individualeligible dependents shall continue to participate in, and also including deferred compensationreceive group health coverage under, disabilitythe Company’s group health plans that provide group health coverage to active employees of the Company from time to time, automobile, and other benefit plans, in which Executive was entitled to participate at any time during the twelve-month period prior but only to the date of termination, extent such plans continue to be available to the Company’s employees and only until the earliest to occur of (A) two and one-half (21/2) years after the date of termination; , (B) Executive's ’s death (provided or in the case of coverage for a qualified beneficiary of Executive, the death of that benefits payable to Executive's beneficiaries shall not terminate upon Executive's deathqualified beneficiary); , or (C) with respect to any particular plan, program the date on which Executive (or arrangementin the case of coverage for a qualified beneficiary of Executive, the date Executive qualified beneficiary) becomes covered by a comparable benefit by eligible for coverage under any other group health plan of a subsequent employer. In employer providing comparable coverage (the event “Continuation Coverage Period”); provided that Executive's continued participation in any such plan, program, or arrangement the Company shall pay for one hundred percent (100%) of the Company is prohibitedpremiums for such group health coverage, and the premiums that otherwise would be charged to Executive for such coverage but for this Section 6(e)(iv) shall be taxable to Executive; the group health plan coverage benefits provided by the Company under this Section 6(e)(iv) during any taxable year of Executive will arrange not affect such benefits provided by the Company in another taxable year during the Continuation Coverage Period; and the right to provide Executive with the benefits substantially similar provided under this Section 6(e)(iv) is not subject to those which Executive would have been entitled to receive under such plan, program, liquidation or arrangement, exchange for such period on a basis which provides Executive with no additional after tax cost.another benefit; (v) Except to the extent prohibited by law, and except as otherwise provided hereinin this Section 6(e), Executive will be one hundred percent (100% %) vested in all benefits, awards, and grants accrued but unpaid as of the date of termination under any non-qualified pension plan, profit sharing plan, plan or supplemental and/or incentive compensation plans executive plan in which Executive was a participant as of the date of termination. Executive shall also be eligible for a an annual bonus or annual incentive compensation payment, at the same time, on the same basis, basis and to the same extent payments are made to senior executives, pro-rated for the fiscal year in which the Executive is terminated.terminated and payable in the year following the date of termination at the later of (i) the same time payments are made to senior executives or (ii) as soon as administratively practicable following the six (6) month period beginning immediately after such termination of employment; and (vi) Executive shall continue to vest Except as otherwise provided in all this Agreement, the treatment of equity-based or long-term incentive awards, including (without limitation) stock option awards or options, restricted stock, restricted stock awards over units, and performance shares or units, will be governed in accordance with the two (2) year period commencing on the date of such termination of employment. Executive shall have two (2) years and six (6) months after the date of termination to exercise all options, unless by virtue terms of the particular stock option award agreement governing such award, the option grant expires on an earlier date. (vii) As otherwise specifically provided herein.

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's ’s employment is terminated by the Company for reasons other than death, Total Disability or Cause, or Executive terminates his employment for Good Reason, the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination termination, and any earned but unpaid bonuses for any prior period. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(f) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to two times the sum of Executive's Base Salary plus his Target Annual Bonus (in each case as then in effect), of which one-half shall be paid in a lump sum within ten (10) days after such termination and one-half shall be paid during the two (2) year period beginning on the date of Executive's termination and shall be paid at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period. (iv) The Company at its expense will continue for Executive and Executive's spouse and dependents, all health benefit plans, programs or arrangements, whether group or individual, and also including deferred compensation, disability, automobile, and other benefit plans, in which Executive was entitled to participate at any time during the twelve-month period prior to the date of termination, until the earliest to occur of (A) two years after the date of termination; (B) Executive's death (provided that benefits payable to Executive's beneficiaries shall not terminate upon Executive's death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer. In the event that Executive's continued participation in any such plan, program, or arrangement of the Company is prohibited, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for such period on a basis which provides Executive with no additional after tax cost. (v) Except to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as of the date of termination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to senior executives, pro-rated for the fiscal year in which the Executive is terminated. Such bonuses or incentive compensation payment shall be paid pursuant to the terms of the applicable bonus or annual incentive compensation plan; (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(d) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements; (iii) An amount equal to two times the sum of Executive’s Base Salary plus his Target Annual Bonus (in each case as then in effect), of which one-half shall be paid in a lump sum six (6) months after such termination and one-half shall be paid in substantially equal amounts at the same time and in the same manner as Base Salary would have been paid during the two-year period following such termination if Executive had remained in active employment until the end of such period; provided, however, such payments shall not commence until six (6) months after Executive’s termination of employment, at which time the Executive shall receive a lump sum payment equal to the payments that would have been made during such 6-month period; (iv) If such termination occurs prior to Executive’s 55th birthday, the Company, at its expense, will provide coverage for Executive and Executive’s spouse and dependents no less favorable than the coverage provided under all health benefit plans, programs or arrangements, whether group or individual, in which Executive would be entitled to participate as a retiree of the Company, and in a manner that such benefits are excluded from the Executive’s income for federal income tax purposes, until the earliest to occur (A) Executive’s death (provided that benefits payable to Executive’s beneficiaries shall not terminate upon Executive’s death); or (B) with respect to any particular plan, program or arrangement, the date Executive becomes covered for a comparable benefit by a subsequent employer. If such termination occurs at age 55 or older, the Executive shall be entitled to participate in the Company’s post-retirement benefit programs on the same basis as other retirement eligible employees of the Company. Payments made by the Company for coverage under the health benefit plans, programs or arrangements during a taxable year shall not affect the payments made by the Company for coverage on behalf of the Executive under such plans, programs or arrangements in another taxable year. The Executive’s right to the Company’s payment of the cost of coverage hereunder shall not be subject to liquidation or exchange for another benefit. (v) Except to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as of the date of termination under any supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall receive additional years of service credit and age credit under the Tesoro Corporation Amended and Restated Executive Security Plan to the extent necessary to determine his benefit thereunder as if he had attained age fifty-five (55) and had completed twenty (20) years of service; (vi) Executive shall continue to vest in all stock option awards options or restricted stock awards grants over the two (2) year period commencing on the date of such termination of employment. Executive shall have two (2) years and six (6) months after the date of termination of employment to exercise all options, unless by virtue of the particular stock option award, the option grant expires on an earlier date.; and (vii) As otherwise specifically provided herein.

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that If Executive's ’s employment is terminated by the Company for reasons other than death, Total Disability Without Cause or Cause, or by Executive terminates his employment for Good Reason, then: (a) Executive is entitled to receive or otherwise to be provided, and the Company shall pay the following amounts or provide to Executive: (i) Any accrued but unpaid Base Salary for services rendered to The aggregate of the following, in a single lump sum, on or before the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to thirty (30) days after the date of termination Termination Date: (A) the Accrued Obligations; and any earned but unpaid bonuses for any prior period.(B) Prior Year Bonus; (ii) Any benefits Subject to which Executive may be entitled timely execution of a Release pursuant to Section 8.6 and compliance with Exhibit “A”, continued payment of Executive’s annual Base Salary (disregarding any reduction thereto in violation of this Agreement) and Pro Rata Bonus for the plansperiod from the Termination Date through the lesser of twelve (12) months or the period through and inclusive of the last day of the Term as if Executive’s employment had not terminated (the “Continuation Period”), policies and arrangements referred payable to Executive in Section 4(faccordance with the Company’s generally applicable payroll practices for senior executive officers, but not less frequently than in equal monthly installments (with the Pro-Rata Bonus being paid at the same time Annual Bonuses are paid to other senior executives); and (iii) hereof shall be determined and paid The timely payment or timely provision of the Other Benefits in accordance with the terms and conditions of such plans, policies and arrangements.the applicable Benefit Plan; and (iiib) An amount equal Subject to two times the sum timely execution of Executive's Base Salary plus his Target Annual Bonus a Release pursuant to Section 8.6 and compliance with Exhibit “A”, (i) all Unvested Equity shall automatically and immediately become vested and exercisable in each case as then in effect), of which one-half shall be paid in a lump sum within ten (10) days after such termination and one-half shall be paid during the two (2) year period beginning full on the date of Executive's termination and shall be paid at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period. Termination Date, (ivii) The Company at its expense will continue for Executive and Executive's spouse and dependents, all health benefit plans, programs or arrangements, whether group or individual, and also including deferred compensation, disability, automobile, and other benefit plans, in which Executive was entitled to participate at any time during the twelve-month period prior to the date of termination, until the earliest to occur of (A) two years after the date of termination; (B) Executive's death (provided that benefits payable to Executive's beneficiaries shall not terminate upon Executive's death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer. In the event that Executive's continued participation in any such planaccelerated Equity Compensation, program, or arrangement of the Company is prohibited, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for such period on a basis which provides Executive with no additional after tax cost. (v) Except to the extent prohibited permitted by law(x) applicable law and (y) the 2016 EIP, shall remain outstanding and except as otherwise provided hereinbe exercisable, Executive will be 100% vested in all benefitsto the extent applicable, awards, and grants accrued but unpaid as of the date of termination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to senior executives, pro-rated for the fiscal year in which the Executive is terminated. (vi) Executive shall continue to vest in all stock option awards or restricted stock awards over the two (2) year period commencing on the date of such termination of employment. Executive shall have two (2) years and six (6) months after from the later of the Termination Date or the date of termination to exercise the award first becomes vested and exercisable, but in all options, unless by virtue of events no later than the particular stock option applicable term for each such award, ; and (iv) all restrictions on the option grant expires on an earlier dateEquity Compensation shall automatically and immediately lapse. (viic) As otherwise specifically Subject to timely execution of a Release pursuant to Section 8.6 and compliance with Exhibit “A”, during the period starting on the Termination Date and ending on and inclusive of the earlier of (i) the date, if any, on which Executive is eligible under an employee welfare plan of another employer to receive benefits substantially equivalent to the benefits provided hereinunder the Medical Plans, and (ii) the end of the Continuation Period, Executive and his eligible dependents shall be entitled, at the Company’s sole cost and expense, to continue participation in all Medical Plans in which such Executive and his eligible dependents were participating as of the Termination Date, at the same levels as existed as of the Termination Date, except that if Company is unable to provide coverage under the Medical Plans, then the Company shall notify Executive on a timely basis to allow Executive to obtain COBRA benefits and shall reimburse Executive, on a monthly basis for the Continuation Period, an amount equal to the applicable COBRA premium for the Executive and his eligible dependents, on a “tax grossed-up basis, and it shall be Executive’s responsibility to elect and maintain medical coverage under COBRA.

Termination by the Company Without Cause; Termination by Executive for Good Reason. In If the event that Company terminates Executive's employment is terminated by the Company for reasons other than death, Total Disability or without Cause, or Executive terminates his employment for Good Reason, the Company shall will pay and/or provide Executive with the following amounts to Executive: after compliance with subsection (d) hereof: (i) Any accrued but unpaid Base Salary continuation for services rendered to the date longer of termination(a) two years or (b) the remainder of the Employment Term as in effect on the day the Notice of Termination is delivered (the "Salary Continuation Period"), any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination and any earned but unpaid bonuses for any prior period. (ii) Any all benefits to which Executive may be is entitled pursuant to under any benefit plans or programs of the plans, policies and arrangements referred to in Section 4(f) hereof shall be determined and paid Company in accordance with the terms of such plansplans through the Termination Date, policies and arrangements. (iii) An amount equal continued participation in the Company's medical plan for the Salary Continuation Period, subsidized by the Company to two times the sum of Executivesame extent as for active employees from time to time, if Executive elects to continue participation in the Company's Base Salary plus his Target Annual Bonus medical plan, and (in each case as then in effect)iv) bonus payments, of which one-half shall be paid in a lump sum within ten (10) days after such termination and one-half shall be paid during the two (2) year period beginning on the date of Executive's termination and shall be paid at such time as other senior executives of the same time and in Company are paid their bonus payments, at the same manner as Base Salary lesser of (a) the target percentage or (b) the percentage which actually would have been paid to Executive if Executive he had remained in active the Company's employ for such fiscal year, for the Salary Continuation Period. If the Salary Continuation Period ends other than on the last day of the Company's fiscal year, the bonus payment attributable to that fractional portion of a fiscal year shall be prorated based on the number of days in that fiscal year which are included in the Salary Continuation Period. Executive shall not be obligated to seek other employment until to mitigate the end amounts payable to Executive during the Salary Continuation Period set forth in (i), above; provided, however, that if Executive accepts employment during the Salary Continuation Period, the amount of pre-tax cash compensation paid to Executive for such period. employment shall reduce the amount payable by the Company pursuant to (i) and (iv) The Company at its expense will continue for Executive above by the amount of such pre-tax cash compensation and Executive's spouse and dependentsthe medical coverage provided in (iii), all health benefit plansabove, programs or arrangements, whether group or individual, and also including deferred compensation, disability, automobile, and other benefit plans, in which Executive was entitled to participate at any time during the twelve-month period prior to the date of termination, until the earliest to occur of (A) two years after the date of termination; (B) Executive's death (provided that benefits payable to Executive's beneficiaries shall not terminate upon Executive's death); or (C) with respect become secondary to any particular plan, program or arrangement, medical coverage offered by the date Executive becomes covered by a comparable benefit by a subsequent employer. In the event that Executive's continued participation in any such plan, program, or arrangement of the Company is prohibited, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for such period on a basis which provides Executive with no additional after tax cost. (v) Except to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as of the date of termination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to senior executives, pro-rated for the fiscal year in which the Executive is terminated. (vi) Executive shall continue to vest in all stock option awards or restricted stock awards over the two (2) year period commencing on the date of such termination of employment. Executive shall have two (2) years and six (6) months after the date of termination to exercise all options, unless by virtue of the particular stock option award, the option grant expires on an earlier date. (vii) As otherwise specifically provided herein.

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's ’s employment is terminated by the Company for reasons other than death, Total Disability or “Without Cause” (as that term is defined hereinbelow), or in the event Executive terminates his employment for “Good Reason, the ” (as that term is defined hereinbelow): (a) The Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered Executive severance consisting of an amount equal to the date 12 months of terminationthe Executive’s Base Compensation, any accrued but or the amount of unpaid expenses required base compensation due to be reimbursed Executive under this Agreement, any vacation accrued to whichever is greater, and Bonus at target in effect at the date time of termination and any earned but unpaid bonuses for any prior period. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(f) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to two times the sum of Executive's Base Salary plus his Target Annual Bonus (in each case as then in effect), of which one-half termination. The severance shall be paid in a lump sum within ten (10) days after equal monthly installments following such termination and one-half shall be paid during the two (2) year period beginning on the date of Executive's termination and shall be paid at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period. (iv) termination. The Company at its expense will continue for shall also pay the Executive and Executive's spouse and dependents, all health benefit plans, programs or arrangements, whether group or individual, and also including deferred compensation, disability, automobile, and other benefit plans, in which Executive was entitled to participate at any time during the twelve-month period prior to the date (i) within 30 days of his termination, until the earliest his unpaid base salary, prorated to occur of (A) two years after the date of termination; (Bii) Executive's death (provided that benefits at the time of the scheduled March payout date, current year’s target Bonus and any CNA long-term incentive cash award payable hereunder, prorated to Executive's beneficiaries shall not terminate upon Executive's death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer. In the event that Executive's continued participation in any such planof termination; and (iv) within 30 days of his termination, programunpaid cash entitlements, or arrangement of the Company is prohibitedif any, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for such period on a basis which provides Executive with no additional after tax cost. (v) Except earned and accrued pursuant to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as terms of any applicable Company plan or program prior to the date of the date of termination (which unpaid cash entitlements under this Section 6.3(a)(iv) shall not include any pension planunpaid Bonus or any unpaid long-term incentive cash award or other award under the Plan). Executive agrees to be bound by the covenants set forth herein prior to, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and subsequent to the same extent payments are made to senior executivestermination date. In addition, pro-rated for the fiscal year in which the Executive is terminated. (vi) Executive shall continue to vest participate, at the active employee rates, in all stock option awards or restricted stock awards over such health benefits plans in which he is enrolled throughout the two term of the payments set forth in this Section 6.3(a), up to a maximum of 12 months, with said period of participation to run concurrently with any period of COBRA coverage to which Executive may be entitled. Other than as set forth in this Section 6.3 (2) year period commencing on a), the date Company shall have no further obligations to Executive under this Agreement in the event of such a termination of employment. Executive shall have two (2) years and six (6) months after Executive’s employment by the date Company Without Cause or any termination of termination to exercise all options, unless Executive’s employment by virtue of the particular stock option award, the option grant expires on an earlier dateExecutive. (vii) As otherwise specifically provided herein.

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's ’s employment is terminated by the Company for reasons other than death, Total Disability or Cause, or Executive terminates his employment for Good Reason, the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination termination, and any earned but unpaid bonuses for any prior period.; provided however, that such earned but unpaid bonuses shall not be paid until six (6) months have elapsed from Executive’s termination of employment; (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(f) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements.; (iii) An amount equal to two times times’ the sum of Executive's ’s Base Salary plus his Target Annual Bonus (in each case as then in effect), of which one-half shall be paid in a lump sum within ten as soon as administratively practicable following six (106) days months after such termination and one-half shall be paid during the two (2) year period beginning on as soon as administratively practicable following six (6) months after the date of Executive's ’s termination and shall be paid at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period.; (iv) The Company at its expense will continue for Executive and Executive's ’s spouse and dependentsdependent, all health benefit plans, programs or arrangements, whether group or individual, and also including deferred compensation, disability, automobile, and other benefit plans, in which Executive was entitled to participate at any time during the twelve-month period prior to the date of termination; but only to the extent such arrangements are available to the Company’s retirees; and for these purposes, Executive will for purposes of this paragraph 6(e)(iv) be considered a retiree regardless of whether he would otherwise qualify as one; and only until the earliest to occur of (A) two and one-half years after the date of termination; (B) Executive's ’s death (provided that benefits payable to Executive's ’s beneficiaries shall not terminate upon Executive's ’s death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer. In the event that Executive's continued participation in any such plan, program, or arrangement of the Company is prohibited, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for such period on a basis which provides Executive with no additional after tax cost.; (v) Except to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as of the date of termination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to senior executivesexecutive, pro-rated for the fiscal year in which the Executive is terminated.; provided, however, that such payment of bonus or incentive compensation will be made as soon as administratively practicable following six (6) months from the Executive’s termination from employment with the Company; (vi) In the event Executive is not otherwise vested in the Company’s qualified defined benefit or defined contribution retirement plans, Executive will receive a lump sum payment (on an after-tax basis) equivalent to the difference between the value of his accrued benefit under the Company’s qualified defined contribution and defined benefit plans as of the date of his termination of employment and the value of his accrued benefit under those qualified retirement plans had he been vested 100% in those accrued benefits as of the date of his termination of employment. Such payment will be made as soon as administratively practicable following six (6) months from the Executive’s termination of employment with the Company; (vii) Subject to the terms and conditions of the applicable executive long-term incentive plans governing the option awards or restricted stock awards, Executive shall continue to vest in all stock option awards or restricted stock awards over the two (2) year period commencing on the date of such termination of employment. With respect to option awards granted to Executive after the effective date of the Employment Agreement, Executive shall have two (2) years and six (6) months after the date of termination of employment to exercise all options, unless by virtue of the particular stock option award, the option grant expires on an earlier date.; and (viiviii) As otherwise specifically provided herein. 5. Section 7 of the Agreement is hereby amended by deleting subparagraph (a) in its entirety and substituting the following in its stead to read as follows:

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's ’s employment is terminated by the Company for reasons other than death, Total Disability or Causeany reason not described in subsections 6.1 and 6.2, or in the event Executive terminates his employment for Good Reason, the as defined herein, (a) The Company shall pay the following amounts to Executive: (i) Any accrued but Within 30 days after such termination, (1) unpaid Base Salary for services rendered Compensation at the rate in effect at the time of notice of termination and current year’s target Bonus prorated to the date of termination, ; (2) any accrued previous year’s earned but unpaid expenses required Bonus and other earned and unpaid incentive cash compensation; and (3) unpaid expense reimbursements and other unpaid cash entitlements earned by Executive or payable to his beneficiaries as of the date of termination pursuant to the terms of the applicable plan or program accrued prior to the date of the date of termination; (ii) Termination payments in the aggregate amount equal to three multiplied by the sum of (x) the annual rate of Executive’s Base Compensation as in effect immediately prior to his date of termination plus (y) two times the minimum annual target Bonus amount set forth in Section 3(b) hereinabove (disregarding any reduction in Base Compensation constituting Good Reason for such termination), with such termination payments to be reimbursed made in substantially equal installments, not less frequently than monthly, for a period of thirty-six (36) months following such termination; (iii) A target Bonus for the Performance Period (as defined under this Agreement, any vacation accrued the Incentive Compensation Plan) in which the termination occurs prorated to the date of termination and to be paid within 30 days of such termination. Executive shall not be entitled to any earned Bonus for the period following termination, it being the intent of the parties that the termination payments described in subsection 6.3(a)(ii) shall be in lieu of such Bonus; and (iv) A payment equal to the cash equivalent of all stock options or equivalent (SARs paid in stock) which he would have received if his employment had continued until December 31, 2008, and if the target number of stock options or equivalent (SARs paid in stock) described in subsection 3(d) had been granted for each remaining Performance Period between the last Performance Period for which an award was made (or for which the Committee affirmatively determined to make no award) prior to the date of termination and December 31, 2008. The cash equivalent of a future stock option grant to which the Executive is entitled hereunder or equivalent (SARs paid in stock) grant shall be equal to 48% of the fair market value of the number of shares of stock to be covered by the future stock option grant or equivalent (SARs paid in stock), determined by the Company based on the on the fair market value of the stock on the date of termination, and then discounted by the Company from January 1 of the year for which the stock option or equivalent (SARs paid in stock) would have been granted to the date of termination using an interest rate equal to the prime rate for the date of termination as reported in The Wall Street Journal (Midwest Edition). Fair market value of the stock shall be determined by taking the average of the highest and lowest sales prices of the stock on the date of termination, as reported as the New York Stock Exchange-Composite Transactions for such day, or if the stock was not traded on the New York Stock Exchange on such day then on the next preceding day on which the stock was traded, all as reported by The Wall Street Journal (Midwest Edition) under the heading New York Stock Exchange-Composite Transactions, or, if the stock ceases to be listed on such exchange, as reported on the principal national securities exchange or national automated stock quotation system on which the stock is traded or quoted, but unpaid bonuses for any prior periodin no event shall the price be less than the par value of the stock. Payment pursuant to this subsection 6.3(a)(iv) shall be made as soon as practicable after the date of Executive’s termination. (iib) Any benefits unexercised stock option or equivalent (SARs paid in stock) held by Executive upon termination of his employment shall be fully vested on the date of termination and may be exercised by Executive at any time up to the first anniversary of Executive’s date of termination (but in no event later than the date on which such stock option or equivalent (SARs paid in stock) would expire if Executive had remained employed by the Company). The provisions of this subsection 6.3(b) shall apply notwithstanding any contrary provision in any agreement with the Executive governing any stock option or equivalent (SARs paid in stock). (c) In addition, Executive shall continue to participate in such medical benefits, dental benefits, life insurance, and long-term disability plans in which he is enrolled throughout the 36-month term of the payments set forth in subsection 6.3(a)(ii), as if he were still employed by the Company, said period of participation to run concurrently with any period of COBRA coverage to which Executive may be entitled pursuant entitled; provided, to the plansextent that the Company cannot arrange for Executive to participate in the Company’s medical or dental benefit plans beyond the termination of the COBRA benefit continuation period, policies and arrangements referred to in Section 4(f) hereof Executive shall be determined entitled to substantially equivalent medical and paid in accordance with dental benefits as are then provided to senior executives of the terms of such Company under the Company’s benefit plans, policies and arrangements. (iiid) An amount equal to two times the sum of Executive's Base Salary plus his Target Annual Bonus (in each case as then in effect), of which one-half shall be paid in a lump sum within ten (10) days after such termination and one-half shall be paid during the two (2) year period beginning on the date of Executive's termination and shall be paid at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period. (iv) The Company at its expense will continue for Executive and Executive's spouse and dependents, all health benefit plans, programs or arrangements, whether group or individual, and also including deferred compensation, disability, automobile, and other benefit plans, in which Executive was entitled to participate at any time during the twelve-month period prior to the date of termination, until the earliest to occur of (A) two years after the date of termination; (B) Executive's death (provided that benefits payable to Executive's beneficiaries shall not terminate upon Executive's death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer. In the event that Executive's continued participation Executive dies before all payments pursuant to this Section 6.3 have been paid, all remaining payments shall be made to the beneficiary specifically designated by the Executive in any writing prior to his death, or, if no such plan, program, beneficiary was designated (or arrangement of the Company is prohibitedunable in good faith to determine the beneficiary designated), the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, his personal representative or arrangement, for such period on a basis which provides Executive with no additional after tax costestate. (v) Except to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as of the date of termination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to senior executives, pro-rated for the fiscal year in which the Executive is terminated. (vi) Executive shall continue to vest in all stock option awards or restricted stock awards over the two (2) year period commencing on the date of such termination of employment. Executive shall have two (2) years and six (6) months after the date of termination to exercise all options, unless by virtue of the particular stock option award, the option grant expires on an earlier date. (vii) As otherwise specifically provided herein.

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's ’s employment is terminated by the Company for reasons other than death, Total Disability or Cause, or Executive terminates his employment for Good Reason, the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of terminationtermination paid pursuant to the timing arrangement under which the Company normally compensates employees for services performed during a payroll period, any accrued but unpaid expenses required to be reimbursed under this AgreementAgreement paid in accordance with Section 4(e) or (f), any unused vacation accrued to as of the date of termination paid in accordance with the Company’s executive vacation policy, and any earned but unpaid cash bonuses for any prior period.period to the same extent as earned and paid to other similarly situated executives paid at the time and in the form specified for payment under the terms of such bonus plan; provided, however, that such earned but unpaid bonuses shall not be paid until six (6) months have elapsed from Executive’s termination of employment; (ii) Any benefits to which Executive may be entitled pursuant to the plans, programs, policies and arrangements (including those referred to in Section 4(f4(d) hereof hereof) shall be determined and paid in accordance with the terms of such plans, programs, policies and arrangements.; (iii) An amount equal to two times the sum of Executive's Base Salary plus his Target Annual Bonus (in each case as then in effect)$2,800,000, of which one-half shall be paid in a lump sum within ten as soon as administratively practicable following six (106) days months after such termination and one-half shall be paid in substantially equal monthly installments during the two (2) year period beginning on as soon as administratively practicable following six (6) months after the date of Executive's termination and shall be paid at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period.’s termination; (iv) The Company at its expense will continue for Executive and Executive's ’s spouse and dependents, all health benefit plans, programs or arrangements, whether group or individualeligible dependents shall continue to participate in, and also including deferred compensationreceive group health coverage under, disabilitythe Company’s group health plans that provide group health coverage to retirees of the Company from time to time, automobile, and other benefit plans, in which Executive was entitled to participate at any time during the twelve-month period prior but only to the date of termination, extent such plans continue to be available to the Company’s retirees and only until the earliest to occur of (A) two and one-half (21/2) years after the date of termination; , (B) Executive's ’s death (provided or in the case of coverage for a qualified beneficiary of Executive, the death of that benefits payable to Executive's beneficiaries shall not terminate upon Executive's deathqualified beneficiary); , or (C) with respect to any particular plan, program the date on which Executive (or arrangementin the case of coverage for a qualified beneficiary of Executive, the date Executive qualified beneficiary) becomes covered by a comparable benefit by eligible for coverage under any other group health plan of a subsequent employer. In employer providing comparable coverage (the event “Continuation Coverage Period”); provided that Executive's continued participation in any such plan, program, or arrangement of the Company is prohibitedshall pay for 100% of such group health coverage, and the premiums that otherwise would be charged to Executive for such coverage but for this Section 6(e)(iv) shall be taxable to Executive; the group health plan coverage benefits provided by the Company under this Section 6(e)(iv) during any taxable year of Executive will arrange not affect such benefits provided by the Company in another taxable year during the Continuation Coverage Period; and the right to provide Executive with the benefits substantially similar provided under this Section 6(e)(iv) is not subject to those which Executive would have been entitled to receive under such plan, program, liquidation or arrangement, exchange for such period on a basis which provides Executive with no additional after tax cost.another benefit; (v) Except to the extent prohibited by law, and except as otherwise provided hereinin this Section 6(e), Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as of the date of termination under any non-qualified pension plan, profit sharing plan, plan or supplemental and/or incentive compensation plans executive plan in which Executive was a participant as of the date of termination. Executive shall also be eligible for a annual bonus or annual incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to senior executives, pro-rated for the fiscal year in which the Executive is terminated.; provided, however, that payment of such bonus or incentive compensation will be made as soon as administratively practicable following six (6) months from the Executive’s termination from employment with the Company; and (vi) Subject to the terms and conditions of the applicable executive long-term incentive plans governing the option or restricted stock awards, Executive shall continue to vest in all stock option awards or and restricted stock awards over the two (2) year period commencing on the date of such termination of employment. With respect to option awards granted to Executive after February 2, 2005, Executive shall have two (2) years and six (6) months after the date of termination of employment to exercise all options, to the extent vested, unless by virtue of the particular stock option award, the option grant expires on an earlier date. The treatment of any other awards, for example, phantom stock options, performance unit awards and restricted stock units, will be governed in accordance with the terms of the plan and the award agreement governing such award. (vii) As otherwise specifically provided herein.

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's ’s employment is terminated by the Company for reasons other than death, Total Disability without Cause pursuant to Section 4(d) (including non-renewal of this Agreement by the Company) or Cause, or by Executive terminates his employment for Good ReasonReason pursuant to Section 4(e) (each, a “Qualifying Termination”), outside of a Change of Control Period (as defined below), Executive shall be entitled only to the following: (i) the Standard Termination Payments; (ii) Base Salary for twelve (12) months; (iii) solely to the extent the Qualifying Termination occurs in 2024, the Guaranteed Bonus; (iv) if Executive timely elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), for the twelve (12) calendar months immediately following the end of the calendar month in which the Qualifying Termination occurs, the Company shall pay a portion of the following amounts premiums so that the Executive’s cost for coverage is commensurate with active employees; provided that, if the Company determines that such payments would cause adverse tax consequences to Executive:the Company or the Executive or otherwise not be permitted under the Company health and welfare plans or under law, the Company shall instead provide the Executive with monthly cash payments during such 12-month period in an amount equal to the amount of the Company’s monthly contributions referenced above with such amount payable in accordance with Section 5(g) of this Agreement; provided, further, that such contributions shall cease to be effective as of the date that the Executive obtains health and welfare benefits from a subsequent employer; and (iv) Any accrued but unpaid Base Salary the Company shall take all such action as is necessary such that (A) all of Executive’s RSUs and Options that are outstanding and unvested as of immediately prior to such Qualifying Termination shall immediately and irrevocably vest and, to the extent applicable, become exercisable as of the date of termination and shall remain exercisable for services rendered to a period of not less than one (1) year from the date of termination, any accrued but unpaid expenses required or, if earlier, the expiration of the term of such equity award and (B) all of Executive’s PSUs that are outstanding and unvested as of immediately prior to such Qualifying Termination shall continue to be reimbursed under this Agreement, any vacation accrued eligible to the date of termination and any earned but unpaid bonuses for any prior period. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(f) hereof shall be determined and paid vest in accordance with the terms of such plansthe award and subject to achievement of the applicable performance goals, policies and arrangements. as if Executive’s employment with the Company had not terminated; provided that (iiiX) An amount equal to two times if the sum of Executive's Base Salary plus his Target Annual Bonus (in each case as then in effect), of which one-half shall be paid in a lump sum within ten (10) days after such termination and one-half shall be paid during the two (2) year period beginning on the date of Executive's termination and shall be paid at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until applicable performance goals are not achieved by the end of such the applicable performance period. (iv) The Company at its expense will continue for Executive and Executive's spouse and dependents, all health benefit plans, programs or arrangements, whether group or individualPSUs that are outstanding and unvested as of such date shall be forfeited without payment of any consideration by the Company, and also including deferred compensation(Y) if Executive is in material breach of any covenant contained in Section 7 hereof (as determined by a court of competent jurisdiction), disability, automobile, all PSUs that are outstanding and other benefit plans, in which Executive was entitled to participate at any time during the twelve-month period prior to the unvested as of such date of termination, until determination shall be forfeited without payment of any consideration by the earliest to occur of (A) two years after the date of termination; (B) Executive's death (provided that benefits payable to Executive's beneficiaries shall not terminate upon Executive's death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer. In the event that Executive's continued participation in any such plan, program, or arrangement of the Company is prohibited, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for such period on a basis which provides Executive with no additional after tax costCompany. (v) Except to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as of the date of termination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to senior executives, pro-rated for the fiscal year in which the Executive is terminated. (vi) Executive shall continue to vest in all stock option awards or restricted stock awards over the two (2) year period commencing on the date of such termination of employment. Executive shall have two (2) years and six (6) months after the date of termination to exercise all options, unless by virtue of the particular stock option award, the option grant expires on an earlier date. (vii) As otherwise specifically provided herein.

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's ’s employment is terminated by the Company for reasons other than death, Total Disability without Cause pursuant to Section 4(d) (including non-renewal of this Agreement by the Company) or Cause, or by Executive terminates his employment for Good ReasonReason pursuant to Section 4(e) (each, a “Qualifying Termination”), Executive shall be entitled only to the following: (i) the Standard Termination Payments; (ii) the Base Salary for the longer of (x) the end of the Initial Term and (y) twelve (12) months; (iii) a pro-rata target Annual Bonus in respect of the fiscal year in which the Qualifying Termination occurs to be paid an amount equal to the product of (A) the Annual Bonus and (B) a fraction (x) the numerator of which is the number of days in such fiscal year through the date of such termination and (y) the denominator of which is the number of days in the applicable fiscal year; (iv) solely to the extent the Qualifying Termination occurs prior to December 31, 2023, the Guaranteed Bonus with respect to calendar year 2023, which shall be pro-rated based on a fraction (x) the numerator of which is the number of days from the Commencement Date to December 31, 2023 and (y) the denominator of which is 365; (v) solely to the extent the Qualifying Termination occurs prior to December 31, 2024, the Guaranteed Bonus with respect to calendar year 2024; (vi) if Executive timely elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), for the twelve (12) calendar months immediately following the end of the calendar month in which the Qualifying Termination occurs, the Company shall pay a portion of the following amounts premiums so that the Executive’s cost for coverage is commensurate with active employees; provided that, if the Company determines that such payments would cause adverse tax consequences to Executive: the Company or the Executive or otherwise not be permitted under the Company health and welfare plans or under law, the Company shall instead provide the Executive with monthly cash payments during such 12-month period in an amount equal to the amount of the Company’s monthly contributions referenced above; provided, further, that such contributions shall cease to be effective as of the date that the Executive obtains health and welfare benefits from a subsequent employer (the payments set forth in clauses (i) Any accrued but unpaid Base Salary for services rendered to through (v), collectively, the “Enhanced Termination Payments”); and (vii) all equity-based awards that are (A) outstanding and unvested as of the date of terminationthe Qualifying Termination and (B) were scheduled to vest within twelve (12) months immediately following such Qualifying Termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to shall vest on the date of termination and any earned but unpaid bonuses for any prior period. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(f) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to two times the sum of Executive's Base Salary plus his Target Annual Bonus (in each case as then in effect), of which one-half shall be paid in Qualifying Termination occurs; provided that if a lump sum Qualifying Termination occurs within ten (10) days after such termination and one-half shall be paid during the two (2) year period beginning on years following a Change of Control (as defined below) of the Company, then the Company shall take all such action as is necessary such that all of Executive’s equity grants, including, without limitation, any stock options and restricted stock grants, that were outstanding as of the date of Executive's termination the Change of Control and shall be paid at the same time and in the same manner unvested as Base Salary would have been paid if Executive had remained in active employment until the end of such period. (iv) The Company at its expense will continue for Executive and Executive's spouse and dependents, all health benefit plans, programs or arrangements, whether group or individual, and also including deferred compensation, disability, automobile, and other benefit plans, in which Executive was entitled to participate at any time during the twelve-month period immediately prior to the date of terminationsuch Qualifying Termination shall, until the earliest to occur of (A) two years after the date of termination; (B) Executive's death (provided that benefits payable to Executive's beneficiaries shall not terminate upon Executive's death); or (C) with respect to any particular planimmediately and irrevocably vest and, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer. In the event that Executive's continued participation in any such plan, program, or arrangement of the Company is prohibited, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for such period on a basis which provides Executive with no additional after tax cost. (v) Except to the extent prohibited by lawapplicable, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid become exercisable as of the date of termination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was and shall remain exercisable for a participant as period of not less than one (1) year from the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment, at or, if earlier, the same time, on expiration of the same basis, and to the same extent payments are made to senior executives, pro-rated for the fiscal year in which the Executive is terminated. (vi) Executive shall continue to vest in all stock option awards or restricted stock awards over the two (2) year period commencing on the date term of such termination of employment. Executive shall have two (2) years and six (6) months after the date of termination to exercise all options, unless by virtue of the particular stock option equity award, the option grant expires on an earlier date. (vii) As otherwise specifically provided herein.

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's ’s employment is terminated by the Company for reasons other than death, Total Disability or “Without Cause” (as that term is defined hereinbelow), or in the event Executive terminates his employment for “Good Reason, the ” (as that term is defined hereinbelow): (a) The Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered Executive severance consisting of an amount equal to the date 12 months of terminationthe Executive’s Base Compensation and Bonus calculated at 150% of Base Compensation, any accrued but or the aggregate amount of unpaid expenses required base compensation due to be reimbursed Executive under this Agreement, any vacation accrued to whichever is greater, in effect at the date time of termination and any earned but unpaid bonuses for any prior period. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(f) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to two times the sum of Executive's Base Salary plus his Target Annual Bonus (in each case as then in effect), of which one-half termination. The severance shall be paid not less frequently than in a lump sum within ten (10) days after equal monthly installments following such termination and one-half shall be paid during the two (2) year period beginning on the date of Executive's termination and shall be paid at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period. (iv) termination. The Company at its expense will continue for shall also pay the Executive (i) aggregate unpaid Base Compensation and Executive's spouse current year’s Bonus calculated as 150% of Base Compensation and dependents, all health benefit plans, programs or arrangements, whether group or individual, and also including deferred compensation, disability, automobile, and other benefit plans, in which Executive was entitled target CNA long-term incentive cash awards prorated to participate at any time during the twelve-month period prior to the date of termination, until the earliest to occur of (A) two years after the date of termination; (Bii) Executive's death any previous year’s unpaid Bonus based upon actual or discretionary payouts, if any; and (provided that benefits payable iii) within 30 days of his termination, unpaid cash entitlements, if any, earned and accrued pursuant to Executive's beneficiaries shall not terminate upon Executive's death); the terms of any applicable Company plan or (C) with respect program prior to any particular plan, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer. In the event that Executive's continued participation in any such plan, program, or arrangement of the Company is prohibited, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for such period on a basis which provides Executive with no additional after tax cost. (v) Except to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as of the date of termination (which unpaid cash entitlements under this Section 6.3(a)(ii) shall not include any pension planunpaid Bonus or any unpaid long-term incentive cash awards or other awards under the Plan). Executive agrees to be bound by the covenants set forth herein prior to, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and subsequent to the same extent payments are made to senior executivestermination date. In addition, pro-rated for the fiscal year in which the Executive is terminated. (vi) Executive shall continue to vest participate, at the active employee rates, in all stock option awards such health benefits plans in which he is enrolled throughout the term of the payments set forth in this Section 6.3(a), up to a maximum of 12 months, with said period of participation to run concurrently with any period of COBRA coverage to which Executive may be entitled. To the extent such health benefit coverage extends beyond the aforesaid period of COBRA coverage, the difference between the premium paid by Executive for participation in such health benefit plans and the premium that would be payable by an employee receiving COBRA coverage shall constitute taxable income to Executive, and deferred compensation, subject to Section 409A of the Code, and Executive shall not receive any payment or restricted stock awards over the two (2) year period commencing on the date other benefit in lieu of such coverage. Other than as set forth in this Section 6.3 (a), the Company shall have no further obligations to Executive under this Agreement in the event of a termination of employment. Executive shall have two (2) years and six (6) months after Executive’s employment by the date Company Without Cause or any termination of termination to exercise all options, unless Executive’s employment by virtue of the particular stock option award, the option grant expires on an earlier dateExecutive. (vii) As otherwise specifically provided herein.

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's employment is terminated by the Company for reasons other than death, Total Disability or Cause, or Executive terminates his employment for Good Reason, the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination termination, and any earned but unpaid bonuses for any prior period. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(f4(d) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to two times the sum of Executive's Base Salary plus his Target Annual Bonus (in each case as then in effect), of which one-half shall be paid in a lump sum within ten (10) days after such termination and one-half shall be paid during the two (2) year period beginning on the date of Executive's termination and shall be paid at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period. (iv) The Company at its expense will continue for Executive and Executive's spouse and dependents, all health benefit plans, programs or arrangements, whether group or individual, and also including deferred compensation, disability, automobile, and other benefit plans, in which Executive was entitled to participate at any time during the twelve-month period prior to the date of termination, until the earliest to occur of (A) two years after the date of termination; (B) Executive's death (provided that benefits payable provided to Executive's beneficiaries spouse and dependents shall not terminate upon Executive's death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered by eligible to participate in a comparable benefit provided by a subsequent employer. In the event that Executive's continued participation in any such Company plan, program, or arrangement of the Company is prohibited, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for such period on a basis which provides Executive with no additional after tax cost. (v) Except to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as of the date of termination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to senior executivesexecutives of the Company, pro-rated for the fiscal year in which the Executive is terminated. (vi) Executive shall continue to vest in all stock option awards or restricted stock awards over the two (2) year period commencing on the date of such termination of employmenttermination. Executive shall have two (2) years and six (6) months after the date of termination to exercise all optionsoptions to the extent then vested, unless by virtue of the particular stock provided that in no event may any option award, the option grant expires on an earlier datebe exercisable beyond its term. (vii) As otherwise specifically provided herein.

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's ’s employment is terminated by the Company for reasons other than death, Total Disability or Cause, or Executive terminates his employment for Good Reason, the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination termination, and any earned but unpaid bonuses for any prior period.; provided however, that such earned but unpaid bonuses shall not be paid until six (6) months have elapsed from Executive’s termination of employment; (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(f) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements.; (iii) An amount equal to two times times’ the sum of Executive's ’s Base Salary plus his Target Annual Bonus (in each case as then in effect), of which one-half shall be paid in a lump sum within ten as soon as administratively practicable following six (106) days months after such termination and one-half shall be paid during the two (2) year period beginning on as soon as administratively practicable following six (6) months after the date of Executive's ’s termination and shall be paid at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period.; (iv) The Company at its expense will continue for Executive and Executive's ’s spouse and dependentsdependent, all health benefit plans, programs or arrangements, whether group or individual, and also including deferred compensation, disability, automobile, and other benefit plans, in which Executive was entitled to participate at any time during the twelve-month period prior to the date of termination; but only to the extent such arrangements are available to the Company’s retirees; and for these purposes, Executive will for purposes of this paragraph 6(e)(iv) be considered a retiree regardless of whether he would otherwise qualify as one; and only until the earliest to occur of (A) two and one-half years after the date of termination; (B) Executive's ’s death (provided that benefits payable to Executive's ’s beneficiaries shall not terminate upon Executive's ’s death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer. In the event that Executive's continued participation in any such plan, program, or arrangement of the Company is prohibited, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for such period on a basis which provides Executive with no additional after tax cost.; (v) Except to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as of the date of termination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to senior executivesexecutive, pro-rated for the fiscal year in which the Executive is terminated.; provided, however, that such payment of bonus or incentive compensation will be made as soon as administratively practicable following six (6) months from the Executive’s termination from employment with the Company; (vi) Subject to the terms and conditions of the applicable executive long-term incentive plans governing the option awards or restricted stock awards, Executive shall continue to vest in all stock option awards or restricted stock awards over the two (2) year period commencing on the date of such termination of employment. With respect to option awards granted to Executive after the effective date of the Employment Agreement, Executive shall have two (2) years and six (6) months after the date of termination of employment to exercise all options, unless by virtue of the particular stock option award, the option grant expires on an earlier date.; and (vii) As otherwise specifically provided herein. 5. Section 7 of the Agreement is hereby amended by deleting subparagraph (a) in its entirety and substituting the following in its stead to read as follows:

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's ’s employment is terminated (i) by the Company for reasons other than death, Total Disability without Cause or Cause, or (ii) by Executive terminates his employment for Good Reason, Executive shall be entitled only to the Company shall pay the following amounts to Executivefollowing: (i) Any accrued but unpaid those items identified in Section 4(a); and (ii) the payment of 190% of Executive’s Base Salary (as determined pursuant to Section 3(a)) payable over two years in accordance with the Company’s normal payroll practices (the “Severance Pay”) (such percentage equal to 100% of Executive’s Base Salary, plus the Target Allocation). The Severance Pay shall be paid at the times Executive’s Base Salary would have been paid had Executive’s employment not terminated; provided, however, that if necessary to comply with Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance and regulations, the payment of such sums shall be made as follows: (A) no payments shall be made for services rendered to a six-month period following the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination and any earned but unpaid bonuses for any prior period. (iiB) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(f) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An an amount equal to two times the sum six months of Executive's Base Salary plus his Target Annual Bonus (in each case as then in effect), of which one-half Severance Pay shall be paid in a lump sum within ten (10) days after such termination and one-half shall be paid during the two (2) year period beginning on six months following the date of Executive's termination, and (C) during the period beginning six months following the date of termination and through the remainder of the two-year period, payment of the Severance Pay shall be paid made at the same time and in the same manner as times Executive’s Base Salary would have been paid if Executive had remained in active Executive’s employment until the end of such periodnot terminated. (iviii) The if Executive timely elects COBRA continuation coverage, the Company at its expense will continue for shall provide such COBRA continuation coverage with respect to the level of coverage Executive and Executive's spouse and dependents, all health benefit plans, programs or arrangements, whether group or individual, and also including deferred compensation, disability, automobile, and other benefit plans, in which Executive was entitled to participate at any time during the twelve-month period prior to maintained on the date of termination, until termination at no cost to Executive through the earliest to occur COBRA Payment End Date (as defined below). The “COBRA Payment End Date” shall be the earlier of (A) two years after one year following the date of termination; termination and (B) Executive's death (provided that benefits payable to Executive's beneficiaries shall not terminate upon Executive's death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered employed by a comparable benefit by a subsequent third party and is eligible for coverage under the group benefits plan of the new employer. In If during the event that Executive's continued participation in any such planperiod Executive is receiving this benefit, program, or arrangement Executive obtains new employment and becomes eligible for coverage under the group benefits plan of the Company is prohibitednew employer, Executive must promptly notify the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for such period on a basis which provides Executive with no additional after tax cost. (v) Except to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as of the date of termination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to senior executives, pro-rated for the fiscal year in which the Executive is terminated. (vi) Executive shall continue to vest in all stock option awards or restricted stock awards over the two (2) year period commencing on the date writing of such termination of employment. Executive shall have two (2) years and six (6) months after the date of termination to exercise all options, unless by virtue of the particular stock option award, the option grant expires on an earlier dateeligibility. (vii) As otherwise specifically provided herein.

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's ’s employment is terminated by the Company for reasons other than death, Total Disability or Cause, or Executive terminates his employment for Good Reason, the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination termination, and any earned but unpaid bonuses for any prior period.; provided however, that such earned but unpaid bonuses shall not be paid until six (6) months have elapsed from Executive’s termination of employment; (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(f) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements.; (iii) An amount equal to two times times’ the sum of Executive's ’s Base Salary plus his Target Annual Bonus (in each case as then in effect), of which one-half shall be paid in a lump sum within ten as soon as administratively practicable following six (106) days months after such termination and one-half shall be paid during the two (2) year period beginning on as soon as administratively practicable following six (6) months after the date of Executive's ’s termination and shall be paid at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period.; (iv) The Company at its expense will continue for Executive and Executive's ’s spouse and dependentsdependent, all health benefit plans, programs or arrangements, whether group or individual, and also including deferred compensation, disability, automobile, and other benefit plans, in which Executive was entitled to participate at any time during the twelve-month period prior to the date of termination; but only to the extent such arrangements are available to the Company’s retirees; and for these purposes, Executive will for purposes of this paragraph 6(e)(iv) be considered a retiree regardless of whether he would otherwise qualify as one; and only until the earliest to occur of (A) two and one-half years after the date of termination; (B) Executive's ’s death (provided that benefits payable to Executive's ’s beneficiaries shall not terminate upon Executive's ’s death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer. In the event that Executive's continued participation in any such plan, program, or arrangement of the Company is prohibited, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for such period on a basis which provides Executive with no additional after tax cost.; (v) Except to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as of the date of termination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to senior executivesexecutive, pro-rated for the fiscal year in which the Executive is terminated.; provided, however, that such payment of bonus or incentive compensation will be made as soon as administratively practicable following six (6) months from the Executive’s termination from employment with the Company; (vi) Executive shall continue to vest in all stock option awards or restricted stock awards over the two (2) year period commencing on the date of such termination of employment. Executive shall have two (2) years and six (6) months after the date of termination of employment to exercise all options, unless by virtue of the particular stock option award, the option grant expires on an earlier date.; and (vii) As otherwise specifically provided herein. 6. Section 7 of the Agreement is hereby amended by deleting subparagraph (a) in its entirety and substituting the following in its stead to read as follows:

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's employment is terminated by (a) If the Company for reasons other than death, Total Disability terminates Executive’s employment without Cause or Cause, or if Executive terminates his Executive’s employment with the Company for Good Reason, the Company shall pay the following amounts to Executivethen: (i) Any accrued but unpaid Base Salary for services rendered Executive shall (subject, in the case of the following clauses (C), (D), (F), (G) and (H), to Executive’s delivery of a general release substantially in a form attached hereto as Exhibit A reasonably acceptable to the date of termination, Company which shall have become irrevocable and Executive’s compliance with the covenants set forth in the Non- Competition and Confidentiality Agreement) be entitled to: (A) any accrued but unpaid Annual Salary and PTO due to Executive as of the termination of employment; (B) reimbursement under this Agreement for expenses incurred but unpaid prior to the termination of employment; (C) a cash payment equal to 150% of the sum of Executive’s Annual Salary plus her Target Annual Bonus, payable in equal installments over an 18-month period in accordance with the Company’s usual and customary payroll practices; (D) a lump sum cash payment equal to the Target Annual Bonus for the calendar year in which Executive’s employment hereunder terminates, prorated based on the number of days during the period beginning on January 1 and ending on the date on which Executive’s employment is terminated pursuant to this Section 7.3; (E) any unpaid Prior Year Bonus; (F) for a period of 18 months after termination, such health benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) as Executive would have received under this Agreement (and at such costs to Executive as would have applied in the absence of such termination); provided, however, that the Company shall in no event be required to be reimbursed under provide any benefits otherwise required by this Agreementclause (F) after such time as Executive becomes entitled to receive benefits of the same type from another employer or recipient of Executive’s services (such entitlement being determined without regard to any individual waivers or other similar arrangements); (G) any unvested Sign-On RSUs shall become fully vested and settled promptly after such termination; and (H) any unvested Annual RSUs, any vacation accrued to Annual PBRSUs and other equity grants shall become immediately vested on the date of termination (and settled within 30 days thereafter) pro rata based on the ratio of (x) the number of days elapsed from the first day of the vesting period set forth in the grant agreement through the date on which Executive’s employment is terminated pursuant to this Section 7.3 to (y) the total number of days in the vesting period (and if such awards vest on an annual basis, then such proration shall be based on the ratio of (p) the total number of days from the vesting date immediately preceding the termination date (or, if none, from the first day of the vesting period set forth in the grant agreement) through the date on which Executive’s employment is terminated pursuant to this Section 7.3 to (q) the total number of days from such immediately preceding vesting date (or, if none, from the first day of the vesting period set forth in the grant agreement) to the next succeeding vesting date following the employment termination date; provided, any earned but unpaid bonuses unvested Annual PBRSUs and other equity grants subject to performance-based vesting will remain subject to achievement of the applicable performance requirements and will be settled at the same time as Annual PBRSUs or and other equity grants subject to performance-based vesting are settled for any prior other executive grantees after completion of the performance period. (ii) Any benefits to which Executive may The timing of the payments provided under Section 7.3(a)(i) shall be entitled as follows, except as provided in Section 7.6: (A) Amounts payable pursuant to the plansclauses (A), policies (B) and arrangements referred to in (E) of Section 4(f7.3(a)(i) hereof shall be determined and paid in the normal course or in accordance with applicable law and in no event later than 30 days following Executive’s separation from service; (B) Amounts payable pursuant to clauses (C) and (D) of Section 7.3(a)(i) shall commence or be paid, as applicable, on the terms 60th day following the separation from service, provided Executive has delivered the release referenced in Section 7.3(a)(i) to the Company and such release has become irrevocable; and (C) Amounts payable for the health benefits provided pursuant to clause (F) of Section 7.3(a)(i) shall commence at the date following Executive’s separation from service that is required under the relevant health plans and programs to provide such plans, policies and arrangementsbenefits. (iii) An amount equal Executive shall have no further rights to two times the sum of Executive's Base Salary plus his Target Annual Bonus (in each case as then in effect), of which one-half shall be paid in a lump sum within ten (10) days after such termination and one-half shall be paid during the two (2) year period beginning any other compensation or benefits hereunder on the date of Executive's termination and shall be paid at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period. (iv) The Company at its expense will continue for Executive and Executive's spouse and dependents, all health benefit plans, programs or arrangements, whether group or individual, and also including deferred compensation, disability, automobile, and other benefit plans, in which Executive was entitled to participate at any time during the twelve-month period prior to the date of termination, until the earliest to occur of (A) two years after the date of termination; (B) Executive's death (provided that benefits payable to Executive's beneficiaries shall not terminate upon Executive's death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer. In the event that Executive's continued participation in any such plan, program, or arrangement of the Company is prohibited, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for such period on a basis which provides Executive with no additional after tax cost. (v) Except to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as of the date of termination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to senior executives, pro-rated for the fiscal year in which the Executive is terminated. (vi) Executive shall continue to vest in all stock option awards or restricted stock awards over the two (2) year period commencing on the date of such termination of employment. Executive shall have two (2) years and six (6) months after the date of termination to exercise all options, unless by virtue of the particular stock option award, the option grant expires on an earlier dateor any other rights hereunder. (vii) As otherwise specifically provided herein.

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's employment is terminated by the Company for reasons other than death, Total Disability or CauseWithout Cause as defined herein, or in the event Executive terminates his employment for Good Reason, the as defined herein, (a) The Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date Executive severance consisting of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination and any earned but unpaid bonuses for any prior period. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(f) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An an amount equal to two times 12 months of the sum of Executive's Base Salary plus his Target Annual Compensation and Bonus (at target in each case as then in effect), effect at the time of which one-half termination. The severance shall be paid in equal monthly installments beginning within 30 days following such termination, provided the Executive has executed a lump sum within ten (10) days after such termination and one-half shall be paid during general release in a form provided by the two (2) year period beginning on the date of Executive's termination and shall be paid at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period. (iv) Company. The Company at its expense will continue for shall also pay the Executive and Executive's spouse and dependents, all health benefit plans, programs or arrangements, whether group or individual, and also including deferred compensation, disability, automobile, and other benefit plans, in which Executive was entitled to participate at any time during the twelve-month period prior to the date (i) within 30 days of his termination, until the earliest his unpaid base salary, prorated to occur of (A) two years after the date of termination; (Bii) Executiveat the time of the scheduled March payout date, any previous year's death Bonus and CNA long-term incentive cash award based upon actual or discretionary payouts, if any; (provided that benefits payable iii) at the time of the scheduled March payout date, current year's Bonus and CNA long-term incentive cash award based upon actual or discretionary payouts, if any, prorated to Executive's beneficiaries shall not terminate upon Executive's death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer. In of termination; and (iv) within 30 days of his termination, unpaid cash entitlements earned and accrued pursuant to the event that Executive's continued participation in any such plan, program, or arrangement terms of the applicable Company is prohibited, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, plan or arrangement, for such period on a basis which provides Executive with no additional after tax cost. (v) Except program prior to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as date of the date of termination (which unpaid cash entitlements under this Section 6.3(a)(iv) shall not include any pension plan, profit sharing plan, supplemental and/or unpaid Bonus or any unpaid long-term incentive compensation plans in which cash award or other award under the Incentive Compensation Plan). Executive was a participant agrees to be bound by the covenants set forth herein as of the date of terminationtermination date. Executive shall also be eligible for a bonus or incentive compensation paymentIn addition, at the same time, on the same basis, and to the same extent payments are made to senior executives, pro-rated for the fiscal year in which the Executive is terminated. (vi) Executive shall continue to vest participate, at the active employee rates, in all stock option awards or restricted stock awards over such health benefits plans in which he is enrolled throughout the two (2) year term of the payments set forth in this Section 6.3(a), up to a maximum of 12 months, with said period commencing on the date of such termination participation to run concurrently with any period of employmentCOBRA coverage to which Executive may be entitled. Executive The Company shall have two (2) years and six (6) months after the date of termination to exercise all options, unless by virtue of the particular stock option award, the option grant expires on an earlier dateno further obligations under this Agreement. (viib) As otherwise specifically provided hereinGood Reason as set forth herein is defined as a reduction in the rate of Executive's base salary, annual incentive target or long-term incentive cash target compensation, a required relocation of his personal residence to another geographical area without Executive's consent, or a material diminution in Executive's duties and responsibilities without Executive's consent.

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's ’s employment is terminated by the Company for reasons other than death, Total Disability or “Without Cause” (as that term is defined hereinbelow), or in the event Executive terminates his employment for “Good Reason, the ” (as that term is defined hereinbelow): (a) The Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date Executive severance consisting of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination and any earned but unpaid bonuses for any prior period. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(f) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An an amount equal to two times the sum 24 months of the Executive's ’s Base Salary plus his Target Annual Bonus (in each case as then in effect)Compensation, of which one-half shall be paid in a lump sum within ten (10) days after such termination and one-half shall be paid during the two (2) year period beginning on the date of times Executive's termination and ’s annual target Bonus. The severance shall be paid at the same time and payable not less frequently than in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of equal monthly installments following such period. (iv) termination. The Company at its expense will continue for shall also pay the Executive and Executive's spouse and dependents, all health benefit plans, programs or arrangements, whether group or individual, and also including deferred compensation, disability, automobile, and other benefit plans, in which Executive was entitled to participate at any time during the twelve-month period prior to the date (i) within 30 days of his termination, until the earliest his unpaid base salary, prorated to occur of (A) two years after the date of termination; (Bii) Executive's death (provided that benefits at the time of the scheduled March payout date, current year’s target Bonus and any CNA long-term incentive cash award payable hereunder, prorated to Executive's beneficiaries shall not terminate upon Executive's death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer. In the event that Executive's continued participation in any such planof termination; and (iv) within 30 days of his termination, programunpaid cash entitlements, or arrangement of the Company is prohibitedif any, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for such period on a basis which provides Executive with no additional after tax cost. (v) Except earned and accrued pursuant to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as terms of any applicable Company plan or program prior to the date of the date of termination (which unpaid cash entitlements under this Section 6.3(a)(iv) shall not include any pension planunpaid Bonus or any unpaid long-term incentive cash award or other award under the Plan). Executive agrees to be bound by the covenants set forth in Sections 7 through 13 hereof prior to, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and subsequent to the same extent payments are made to senior executivestermination date. In addition, pro-rated for the fiscal year in which the Executive is terminated. (vi) Executive shall continue to vest participate, at the active employee rates, in all such health benefits plans in which he is enrolled throughout the term of the payments set forth in this Section 6.3(a), up to a maximum of 24 months, with said period of participation to run concurrently with any period of COBRA coverage to which Executive may be entitled. Other than as set forth in this Section 6.3 (a), the Company shall have no further obligations to Executive under this Agreement in the event of a termination of Executive’s employment by the Company Without Cause or any termination of Executive’s employment by Executive for Good Reason. (b) Any unexercised stock option awards grant or restricted stock awards over the two equivalent (2SARs paid in stock) year period commencing held by Executive upon termination of his employment shall be fully vested on the date of such termination and may be exercised by Executive at any time up to the first anniversary of employment. Executive shall have two (2) years and six (6) months after the Executive’s date of termination to exercise all optionsbut not thereafter, unless by virtue of and in no event later than the particular date on which such stock option awardgrant or equivalent (SARs paid in stock) would expire if Executive had remained employed by the Company). If applicable, the provisions of this subsection 6.3(b) shall supercede any contrary provision in any other agreement with Executive governing any stock option grant expires on an earlier dateor equivalent (SARs paid in stock) or other option or other right under the Incentive Compensation Plan. (vii) As otherwise specifically provided herein.

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's employment is terminated by the Company for reasons other than death, Total Disability or Causeany reason not described in subsections 6.1 and 6.2, or in the event Executive terminates his employment for Good ReasonGOOD REASON, the as defined herein, (a) The Company shall pay to Executive a severance consisting of the following amounts to Executive: sum of: (i) Any accrued but unpaid two times the Executive's annual Base Salary Compensation in effect at the time of such termination (without regard for services rendered to any reduction in such Base Compensation that constitutes Good Reason for such termination); and (ii) two times Executive's current CNA Financial Corporation 2000 Incentive Compensation Plan target bonus. In addition, the date of termination, any accrued but unpaid expenses required to be reimbursed special stock grants described in subsection 3(c) and all subsequent stock option grants shall vest as provided for in the Addendum. The Company shall have no further obligations under this Agreement. The severance shall be paid in 24 equal monthly installments following such termination. The Company shall also pay the Executive within 30 days of his termination his Accrued Obligations. Executive agrees to be bound by the covenants set forth herein effective as of the termination date. In addition, Executive shall continue to participate in such health insurance plans in which he is enrolled throughout the 24-month term of the payments set forth in this subsection 6.3(a), as if he were still employed by the Company, said period of participation to run concurrently with any vacation accrued to the date period of termination and any earned but unpaid bonuses for any prior period. (ii) Any benefits COBRA coverage to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(f) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangementsentitled. (iiib) An amount equal to two times Good Reason as set forth herein is defined as, without the sum Executive's consent: (i) a reduction in the rate of Executive's Base Salary plus Compensation or annual incentive target compensation set forth at subsection 3(b); (ii) the assignment to Executive of any duties inconsistent with his Target Annual Bonus position (in each case as then in effectincluding status, offices, titles and reporting relationships), of authority, duties or responsibilities, all as in effect on the Signing Date, or any other action by the Company which one-half shall be paid results in a lump sum diminution in any respect in such position, authority, duties or responsibilities; (iii) any reduction in any benefits provided under Section 4 or a material diminution under the expense reimbursement policies of the Company provided under Section 5 of this Agreement, that is not generally applicable to all similarly situated executives of the Company; (iv) a substantial breach of any material provision of this Agreement by the Company; (v) the Company's requiring Executive to be based at any office or location that is more than 35 miles from his office or location in Chicago, Illinois, as of the hire date; (vi) the failure to appoint, elect or reelect or otherwise maintain Executive as a director of CNA Financial Corporation Board of Directors; or (vii) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within fifteen (15) calendar days after a merger, consolidation, sale or similar transaction; provided, however, that for purposes of clauses (i), (ii) and (iii), the Company shall have ten (10) calendar days after such termination and one-half shall be paid during the two (2) year period beginning on the date of Executive's termination and shall be paid at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period. (iv) The Company at its expense will continue for Executive and Executive's spouse and dependents, all health benefit plans, programs or arrangements, whether group or individual, and also including deferred compensation, disability, automobile, and other benefit plans, in which Executive was entitled to participate at any time during the twelve-month period prior to the date of termination, until the earliest to occur of (A) two years after the date of termination; (B) Executive's death (provided that benefits payable written notice has been given to Executive's beneficiaries shall not terminate upon Executive's death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer. In the event that Executive's continued participation in any such plan, program, or arrangement of the Company is prohibited, by Executive of such Good Reason in which to cure such conduct not engaged in by the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for such period on a basis which provides Executive with no additional after tax costin bad faith. (v) Except to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as of the date of termination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to senior executives, pro-rated for the fiscal year in which the Executive is terminated. (vi) Executive shall continue to vest in all stock option awards or restricted stock awards over the two (2) year period commencing on the date of such termination of employment. Executive shall have two (2) years and six (6) months after the date of termination to exercise all options, unless by virtue of the particular stock option award, the option grant expires on an earlier date. (vii) As otherwise specifically provided herein.

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's ’s employment is terminated by the Company for reasons other than death, Total Disability or Causeany reason not described in subsections 6.1 and 6.2, or in the event Executive terminates his employment for Good Reason, the as defined herein, (a) The Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of Within 30 days after such termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination and any earned but unpaid bonuses for any prior period.his Accrued Obligations; (ii) Any benefits to Termination payments consisting of the greater of: (x) the sum of (A) two and one-half (2 1/2) times Executive’s annual Base Compensation in effect at the time of such termination paid in thirty (30) equal monthly installments, plus (B) two (2) times Executive’s annual target Bonus paid in twenty-four (24) equal monthly installments, or (y) Executive’s Base Compensation plus Executive’s annual target Bonus (which Executive annual target Bonus shall be prorated for any fiscal year of less than twelve (12) months during such period), paid in equal monthly installments, for the unexpired period of the employment term set forth at Section 1 as such term may be entitled extended or renewed pursuant to the plansSection 6.5; provided, policies and arrangements referred to in Section 4(f) hereof each such case Executive’s Base Compensation shall be determined and paid in accordance with the terms of without regard for any reduction that constitutes Good Reason for such plans, policies and arrangementstermination. (iii) An amount equal to two times A target Bonus and all cash LTIP Awards for the sum of Executive's Base Salary plus his Target Annual Bonus Performance Period (in each case as then in effect), of which oneor long-half shall be paid in a lump sum within ten (10term incentive periods under the Incentive Compensation Plan) days after such termination and one-half shall be paid during the two (2) year period beginning on the date of Executive's termination and shall be paid at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period. (iv) The Company at its expense will continue for Executive and Executive's spouse and dependents, all health benefit plans, programs or arrangements, whether group or individual, and also including deferred compensation, disability, automobile, and other benefit plans, in which Executive was entitled the termination occurs prorated to participate at any time during the twelve-month period prior to the date of termination, until the earliest to occur of (A) two years after the date of termination; (B) Executive's death (provided that benefits payable to Executive's beneficiaries shall not terminate upon Executive's death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer. In the event that Executive's continued participation in any such plan, program, or arrangement of the Company is prohibited, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for such period on a basis which provides Executive with no additional after tax cost. (v) Except to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as of the date of termination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall also not be eligible entitled to any Bonus or cash LTIP Award for a bonus or incentive compensation paymentthe period following termination, it being the intent of the parties that the portion of the termination payments described in subsection 6.3(a)(ii) that exceeds his Base Compensation shall be in lieu of such Bonus; and (b) Any unexercised LTIP stock option Award held by Executive upon termination of his employment shall be fully vested on the date of termination and may be exercised by Executive at any time up to the first anniversary of Executive’s date of termination (but not later than the date on which such LTIP stock option Award would expire if Executive had remained employed by the Company). Subject to the provisions of Section 3(e), any options other than LTIP Awards may be exercised during the same time, on the same basis, and period but only to the same extent payments are made to senior executives, pro-rated for vested under the fiscal year terms of such option. The provisions of this subsection 6.3(b) shall apply notwithstanding any contrary provision in which any agreement governing any LTIP stock option Award or other option or other right under the Executive is terminatedIncentive Compensation Plan. (vic) In addition, Executive shall continue to vest participate in all stock option awards or restricted stock awards over such health, dental, vision, life, and disability plans in which he is enrolled for the two (2) year period commencing on during which he is entitled to receive termination payments of Base Compensation under subsection 6.3(a)(ii), as if he were still employed by the date Company, said period of such participation to run concurrently with any period of COBRA coverage to which Executive may be entitled; provided, to the extent that Executive cannot participate in the Company’s health, dental and vision plans beyond the termination of employment. the COBRA benefit continuation period, Executive shall have two (2) years be entitled to equivalent such health, dental and six (6) months after the date of termination vision benefits as are provided to exercise all options, unless by virtue senior executives of the particular stock option award, Company under the option grant expires on an earlier dateCompany’s benefit plans. (viid) As otherwise In the event that Executive dies before all payments pursuant to this Section 6.3 have been paid, all remaining payments shall be made to the beneficiary specifically provided hereindesignated by the Executive in writing prior to his death, or, if no such beneficiary was designated (or the Company is unable in good faith to determine the beneficiary designated), to his personal representative or estate.

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's ’s employment is terminated by the Company for reasons other than death, Total Disability or Cause, or Executive terminates his employment for Good Reason, the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination termination, and any earned but unpaid bonuses for any prior period.; provided however, that such earned but unpaid bonuses shall not be paid until six (6) months have elapsed from Executive’s termination of employment; (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(f) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements.; (iii) An amount equal to two times times’ the sum of Executive's ’s Base Salary plus his Target Annual Bonus (in each case as then in effect), of which one-half shall be paid in a lump sum within ten as soon as administratively practicable following six (106) days months after such termination and one-half shall be paid during the two (2) year period beginning on as soon as administratively practicable following six (6) months after the date of Executive's ’s termination and shall be paid at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period.; (iv) The Company at its expense will continue for Executive and Executive's ’s spouse and dependentsdependent, all health benefit plans, programs or arrangements, whether group or individual, and also including deferred compensation, disability, automobile, and other benefit plans, in which Executive was entitled to participate at any time during the twelve-month period prior to the date of termination; but only to the extent such arrangements are available to the Company’s retirees; and for these purposes, Executive will for purposes of this paragraph 6(e)(iv) be considered a retiree regardless of whether he would otherwise qualify as one; and only until the earliest to occur of (A) two and one-half years after the date of termination; (B) Executive's ’s death (provided that benefits payable to Executive's ’s beneficiaries shall not terminate upon Executive's ’s death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer. In the event that Executive's continued participation in any such plan, program, or arrangement of the Company is prohibited, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for such period on a basis which provides Executive with no additional after tax cost.; (v) Except to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as of the date of termination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to senior executivesexecutive, pro-rated for the fiscal year in which the Executive is terminated.; provided, however, that such payment of bonus or incentive compensation will be made as soon as administratively practicable following six (6) months from the Executive’s termination from employment with the Company; (vi) Executive shall continue to vest in all stock option awards or restricted stock awards over the two (2) year period commencing on the date of such termination of employment. Executive shall have two (2) years and six (6) months after the date of termination of employment to exercise all options, unless by virtue of the particular stock option award, the option grant expires on an earlier date.; and (vii) As otherwise specifically provided herein. 5. Section 7 of the Agreement is hereby amended by deleting subparagraph (a) in its entirety and substituting the following in its stead to read as follows:

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's ’s employment is terminated by the Company for reasons other than death, Total Disability or Causeany reason not described in subsections 6.1 and 6.2, or in the event Executive terminates his employment for Good Reason, the as defined herein: (a) The Company shall pay the following amounts to Executive: (i) Any accrued Within 30 days after such termination, (1) unpaid Base Compensation at the rate in effect at the time of notice of termination; (2) any previous year’s earned but unpaid Annual Bonus and any earned but unpaid long-term incentive cash bonus; and (3) unpaid expense reimbursements and other unpaid cash entitlements earned and accrued as of the date of termination pursuant to the terms of the applicable plan or program; (ii) Termination payments at an annual rate equal to the Base Salary Compensation and Executive’s target Annual Bonus, with such termination payments to be made in substantially equal installments, not less frequently than monthly, for services rendered the remainder of the Term, provided that such payments shall be made for a period of no less than one (1) year following the date of termination; and (iii) An Annual Bonus for the Performance Period in which the termination occurs based on performance for such Performance Period and prorated to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination and any earned but unpaid bonuses for any prior period. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(f) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to two times the sum of Executive's Base Salary plus his Target . Such Annual Bonus (in each case as then in effect), of which one-half shall be paid in a lump sum within ten (10) days after such termination and one-half shall be paid during the two (2) year period beginning on the date of Executive's termination and shall be paid at the same time and in annual bonuses are paid to other employees of the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such periodCompany. (ivb) Any unvested equity awards held by Executive upon termination of his employment (whether outstanding on or awarded following the date hereof) shall continue to vest, as if Executive’s employment had not terminated, based on performance for the applicable performance period. The Company at its expense will provisions of this subsection 6.3(b) shall apply notwithstanding any contrary provision in any agreement with Executive governing any such equity awards. (c) Executive shall continue for Executive and Executive's spouse and dependentsto participate in such medical benefits, all health benefit plansdental benefits, programs or arrangements, whether group or individuallife insurance, and also including deferred compensation, disability, automobile, and other benefit plans, long-term disability plans in which Executive was entitled to participate at any time during he is enrolled for the twelve-month period prior to remainder of the Term, but not less than one (1) year following the date of termination, until as if he were still employed by the earliest Company, including applicable payments by the Company, and at the expiration of such period, Executive shall be entitled to occur of (A) two years after COBRA coverage. Notwithstanding the date of termination; (B) Executive's death (provided that benefits payable foregoing, to Executive's beneficiaries shall not terminate upon Executive's death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer. In the event extent that Executive's ’s continued participation in any such plan, programbenefit plan would violate any applicable law, or arrangement result in unfavorable tax treatment, the Company may provide for Executive’s COBRA coverage to commence upon termination in accordance with the provisions of such benefit plan and pay to Executive a lump sum amount equal to the Company’s share of coverage cost for a period equal to the greater of the remainder of the Term or one year. (d) In the event that Executive dies before all payments pursuant to this Section 6.3 have been paid, all remaining payments shall be made to the beneficiary specifically designated by Executive in writing prior to his death, or, if no such beneficiary was designated (or the Company is prohibitedunable in good faith to determine the beneficiary designated), the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, his personal representative or arrangement, for such period on a basis which provides Executive with no additional after tax costestate. (v) Except to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as of the date of termination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to senior executives, pro-rated for the fiscal year in which the Executive is terminated. (vi) Executive shall continue to vest in all stock option awards or restricted stock awards over the two (2) year period commencing on the date of such termination of employment. Executive shall have two (2) years and six (6) months after the date of termination to exercise all options, unless by virtue of the particular stock option award, the option grant expires on an earlier date. (vii) As otherwise specifically provided herein.

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's ’s employment is terminated by the Company for reasons other than death, Total Disability or Causeany reason not described in subsections 6.1 and 6.2, or in the event Executive terminates his employment for Good Reason, as defined herein, and conditioned upon Executive executing a release of claims as required by the Company, substantially in the form attached to this Agreement as Exhibit A: (a) The Company shall pay the following amounts to Executive, in lieu of any other compensation: (i) Any accrued Within 30 days after such termination, (1) unpaid Base Compensation at the rate in effect at the time of notice of termination; (2) any previous year’s earned but unpaid Annual Bonus and any earned and unpaid long-term incentive cash bonus; and (3) unpaid expense reimbursements and other unpaid cash entitlements earned by Executive as of the date of termination pursuant to the terms of the applicable plan or program accrued prior to the date of the date of termination; (ii) Termination payments at an annual rate equal to the Base Salary Compensation and Executive’s target Annual Bonus, with such termination payments to be made in substantially equal installments, not less frequently than monthly, for services rendered the remainder of the Term, provided that such payments shall be made for a period of no less than one (1) year following the date of termination; and (iii) An Annual Bonus for the Performance Period in which the termination occurs based on performance for such Performance Period and prorated to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination and any earned but unpaid bonuses for any prior period. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(f) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to two times the sum of Executive's Base Salary plus his Target . Such Annual Bonus (in each case as then in effect), of which one-half shall be paid in a lump sum within ten (10) days after such termination and one-half shall be paid during the two (2) year period beginning on the date of Executive's termination and shall be paid at the same time and in annual bonuses are paid to other employees of the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such periodCompany. (ivb) Any unvested equity awards held by Executive upon termination of his employment shall continue to vest, as if Executive’s employment had not terminated, based on performance for the applicable performance period. The Company at its expense will continue for Executive and Executive's spouse and dependents, all health benefit plans, programs or arrangements, whether group or individual, and also including deferred compensation, disability, automobile, and other benefit plans, in which Executive was entitled to participate at provisions of this subsection 6.3(b) shall apply notwithstanding any time during the twelve-month period prior to the date of termination, until the earliest to occur of (A) two years after the date of termination; (B) Executive's death (provided that benefits payable to Executive's beneficiaries shall not terminate upon Executive's death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer. In the event that Executive's continued participation contrary provision in any agreement with Executive governing any such plan, program, or arrangement of the Company is prohibited, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for such period on a basis which provides Executive with no additional after tax costequity awards. (v) Except to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as of the date of termination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to senior executives, pro-rated for the fiscal year in which the Executive is terminated. (vic) Executive shall continue to vest participate in all stock option awards or restricted stock awards over the two (2) year period commencing on the date of such medical benefits, dental benefits, life insurance, and long-term disability plans in which he is enrolled for 24 months following termination of employment. , as if he were still employed by the Company, including applicable payments by the Company, and at the expiration of such 24-month period, Executive shall have two (2) years and six (6) months after the date of termination be entitled to exercise all options, unless by virtue of the particular stock option award, the option grant expires on an earlier dateCOBRA coverage. (viid) As otherwise In the event that Executive dies before all payments pursuant to this Section 6.3 have been paid, all remaining payments shall be made to the beneficiary specifically provided hereindesignated by Executive in writing prior to his death, or, if no such beneficiary was designated (or the Company is unable in good faith to determine the beneficiary designated), to his personal representative or estate.

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's ’s employment is terminated by the Company for reasons other than death, Total Disability or CauseWithout Cause as defined herein, or in the event Executive terminates his employment for Good Reason, as defined herein, (a) Subject to the approval of the Committee, the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered Executive severance consisting of an amount equal to the date sum of terminationthe Executive’s Base Compensation and Bonus at target, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to prorated based on the total number of months from the date of termination and any earned but unpaid bonuses through March 31, 2007; however, in no event shall the period of time for any prior period. (ii) Any benefits to which Executive may severance is calculated be entitled pursuant to the plans, policies and arrangements referred to in Section 4(f) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to two times the sum of Executive's Base Salary plus his Target Annual Bonus (in each case as then in effect), of which one-half less than 12 months.. The severance shall be paid in a lump sum within ten (10) days after equal monthly installments following such termination and one-half shall be paid during the two (2) year period beginning on the date of Executive's termination and shall be paid at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period. (iv) termination. The Company at its expense will continue for shall also pay the Executive and Executive's spouse and dependents, all health benefit plans, programs or arrangements, whether group or individual, and also including deferred compensation, disability, automobile, and other benefit plans, in which Executive was entitled to participate at any time during the twelve-month period prior to the date (i) within 30 days of his termination, until the earliest his unpaid base salary, prorated to occur of (A) two years after the date of termination; (Bii) Executive's death at the time of the scheduled March payout date, any previous year’s Bonus and CNA long-term incentive cash award based upon actual or discretionary payouts, if any; (provided that benefits payable iii) at the time of the scheduled March payout date, current year’s Bonus and CNA long-term incentive cash award based upon actual or discretionary payouts, if any, prorated to Executive's beneficiaries shall not terminate upon Executive's death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer. In of termination; (iv) within 30 days of his termination, unpaid cash entitlements earned and accrued pursuant to the event that Executive's continued participation in any such plan, program, or arrangement terms of the applicable Company is prohibited, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, plan or arrangement, for such period on a basis which provides Executive with no additional after tax cost. (v) Except program prior to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as date of the date of termination (which unpaid cash entitlements under this Section 6.3(a)(iv) shall not include any pension plan, profit sharing plan, supplemental and/or unpaid Bonus or any unpaid long-term incentive compensation plans in which cash award or other award under the Incentive Compensation Plan); and (v) any unpaid Sign-on Bonus installment. Executive was a participant agrees to be bound by the covenants set forth herein as of the date of terminationtermination date. Executive shall also be eligible for a bonus or incentive compensation paymentIn addition, at the same time, on the same basis, and to the same extent payments are made to senior executives, pro-rated for the fiscal year in which the Executive is terminated. (vi) Executive shall continue to vest participate, at the active employee rates, in all stock option awards or restricted stock awards over such health benefits plans in which he is enrolled throughout the two (2) year term of the payments set forth in this Section 6.3(a), up to a maximum of 12 months, with said period commencing on the date of such termination participation to run concurrently with any period of employmentCOBRA coverage to which Executive may be entitled. Executive The Company shall have two (2) years and six (6) months after the date of termination to exercise all options, unless by virtue of the particular stock option award, the option grant expires on an earlier dateno further obligations under this Agreement. (viib) As otherwise specifically provided hereinGood Reason as set forth herein is defined as a reduction in the rate of Executive’s base salary, annual incentive target or long-term incentive cash target compensation, a required relocation of his personal residence to another geographical area without Executive’s consent, or a material diminution in Executive’s duties and responsibilities without Executive’s consent. (c) Without Cause as set forth herein is defined as a termination of the Executive by the Company for any reason not described in subsections 6.1 and 6.2. (d) The amounts payable under this Section 6.3 shall not be subject to any obligation or duty by Executive to mitigate.

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's employment is terminated by the Company for reasons other than death, Total Disability or Cause, or Executive terminates his employment for Good Reason, the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination and any earned but unpaid bonuses for any prior period. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(f) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to two times the sum of Executive's Base Salary plus his Target Annual Bonus (in each case as then in effect), of which one-half shall be paid in a lump sum within ten (10) days after such termination and one-half shall be paid during the two (2) year period beginning on the date of Executive's termination and shall be paid at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period. (iv) The Company at its expense will continue for Executive and Executive's spouse and dependents, all health benefit plans, programs or arrangements, whether group or individual, and also including deferred compensation, disability, automobile, and other benefit plans, in which Executive was entitled to participate at any time during the twelve-month period prior to the date of termination, until the earliest to occur of (A) two years after the date of termination; (B) Executive's death (provided that benefits payable to Executive's beneficiaries shall not terminate upon Executive's death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer. In the event that Executive's continued participation in any such plan, program, or arrangement of the Company is prohibited, the Company will arrange to provide Executive with benefits xxxxxxx xx xxxxxxx Xxxxxxxxx xxxx xxxxfits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for such period on a basis which provides Executive with no additional after tax cost. (v) Except to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as of the date of termination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to senior executives, pro-rated for the fiscal year in which the Executive is terminated. (vi) Executive shall continue to vest in all stock option awards or restricted stock awards over the two (2) year period commencing on the date of such termination of employment. Executive shall have two (2) years and six (6) months after the date of termination to exercise all options, unless by virtue of the particular stock option award, the option grant expires on an earlier date. (vii) As otherwise specifically provided herein.

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that If Executive's ’s employment is terminated by the Company for reasons other than death, Total Disability or Cause, or Executive terminates his or her employment for Good Reason, the Company shall pay the following amounts or provide the following benefits, as applicable, to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination termination, and any earned but unpaid bonuses for any prior periodcalendar year. (ii) Any benefits accrued through the date of termination to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(f4(c) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to two times the sum of Executive's Base Salary plus his Target Annual Bonus (that the Executive would have received if he or she had remained employed by the Company until the end of the term of employment provided in each case Section 2 above, at the rate in effect as then in effect)of the date of termination, of which one-half shall be paid in a lump lump-sum within ten (10) days after such termination and one-half shall be paid during the two (2) year period beginning on the 60th day after the effective date of Executive's termination and shall be paid at the same time and ’s termination; provided that in the same manner as Base Salary would have been paid if case of termination by Executive had remained in active employment until the end for Good Reason, payment of such periodamount is subject to Executive’s execution of a Release (as defined in Section 7). (iv) The Company To the extent not otherwise previously paid, a pro-rata bonus for the current calendar year to the extent payments are awarded to other senior executives of the Company, payable at its expense will continue the same time as paid to the other senior executives; provided that in the case of termination by Executive for Executive Good Reason, payment of such amount is subject to Executive’s execution of a Release. (v) Three years of continued medical, dental, life and disability benefits, for the Executive's , his spouse and eligible dependents, all health benefit plansat the same cost and under the same terms as active employees; provided that in the case of termination by Executive for Good Reason, programs or arrangements, whether group or individual, provision of such benefits is subject to Executive’s execution of a Release and also including deferred compensation, disability, automobile, and other benefit plans, in which Executive was entitled to participate at any time during such coverage will begin on the twelve-month period prior to 60th day after the effective date of Executive’s termination, until the earliest to occur of (A) two years after the date of termination; (B) Executive's death (provided that benefits payable to Executive's beneficiaries shall not terminate upon Executive's death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer. In the event that the Executive's ’s continued participation in any such plan, program, or arrangement of the Company is prohibitedprohibited by law or the terms of the plan or contract, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, arrangement for such period on a basis which provides Executive with no additional after tax cost. (vvi) Except to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as of the date of termination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall also be eligible Company-paid outplacement services for a bonus or incentive compensation payment, at the same time, on the same basis, and period of up to the same extent payments are made to senior executives, pro-rated for the fiscal year in which the Executive is terminated12 months. (vi) Executive shall continue to vest in all stock option awards or restricted stock awards over the two (2) year period commencing on the date of such termination of employment. Executive shall have two (2) years and six (6) months after the date of termination to exercise all options, unless by virtue of the particular stock option award, the option grant expires on an earlier date. (vii) As otherwise specifically provided herein.

Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's ’s employment is terminated by the Company for reasons other than death, Total Disability or Cause, or Executive terminates his employment for Good Reason, the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination but unused vacation, and any earned but unpaid bonuses for any prior period. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(f4(d) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to two times the sum of Executive's ’s Base Salary plus his Target Annual Bonus (in each case as then in effect), of which one-half shall be paid in a lump sum within ten (10) days after such termination and one-half shall be paid during the two (2) year period beginning on the date of Executive's ’s termination and shall be paid at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period. (iv) The Company at its expense will continue for Executive and Executive's ’s spouse and dependents, all health benefit plans, programs or arrangements, whether group or individual, and also including deferred compensation, disability, automobile, and other similar benefit plans, in which Executive was entitled to participate at any time during the twelve-month period prior to participating on the date of termination, until the earliest to occur of (A) two years after the date of termination; (B) Executive's ’s death (provided that benefits payable provided to Executive's beneficiaries ’s spouse and dependents shall not terminate upon Executive's ’s death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered by eligible to participate in a comparable benefit provided by a subsequent employer. In The first eighteen (18) months of any medical and dental insurance coverage provided by the event Company pursuant to the foregoing sentence will be provided pursuant to the provisions of CXXXX, 00 X.X.X. §0000; provided, however, that Executive's continued participation in any such plan, program, or arrangement Executive shall only be required to pay the normal employee premium required of similarly-situated active employees of the Company is prohibitedCompany, and the Company will arrange shall pay the difference in the cost of the coverage directly to provide the medical and/or dental plans or their administrator. Dental and health insurance coverage for any remaining period required to be provided by the Company to Executive with benefits substantially similar hereunder shall be provided by Company pursuant to those private insurance purchased by the Company for Executive for which the Executive shall only be required to pay an amount equal to the premiums that Executive would have been entitled be required to receive pay under such plan, program, or arrangement, for such period on a basis which provides Executive with no additional after tax costthe Company’s dental and health insurance plans then in effect. (v) Except to the extent prohibited by law, and except as otherwise provided herein, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as of the date of termination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to senior executives, pro-rated for the fiscal year in which the Executive is terminated. (vi) Executive shall continue to vest in all stock option awards or restricted stock awards over the two (2) year period commencing on the date of such termination of employmenttermination. Executive shall have two (2) years and six (6) months after the date of termination to exercise all optionsoptions to the extent then vested, unless by virtue of the particular stock provided that in no event may any option award, the option grant expires on an earlier datebe exercisable beyond its term. (vii) As otherwise specifically provided herein.