Common use of Termination Compensation and Benefits Clause in Contracts

Termination Compensation and Benefits. 7.1. If the Executive' employment is terminated for any reason during the Term of this Agreement, the Company shall pay to the Executive (or in accordance with Section 11.2 in the event of the Executive's death), (i) the Executive's Base Salary through the Date of Termination at the rate in effect immediately prior to the time the Notice of Termination is given, (ii) all compensation and benefits (other than severance compensation and benefits) payable to the Executive through the Date of Termination or thereafter under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period, including any short-term or long-term incentive compensation to which the Executive is entitled, by virtue of previous awards, in accordance with the terms of the incentive plans in which Executive participates, and (iii) any unreimbursed expenses payable pursuant to Section 5.7 of the Agreement that were incurred before the Date of Termination. 7.2. In the event the Executive's employment is terminated during the Term of this Agreement by the Executive for Good Reason, or by the Company for any reason other than Cause, death of the Executive or disability, (i) the Company shall pay, in addition to amounts payable under Sections 7.1 and 7.4, a cash severance benefit to the Executive which will be the greater of (a) the amount of Executive's Base Salary plus annual target bonuses that the Executive would have earned over the remainder of the Term of the Employment Agreement, or (b) One Million One Hundred Thousand ($1,100,000.00) Dollars, and (ii) the Company shall continue the benefits provided for in Section 5.3 of this Agreement for thirty-six (36) additional months after the Date of Termination. For the purposes of this Agreement, the phrase "Good Reason" shall have the same definition as in the individual Change in Control Agreement previously entered into by the Executive. Further provided, that in the event that Executive's employment is terminated under conditions that provide severance benefits under the Executive's individual Change in Control Agreement, then the terms of the individual's Change in Control Agreement shall control and the Executive shall be entitled to no severance benefits pursuant to this Agreement.

Termination Compensation and Benefits. 7.1. If the Executive' 's employment is shall be terminated for any reason during the Term of this Agreement, the Company shall pay the Executive's Base Salary (to the Executive (or in accordance with Section 11.2 in the event of if the Executive's employment is terminated by his death), (i) the Executive's Base Salary through the Date of Termination at the rate in effect immediately prior to the time the Notice of Termination is given, (ii) together with all compensation and benefits (other than severance compensation and benefits) payable to the Executive through the Date of Termination or thereafter under the terms of any compensation or benefit plan, program or arrangement maintained by Parent, XENERGY or the Company during such period, including any short-term or long-term incentive compensation to which the Executive is entitled, by virtue of previous awards, in accordance with the terms of the incentive plans in which Executive participates, and (iii) any unreimbursed expenses payable pursuant to Section 5.7 5.5 of the Agreement that were incurred before the Date of Termination. 7.2. In the event the Executive's employment is terminated during prior to the expiration of the Term of this the Agreement by the Executive for Good Reason, Reason or by Parent or the Company for any reason reasons other than Cause, Cause (other than the death or Disability of the Executive), the Executive or disability, (i) the Company shall payreceive, in addition to amounts payable under Sections Section 7.1 and 7.47.3, (i) a lump sum cash severance benefit payment to be made within five (5) days of the Date of Termination equal to three times the sum of the Base Salary and incentive compensation (as described below), (ii) continuation of the benefits provided for in Section 5.2 of this Agreement for the remainder of the Term, and (iii) the Special Retirement Benefit (to the Executive which will extent provided for in Section 5.8 hereof). For purposes of determining equivalent value of incentive compensation, the value of short-term incentive compensation shall be the greater higher of (ai) the amount of short-term compensation payable to the Executive with respect to the fiscal year ended immediately prior to the Date of Termination and (ii) the average of the amounts of short-term compensation payable to the Executive with respect to each of the three most recently completed fiscal years ended immediately prior to the Date of Termination, and the value of long-term incentive compensation shall be the value of long-term incentive compensation awards outstanding on the Date of Termination for performance periods ending after the Date of Termination, such value being determined based upon the projected target value of the applicable long-term incentive compensation award as determined by the Company in connection with the grant thereof. 7.3. If the Executive's Base Salary plus annual target bonuses that the Executive would have earned over the remainder of employment shall be terminated for any reason during the Term of the Employment this Agreement, or the Company shall pay (bi) One Million One Hundred Thousand the Executive's normal post-termination compensation and benefits ($1,100,000.00other than severance compensation and benefits) Dollarsto the Executive as such payments become due, and (ii) the Company shall continue Special Retirement Benefit as and to the benefits extent provided for in Section 5.3 5.8. Such normal post-termination compensation and benefits (other than severance compensation and benefits) shall be determined under, and paid in accordance with, Parent's or the Company's retirement, insurance and other compensation or benefit plans, programs and arrangements (other than this Agreement), as applicable. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, benefit, or distribution by Parent, the Company or their affiliates to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement for thirtyor otherwise (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment ("Gross-six Up Payment") in an amount such that after payment by the Executive of all taxes (36including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) additional months after Subject to the provisions of Section 7.4(c) hereof, all determinations required to be made under this Section 7.4, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by Parent's principal outside accounting firm (the "Accounting Firm") which shall provide detailed supporting calculations both to the Board and the Executive within fifteen (15) business days of the Date of Termination. For Termination and/or such earlier date(s) as may be requested by Parent or the Executive (each such date and the Date of Termination shall be referred to as a "Determination Date" for purposes of this AgreementSection 7.4(b) and Section 7.5 hereof). All fees and expenses of the Accounting Firm shall be borne solely by the Company. The initial Gross-Up Payment, if any, as determined pursuant to this Section 7.4(b), shall be paid by the phrase "Good Reason" shall have Company to the same definition as in Executive within five (5) days of the individual Change in Control Agreement previously entered into receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Further providedAny determination by the Accounting Firm under this Section 7.4(b) shall be binding upon Parent, the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that in Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment") consistent with the calculations required to be made hereunder. In the event that Executive's employment Parent exhausts its remedies pursuant to Section 7.4(c) and the Executive thereafter is terminated under conditions required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that provide severance benefits under has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive's individual Change . (c) The Executive shall notify Parent in Control Agreementwriting of any claim by the Internal Revenue Service that, then if successful, would require the terms payment by the Company of an Underpayment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and shall apprise Parent of the individual's Change nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to Parent (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If Parent notifies the Executive in Control Agreement writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Parent any information reasonably requested by Parent relating to such claim; (ii) take such action in connection with contesting such claim as Parent shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Parent; (iii) cooperate with Parent in good faith in order to effectively contest such claim; and (iv) permit Parent to participate in any proceeding relating to such claim; PROVIDED, HOWEVER, that Parent shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7.4(c), Parent shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Parent shall determine; PROVIDED, HOWEVER, that if Parent directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and PROVIDED, FURTHER that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, Parent's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to no severance benefits settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 7.4(c) hereof, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to Parent's and the Company's complying with the requirements of Section 7.4(c) hereof) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 7.4(c) hereof, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and Parent does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid. 7.5. The payments provided for in Section 7.4 hereof (other than Section 7.4(c) and (d)) shall be made not later than the fifth (5th) day following each Determination Date; PROVIDED, HOWEVER, that if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined by the Executive, of the minimum amount of such payments to which the Executive is clearly entitled and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after each Determination Date. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth (5th) business day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). 7.6. The Company also shall pay to the Executive all reasonable legal fees and expenses incurred by the Executive as a result of a termination which entitles the Executive to the Severance Payments (including all such fees and expenses, if any, incurred in disputing any termination or in seeking in good faith to obtain or enforce any benefit or right provided by this AgreementAgreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder); PROVIDED, HOWEVER, the Company shall not be required to pay to the Executive legal fees and expenses to the extent such legal fees and expenses were incurred in connection with a contest controlled by Parent pursuant to Section 7.4(c) hereof in connection with which Parent complied with its obligations under said Section 7.4(d). Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as Parent reasonably may require.

Termination Compensation and Benefits. 7.1. 7.1 If the Executive' 's employment is shall be terminated for any reason during the Term of this Agreement, the Company shall pay the Executive's Base Salary (to the Executive (or in accordance with Section 11.2 in the event of if the Executive's employment is terminated by his death), (i) the Executive's Base Salary through the Date of Termination at the rate in effect immediately prior to at the time the Notice of Termination is given, (ii) together with all compensation and benefits (other than severance compensation and benefits) payable to the Executive through the Date of Termination or thereafter under the terms of any compensation or benefit plan, program or arrangement maintained by Energy East or the Company during such period, including any short-term or long-term incentive compensation to which the Executive is entitled, by virtue of previous awards, in accordance with the terms of the incentive plans in which Executive participates, and (iii) any unreimbursed expenses payable pursuant to Section 5.7 of the Agreement that were incurred before the Date of Termination. 7.2. 7.2 In the event the Executive's employment is terminated during prior to the expiration of the Term of this the Agreement by the Executive for Good Reason, Reason or by Energy East or the Company for any reason reasons other than Cause, or death or Disability of the Executive, the Executive or disabilityshall receive continuation of his compensation and benefits provided for in Sections 5.1, (i) 5.2, 5.4, 5.6, 5.7 and, to the Company shall pay, in addition to amounts payable extent not already provided under Sections 7.1 and Section 7.4, the last sentence of Section 5.3 of the Agreement (or a cash severance benefit to the Executive which will be the greater of (asubstantial equivalent) the amount of Executive's Base Salary plus annual target bonuses that the Executive would have earned over for the remainder of the Term Term. For purposes of determining equivalent value of incentive compensation, the Employment Agreement, or (b) One Million One Hundred Thousand ($1,100,000.00) Dollars, value of short-term incentive compensation shall be the amount of short-term compensation received by the Executive in the fiscal year ended immediately prior to the Date of Termination and (ii) the Company value of long-term incentive compensation shall continue be the benefits provided value of long-term incentive compensation awards outstanding on the Date of Termination for in Section 5.3 of this Agreement for thirty-six (36) additional months performance periods ending after the Date of Termination. For , such value being determined based upon the purposes projected target value of the applicable long-term incentive compensation award as determined by the Company in connection with the grant thereof. 7.3 If the Executive's employment shall be terminated for any reason during the Term of this Agreement, the phrase "Good Reason" Company shall have the same definition as in the individual Change in Control Agreement previously entered into by pay the Executive's normal post-termination compensation and benefits to the Executive as such payments become due. Further providedSuch post-termination compensation and benefits (other than severance compensation and benefits) shall be determined under, that and paid in accordance with, Energy East's or the event that Company's retirement, insurance and other compensation or benefit plans, programs and arrangements (other than this Agreement). 7.4 If the termination of the Executive's employment is terminated under conditions circumstances described in Section 7.2 hereof, Energy East and the Company shall maintain in full force and effect, for the continued benefit of the Executive for the number of years (including partial years) remaining in the Term, each "employee welfare benefit plan" (as described in Section 3(1) of ERISA) in which the Executive was entitled to participate immediately prior to the Date of Termination, provided that provide severance benefits under the Executive's individual Change continued participation is possible under the general terms and provisions of such plans. In the event that the Executive's participation in Control Agreementany such plan is barred, then the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive would otherwise have been entitled to receive under the plan from which his continued participation is barred. (A) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, benefit, or distribution by Energy East, the Company or their affiliates to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment"), would be subject to the individualexcise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"),then the Executive shall be entitled to receive an additional payment ("Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (B) Subject to the provisions of Section 7.5(C) hereof, all determinations required to be made under this Section 7.5, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by Energy East's Change principal outside accounting firm (the "Accounting Firm") which shall provide detailed supporting calculations both to the Board and the Executive within fifteen (15) business days of the Date of Termination and/or such earlier date(s) as may be requested by Energy East or the Executive (each such date and the Date of Termination shall be referred to as a "Determination Date", for purposes of this Section 7.5(B) and Section 7.6 hereof). All fees and expenses of the Accounting Firm shall be borne solely by the Company. The initial Gross-Up Payment, if any, as determined pursuant to this Section 7.5(B), shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in Control Agreement the imposition of a negligence or similar penalty. Any determination by the Accounting Firm under this Section 7.5(B) shall be binding upon Energy East, the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that Energy East exhausts its remedies pursuant to Section 7.5(C) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (C) The Executive shall notify Energy East in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of an Underpayment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and shall apprise Energy East of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to Energy East (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If Energy East notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Energy East any information reasonably requested by Energy East relating to such claim, (ii) take such action in connection with contesting such claim as Energy East shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Energy East, (iii) cooperate with Energy East in good faith in order to effectively to contest such claim, and (iv) permit Energy East to participate in any proceeding relating to such claim; provided, however, that Energy East shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7.5(C), Energy East shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Energy East shall determine; provided, however, that if Energy East directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, Energy East's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to no severance benefits settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (D) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 7.5(C) hereof, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to Energy East's and the Company's complying with the requirements of Section 7.5(C) hereof) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 7.5(C) hereof, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and Energy East does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid. 7.6 The payments provided for in Section 7.5 hereof (other than Section 7.5(C) and (D)) shall be made not later than the fifth day following each Determination Date, provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined by the Executive, of the minimum amount of such payments to which the Executive is clearly entitled and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after each Determination Date. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth (5th) business day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). 7.7 The Company also shall pay to the Executive all reasonable legal fees and expenses incurred by the Executive as a result of a termination which entitles the Executive to the Severance Payments (including all such fees and expenses, if any, incurred in disputing any such termination or in seeking in good faith to obtain or enforce any benefit or right provided by this AgreementAgreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder); provided, however, the Company shall not be required to pay to the Executive legal fees and expenses to the extent such legal fees and expenses were incurred in connection with a contest controlled by Energy East pursuant to Section 7.5(C) hereof in connection with which Energy East complied with its obligations under said Section 7.5(C). Such payments shall be made within five (5) business days after delivery of the Executive's written requests for payment accompanied with such evidence of fees and expenses incurred as Energy East reasonably may require.

Termination Compensation and Benefits. 7.1. 7.1 If the Executive' 's employment is terminated for any reason during the Term of this Agreement, the Company shall pay to the Executive (or in accordance with Section 11.2 in the event of the Executive's death), (i) the Executive's Base Salary through the Date of Termination at the rate in effect immediately prior to the time the Notice of Termination is given, (ii) all compensation and benefits (other than severance compensation and benefits) payable to the Executive through the Date of Termination or thereafter under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period, including any short-term or long-term incentive compensation to which the Executive is entitled, by virtue of previous awards, in accordance with the terms of the incentive plans in which Executive participates, and (iii) any unreimbursed expenses payable pursuant to Section 5.7 of the Agreement that were incurred before the Date of Termination. 7.2. 7.2 In the event the Executive's employment is terminated during prior to the Term third anniversary of this Agreement the Effective Date by the Executive for Good Reason, Reason or by the Company for any reason other than Cause, death of the Executive or disabilityDisability, the Company shall (i) pay the Company shall payExecutive, in addition to amounts payable under Sections Section 7.1 and 7.47.5, a lump sum cash severance benefit payment to be made within thirty (30) days after the Date of Termination equal to the product of (A) the sum of (w) the higher of the Base Salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or the Base Salary in effect immediately prior to the date of the Notice of Termination plus (x) the higher of the annual cash incentive award that may be earned by the Executive if target performance levels are achieved in the year in which the Date of Termination occurs or the highest annual incentive award that was actually paid by the Company to the Executive which will be for any year in the three preceding years, times (B) the greater of (ay) two or (z) the amount number of Executive's Base Salary plus annual target bonuses that the Executive would have earned over the remainder of years and fraction thereof remaining in the Term of this Agreement from the Employment Agreement, or (b) One Million One Hundred Thousand ($1,100,000.00) Dollars, Date of Termination; and (ii) the Company shall continue the benefits provided for in Section 5.3 of this Agreement for thirty-six a period equal to the greater of (36A) additional months two years, or (B) the remaining Term of this Agreement, provided that such benefits shall be discontinued if comparable benefits are obtained from a subsequent employer during the remaining Term of this Agreement. 7.3 In the event the Executive's employment is terminated after the third anniversary of the Effective Date by the Executive for Good Reason or by the Company for any reason other than Cause, death of the Executive or Disability, the Company shall (i) pay the Executive, in addition to amounts payable under Section 7.1 and 7.5, a lump sum cash payment to be made within thirty (30) days after the Date of Termination. For Termination equal to the purposes product of (A) the sum of (w) the higher of the Base Salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or the Base Salary in effect immediately prior to the date of the Notice of Termination plus (x) the higher of the annual cash incentive award that may be earned by the Executive if target performance levels are achieved in the year in which the Date of Termination occurs or the highest annual incentive award that was actually paid by the Company to the Executive for any year in the three preceding years, times (B) the greater of (y) one or (z) a fraction the numerator of which is the number of months (rounded up to the nearest whole month) remaining in the Term of this Agreement from the Date of Termination and the denominator of which is 12; and (ii) continue the benefits provided for in Section 5.3 of this Agreement for the remaining Term of this Agreement, provided that such benefits shall be discontinued if comparable benefits are obtained from a subsequent employer during the remaining Term of this Agreement. 7.4 In the event that the Executive's employment is terminated by the Executive for any reason other than death, Disability or Good Reason or is terminated by the Company for Cause, the Company shall pay the Executive any amounts due pursuant to Section 7.1 and 7.5 hereof and the Executive shall pay the Company: (i) a lump sum cash payment of $3,000,000 if such termination is prior to the second anniversary date of the Effective Date; or (ii) a lump sum cash payment of $1,500,000 if such termination is prior to the third anniversary date of the Effective Date; 7.5 If the Executive's employment is terminated for any reason during the Term of this Agreement, the phrase "Good Reason" Company shall have pay the same definition Executive's normal post-termination compensation and benefits (other than severance compensation and benefits) to the Executive as such payments become due. Such normal post-termination compensation and benefits (other than severance compensation and benefits) shall be determined under, and paid in accordance with the Company's retirement, insurance and other compensation or benefit plans, programs and arrangements (other than this Agreement), as applicable. (a) Anything in this Agreement to the contrary notwithstanding, in the individual Change event it shall be determined that any payment, benefit, or distribution by the Company or its affiliates to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment ("Gross-Up Payment") in Control Agreement previously entered into an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 7.6(c) hereof, all determinations required to be made under this Section 7.6, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by the Company's principal outside accounting firm (the "Accounting Firm") which shall provide detailed supporting calculations both to the Board and the Executive within fifteen (15) business days after the Date of Termination and/or such earlier date(s) as may be requested by the Company or the Executive (each such date and the Date of Termination shall be referred to as a "Determination Date" for purposes of this Section 7.6(b) and Section 7.7 hereof). All fees and expenses of the Accounting Firm shall be borne solely by the Company. The initial Gross-Up Payment, if any, as determined pursuant to this Section 7.6(b), shall be paid by the Company to the Executive within thirty (30) days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Further providedAny determination by the Accounting Firm under this Section 7.6(b) shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that in Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment") consistent with the calculations required to be made hereunder. In the event that Executive's employment the Company exhausts its remedies pursuant to Section 7.6(c) and the Executive thereafter is terminated under conditions required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that provide severance benefits under has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive's individual Change . (c) The Executive shall notify the Company in Control Agreementwriting of any claim by the Internal Revenue Service that, then if successful, would require the terms payment by the Company of an Underpayment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and shall apprise the Company of the individual's Change nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in Control Agreement writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; (iii) cooperate with the Company in good faith in order to effectively contest such claim; and (iv) permit the Company to participate in any proceeding relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7.6(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to no severance benefits settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to this AgreementSection 7.6(c) hereof, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's compliance with the requirements of Section 7.6(c) hereof) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 7.6(c) hereof, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid. 7.7 The payments provided for in Section 7.6 hereof (other than Section 7.6(c) and (d)) shall be made not later than the thirtieth (30th) day following each Determination Date; provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined by the Executive, of the minimum amount of such payments to which the Executive is clearly entitled and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the forty-fifth (45th) day after each Determination Date. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth (5th) business day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).

Termination Compensation and Benefits. 7.1. 7.1 If the Executive' 's employment is terminated for any reason during the Term of this Agreement, the Company Executive shall pay to the Executive be paid (or in accordance with Section 11.2 in the event of the Executive's death), (i) the Executive's Base Salary through the Date of Termination at the rate in effect immediately prior to the time the Notice of Termination is given, (ii) all compensation and benefits (other than severance compensation and benefits) payable to the Executive through the Date of Termination or thereafter under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period), including any short-term or long-term incentive compensation compensation, to which the Executive is entitled, by virtue of previous awards, in accordance with the terms of the incentive plans in which Executive participates, and (iii) any unreimbursed expenses payable pursuant to Section 5.7 of the Agreement that were incurred before the Date of Termination. 7.2. (a) In the event the Executive's employment is terminated during the Term of this Agreement by the Executive for Good Reason, Reason or by the Company for any reason other than Cause, death of the Executive or disabilityDisability, (i) the Company shall paypay the Executive, in addition to amounts payable under Sections 7.1 and 7.47.3, a lump sum cash severance benefit payment to be made within thirty (30) days after the Date of Termination equal to three times (the "Multiplier") the sum of (x) the higher of the Base Salary in effect immediately prior to the Executive occurrence of the event or circumstance upon which will be the greater Notice of Termination is based or the Base Salary in effect immediately prior to the date of the Notice of Termination, and (ay) the amount highest of Executive's Base Salary plus the annual target bonuses bonus that may be earned by the Executive would have if target performance levels are achieved in the year in which the Date of Termination occurs or the highest annual bonus earned over by the remainder Executive in respect of the Term three (3) years immediately preceding the year in which the Date of Termination occurs, in any case, pursuant to any annual incentive (bonus) plan covering the Employment Agreement, or (b) One Million One Hundred Thousand ($1,100,000.00) DollarsExecutive, and (ii) the Company shall continue the benefits provided for in Section 5.3 5.2 of this Agreement for thirty-six (36) additional months after the Date of Termination; provided that the amounts payable to the Executive under this Section 7.2(a) shall be reduced by the amount of any one-time special bonus actually paid to the Executive pursuant to Section 5.4 hereof. For The payments provided for in this Section 7.2(a) shall be in lieu of any severance compensation to which the purposes Executive would otherwise be entitled under any severance plan or policy applicable to the Executive. (b) In the event that the Company gives notice to the Executive in accordance with Section 3 of the Agreement that this Agreement shall not be extended and will terminate at the end of the then current Term, then (i) the Company shall, within thirty (30) days after the end of the Term, pay the Executive a lump sum cash payment in an amount determined in accordance with Section 7.2(a) (i) except that the Multiplier shall be one and one-half (1-1/2) instead of three (3), and (ii)) the Company shall continue the benefits provided for in Section 5.2 of this Agreement for eighteen (18) additional months after the end of the Term; provided that the amounts payable to the Executive under this Section 7.2(b) shall be reduced by the amount of any one-time special bonus actually paid to the Executive pursuant to Section 5.4 hereof. The payments provided for in this Section 7.2(b) shall be in lieu of any severance compensation to which the Executive would otherwise be entitled under any severance plan or policy applicable to the Executive. 7.3 If the Executive's employment is terminated for any reason during the Term of this Agreement, the phrase "Good Reason" Company shall have pay the same definition Executive's normal post-termination compensation and benefits (other than severance compensation and benefits) to the Executive as such payments become due. Such normal post-termination compensation and benefits (other than severance compensation and benefits) shall be determined under, and paid in accordance with World's retirement, insurance and other compensation or benefit plans, programs and arrangements (other than this Agreement), as applicable and as in effect on the individual Change date immediately prior to the date hereof. (a) Anything in Control this Agreement previously entered into by to the Executive. Further providedcontrary notwithstanding, that in the event it shall be determined that Executive's employment is terminated under conditions that provide severance benefits under any payment, benefit, or distribution by the Company or World or its affiliates to or for the benefit of the Executive's individual Change in Control Agreement, then whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment"), would be subject to the individual's Change in Control Agreement shall control excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to no severance benefits receive an additional payment ("Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross- Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 7.4(c) hereof, all determinations required to be made under this Section 7.4, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by the Company's principal outside accounting firm (the "Accounting Firm") which shall provide detailed supporting calculations both to the Board and the Executive within fifteen (15) business days after the Date of Termination and/or such earlier date(s) as may be requested by the Company or the Executive (each such date and the Date of Termination shall be referred to as a "Determination Date" for purposes of this Section 7.4(b) and Section 7.5 hereof). All fees and expenses of the Accounting Firm shall be borne solely by the Company. The initial Gross-Up Payment, if any, as determined pursuant to this Agreement.Section

Termination Compensation and Benefits. 7.1. 7.1 If the Executive' 's employment is terminated for any reason during the Term of this Agreement, the Company shall pay to the Executive (or in accordance with Section 11.2 in the event of the Executive's death), (i) the Executive's Base Salary through the Date of Termination at the rate in effect immediately prior to the time the Notice of Termination is given, (ii) all compensation and benefits (other than severance compensation and benefits) payable to the Executive through the Date of Termination or thereafter under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period, including any short-term or long-term incentive compensation to which the Executive is entitled, by virtue of previous awards, in accordance with the terms of the long-term incentive plans in which Executive participates, and (iii) any unreimbursed expenses payable pursuant to Section 5.7 of the Agreement that were incurred before the Date of Termination. 7.2. (a) In the event the Executive's employment is terminated during the Term of this Agreement by the Executive for Good Reason, Reason or by the Company for any reason other than Cause, death of the Executive or disabilityDisability, (i) the Company shall paypay the Executive, in addition to amounts payable under Sections 7.1 and 7.47.3, a lump sum cash severance benefit payment to be made within thirty (30) days after the Date of Termination equal to three times (the "Multiplier") the sum of (x) the higher of the Base Salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or the Base Salary in effect immediately prior to the date of the Notice of Termination, and (y) the highest of the annual bonus that may be earned by the Executive if target performance levels are achieved in the year in which the Date of Termination occurs or the highest annual bonus earned by the Executive in respect of the three (3) years immediately preceding the year in which the Date of Termination occurs, in any case, pursuant to any annual incentive (bonus) plan maintained by the Company, (ii) the restricted Common Stock awarded to the Executive which will be pursuant to Section 5.1 shall vest and shall become free of restrictions upon the greater Date of (a) the amount of Executive's Base Salary plus annual target bonuses that the Executive would have earned over the remainder of the Term of the Employment Agreement, or (b) One Million One Hundred Thousand ($1,100,000.00) Dollars, Termination and (iiiii) the Company shall continue the benefits provided for in Section 5.3 of this Agreement for thirty-six (36) additional months after the Date of Termination. For The payments provided for in this Section 7.2(a) shall be in lieu of any severance compensation to which the purposes Executive would otherwise be entitled under any severance plan or policy applicable to the Executive. (b) In the event that the Company gives notice to the Executive in accordance with Section 3 of the Agreement that this Agreement shall not be extended and will terminate at the end of the then current Term, then (i) the Company shall, within thirty (30) days after the end of the Term, pay the Executive a lump sum cash payment in an amount determined in accordance with Section 7.2(a) (i) except that the Multiplier shall be one and one-half (1-1/2) instead of three (3), (ii) the restricted Common Stock awarded to the Executive pursuant to Section 5.1 shall vest and shall become free of restrictions at the end of the Term, and (iii) the Company shall continue the benefits provided for in Section 5.3 of this Agreement for eighteen (18) additional months after the end of the Term. The payments provided for in this Section 7.2(b) shall be in lieu of any severance compensation to which the Executive would otherwise be entitled under any severance plan or policy applicable to the Executive. 7.3 If the Executive's employment is terminated for any reason during the Term of this Agreement, the phrase "Good Reason" Company shall have pay the same definition Executive's normal post-termination compensation and benefits (other than severance compensation and benefits) to the Executive as such payments become due. Such normal post-termination compensation and benefits (other than severance compensation and benefits) shall be determined under, and paid in accordance with the Company's retirement, insurance and other compensation or benefit plans, programs and arrangements (other than this Agreement), as applicable. (a) Anything in this Agreement to the contrary notwithstanding, in the individual Change event it shall be determined that any payment, benefit, or distribution by the Company or its affiliates to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment ("Gross-Up Payment") in Control Agreement previously entered into an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 7.4(c) hereof, all determinations required to be made under this Section 7.4, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by the Company's principal outside accounting firm (the "Accounting Firm") which shall provide detailed supporting calculations both to the Board and the Executive within fifteen (15) business days after the Date of Termination and/or such earlier date(s) as may be requested by the Company or the Executive (each such date and the Date of Termination shall be referred to as a "Determination Date" for purposes of this Section 7.4(b) and Section 7.5 hereof). All fees and expenses of the Accounting Firm shall be borne solely by the Company. The initial Gross-Up Payment, if any, as determined pursuant to this Section 7.4(b), shall be paid by the Company to the Executive within thirty (30) days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Further providedAny determination by the Accounting Firm under this Section 7.4(b) shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that in Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment") consistent with the calculations required to be made hereunder. In the event that Executive's employment the Company exhausts its remedies pursuant to Section 7.4(c) and the Executive thereafter is terminated under conditions required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that provide severance benefits under has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive's individual Change . (c) The Executive shall notify the Company in Control Agreementwriting of any claim by the Internal Revenue Service that, then if successful, would require the terms payment by the Company of an Underpayment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and shall apprise the Company of the individual's Change nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in Control Agreement writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; (iii) cooperate with the Company in good faith in order to effectively contest such claim; and (iv) permit the Company to participate in any proceeding relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7.4(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to no severance benefits settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to this AgreementSection 7.4(c) hereof, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's compliance with the requirements of Section 7.4(c) hereof) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 7.4(c) hereof, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid. 7.5 The payments provided for in Section 7.4 hereof (other than Section 7.4(c) and (d)) shall be made not later than the thirtieth (30th) day following each Determination Date; provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined by the Executive, of the minimum amount of such payments to which the Executive is clearly entitled and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the forty-fifth (45th) day after each Determination Date. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth (5th) business day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).

Termination Compensation and Benefits. 7.1. 7.1 If the Executive' 's employment is terminated for any reason during the Term of this Agreement, the Company shall pay to the Executive (or in accordance with Section 11.2 in the event of the Executive's death), (i) the Executive's Base Salary through the Date of Termination at the rate in effect immediately prior to the time the Notice of Termination is given, (ii) all compensation and benefits (other than severance compensation and benefits) payable to the Executive through the Date of Termination or thereafter under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period, including any short-term or long-term incentive compensation to which the Executive is entitled, by virtue of previous awards, in accordance with the terms of the long-term incentive plans in which Executive participates, and (iii) any unreimbursed expenses payable pursuant to Section 5.7 5.6 of the Agreement that were incurred before the Date of Termination. 7.2. 7.2 In the event the Executive's employment is terminated during the Term of this Agreement by the Executive for Good Reason, Reason or by the Company for any reason other than Cause, death of the Executive or disabilityDisability, the Company shall (i) pay the Company shall payExecutive, in addition to amounts payable under Sections Section 7.1 and 7.47.3, a lump sum cash severance benefit payment to be made within thirty (30) days after the Date of Termination equal to three times the sum of (x) the higher of the Base Salary in effect immediately prior to the Executive occurrence of the event or circumstance upon which will be the greater Notice of Termination is based or the Base Salary in effect immediately prior to the date of the Notice of Termination, and (ay) the amount highest of Executive's Base Salary plus the annual target bonuses bonus that may be earned by the Executive would have if target performance levels are achieved in the year in which the Date of Termination occurs or the highest annual bonus earned over by the remainder Executive in respect of the Term three (3) years immediately preceding the year in which the Date of Termination occurs, in any case, pursuant to any annual incentive (bonus) plan maintained by the Employment Agreement, or (b) One Million One Hundred Thousand ($1,100,000.00) DollarsCompany, and (ii) the Company shall continue the benefits provided for in Section 5.3 5.2 of this Agreement for thirty-six (36) additional months after months. 7.3 If the Date of Termination. For Executive's employment is terminated for any reason during the purposes Term of this Agreement, the phrase "Good Reason" Company shall have pay the same definition Executive's normal post- termination compensation and benefits (other than severance compensation and benefits) to the Executive as such payments become due. Such normal post- termination compensation and benefits (other than severance compensation and benefits) shall be determined under, and paid in accordance with the Company's retirement, insurance and other compensation or benefit plans, programs and arrangements (other than this Agreement), as applicable. (a) Anything in this Agreement to the contrary notwithstanding, in the individual Change event it shall be determined that any payment, benefit, or distribution by the Company or its affiliates to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment ("Gross-Up Payment") in Control Agreement previously entered into an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 7.4(c) hereof, all determinations required to be made under this Section 7.4, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by the Company's principal outside accounting firm (the "Accounting Firm") which shall provide detailed supporting calculations both to the Board and the Executive within fifteen (15) business days after the Date of Termination and/or such earlier date(s) as may be requested by the Company or the Executive (each such date and the Date of Termination shall be referred to as a "Determination Date" for purposes of this Section 7.4(b) and Section 7.5 hereof). All fees and expenses of the Accounting Firm shall be borne solely by the Company. The initial Gross-Up Payment, if any, as determined pursuant to this Section 7.4(b), shall be paid by the Company to the Executive within thirty (30) days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Further providedAny determination by the Accounting Firm under this Section 7.4(b) shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that in Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment") consistent with the calculations required to be made hereunder. In the event that Executive's employment the Company exhausts its remedies pursuant to Section 7.4(c) and the Executive thereafter is terminated under conditions required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that provide severance benefits under has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive's individual Change . (c) The Executive shall notify the Company in Control Agreementwriting of any claim by the Internal Revenue Service that, then if successful, would require the terms payment by the Company of an Underpayment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and shall apprise the Company of the individual's Change nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in Control Agreement writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; (iii) cooperate with the Company in good faith in order to effectively contest such claim; and (iv) permit the Company to participate in any proceeding relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7.4(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to no severance benefits settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to this AgreementSection 7.4(c) hereof, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's compliance with the requirements of Section 7.4(c) hereof) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 7.4(c) hereof, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid. 7.5 The payments provided for in Section 7.4 hereof (other than Section 7.4(c) and (d)) shall be made not later than the thirtieth (30th) day following each Determination Date; provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined by the Executive, of the minimum amount of such payments to which the Executive is clearly entitled and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the forty-fifth (45th) day after each Determination Date. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth

Termination Compensation and Benefits. 7.1. (a) If the Executive' 's employment or consulting engagement is terminated by the Company other than for any reason Cause during the Term of this AgreementAgreement or in the event the Executive's employment or consulting engagement is terminated during the Term of this Agreement by the Executive for Good Reason, the Company shall pay to the Executive (or in accordance with Section 11.2 in the event of the Executive's death), (i) the Executive's Base Salary through the Date of Termination at the rate in effect immediately prior to the time the Notice of Termination is given, (ii) all compensation and benefits (other than severance compensation and benefits) remaining amounts payable to the Executive under this Agreement through February 1, 2003, in a lump sum payable within thirty (30) days after the Date of Termination or thereafter under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period, including any short-term or long-term incentive compensation to which the Executive is entitled, by virtue of previous awards, in accordance with the terms of the incentive plans in which Executive participatesTermination, and (iiiii) any unreimbursed expenses payable pursuant to Section 5.7 5.5 of the Agreement that were incurred before the Date of Termination. 7.2. (b) In the event the Executive's employment or consulting engagement is terminated during the Term of this Agreement by the Company for Cause or by the Executive other than for Good Reason, the Company shall pay the Executive any amounts due pursuant to this Agreement as of the Date of Termination and all other amounts payable to the Executive under this Agreement shall be forfeited. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, benefit, or distribution by the Company or its affiliates to or for any reason other than Cause, death the benefit of the Executive Executive, whether paid or disability, (i) the Company shall pay, in addition to amounts payable under Sections 7.1 and 7.4, a cash severance benefit or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive which will shall be entitled to receive an additional payment ("Gross-Up Payment") in an amount such that after payment by the greater Executive of all taxes (aincluding any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 7.2(c) hereof, all determinations required to be made under this Section 7.2, including whether a Gross-Up Payment is required and the amount of Executivesuch Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by the Company's Base Salary plus annual target bonuses that principal outside accounting firm (the "Accounting Firm") which shall provide detailed supporting calculations both to the Board and the Executive would have earned over the remainder of the Term of the Employment Agreement, or within fifteen (b15) One Million One Hundred Thousand ($1,100,000.00) Dollars, and (ii) the Company shall continue the benefits provided for in Section 5.3 of this Agreement for thirty-six (36) additional months business days after the Date of Termination. For Termination and/or such earlier date(s) as may be requested by the Company or the Executive (each such date and the Date of Termination shall be referred to as a "Determination Date" for purposes of this AgreementSection 7.2(b) and Section 7.3 hereof). All fees and expenses of the Accounting Firm shall be borne solely by the Company. The initial Gross-Up Payment, if any, as determined pursuant to this Section 7.2(b), shall be paid by the phrase "Good Reason" shall have Company to the same definition as in Executive within thirty (30) days of the individual Change in Control Agreement previously entered into receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Further providedAny determination by the Accounting Firm under this Section 7.2(b) shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that in Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment") consistent with the calculations required to be made hereunder. In the event that Executive's employment the Company exhausts its remedies pursuant to Section 7.2(c) and the Executive thereafter is terminated under conditions required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that provide severance benefits under has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive's individual Change . (c) The Executive shall notify the Company in Control Agreementwriting of any claim by the Internal Revenue Service that, then if successful, would require the terms payment by the Company of an Underpayment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and shall apprise the Company of the individual's Change nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in Control Agreement writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; (iii) cooperate with the Company in good faith in order to effectively contest such claim; and (iv) permit the Company to participate in any proceeding relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7.2(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to no severance benefits settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to this AgreementSection 7.2(c) hereof, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's compliance with the requirements of Section 7.2(c) hereof) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 7.2(c) hereof, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid. 7.3 The payments provided for in Section 7.2 hereof (other than Section 7.2(c) and (d)) shall be made not later than the thirtieth (30th) day following each Determination Date; provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined by the Executive, of the minimum amount of such payments to which the Executive is clearly entitled and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the forty-fifth (45th) day after each Determination Date. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth (5th) business day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).

Termination Compensation and Benefits. 7.1. If the Executive' 's employment is shall be terminated for any reason during the Term of this Agreement, the Company shall pay the Executive's Base Salary (to the Executive (or in accordance with Section 11.2 in if the event of Executive's employment is terminated by the Executive's death), (i) the Executive's Base Salary through the Date of Termination at the rate in effect immediately prior to at the time the Notice of Termination is given, (ii) together with all compensation and benefits (other than severance compensation and benefits) payable to the Executive through the Date of Termination or thereafter under the terms of any compensation or benefit plan, program or arrangement maintained by Energy East or the Company during such period, including any short-term or long-term incentive compensation to which the Executive is entitled, by virtue of previous awards, in accordance with the terms of the incentive plans in which Executive participates, and (iii) any unreimbursed expenses payable pursuant to Section 5.7 of the Agreement that were incurred before the Date of Termination. 7.2. In the event the Executive's employment is terminated during prior to the expiration of the Term of this the Agreement by the Executive for Good Reason, Reason or by Energy East or the Company for any reason reasons other than Cause, Cause (other than the death or Disability of the Executive), the Executive or disability, shall receive (i) continuation of the Company shall payExecutive's Base Salary for three (3) years following the Date of Termination, in addition (ii) a lump sum amount equal to amounts payable under Sections 7.1 and 7.4, a cash severance benefit to the Executive which will be three (3) times the greater of (aA) the amount of Executive's Base Salary plus annual award under the Annual Executive Incentive Compensation Plan for the fiscal year immediately preceding the Date of Termination and (B) the target bonuses that bonus for the Executive would have earned over under the remainder Annual Executive Incentive Compensation Plan for the year in which the Date of Termination occurs, (iii) certain benefits as provided in the final sentence of this Section 7.2, (iv) to the extent that any Energy East, Company or RGS supplemental executive retirement plan benefit formula(s) in which the Executive participates as of the Term Date of Termination take into account service, age or annual compensation, the Executive shall be granted credit under such formula(s), as of the Employment Date of Termination, for (x) 36 months of additional age and benefit accrual service and (y) deemed compensation during such 36 months of additional service of compensation equal to that required by Sections 5.1 and 5.3; provided that in no event shall the Executive be provided with additional credit hereunder such that his age for purposes of such plan formula will be in excess of age 60 and his years of service will be in excess of 40, (v) accelerated vesting of the Initial Option Grant, (vi) payment of a fee to an independent outplacement firm selected by the Executive for outplacement services in an amount equal to the actual fee for such service up to a total of $10,000 and (vii) a lump sum payment equal to any unreimbursed expenses payable pursuant to Section 5.4 of this Agreement. Notwithstanding any other provision in this Agreement, or (b) One Million One Hundred Thousand ($1,100,000.00) Dollars, and (ii) the Company shall continue the benefits provided for under this Section 7.2 shall not be provided to the Executive to the extent such benefits would be duplicative of benefits provided elsewhere in Section 5.3 of this Agreement for thirty-six Agreement. All lump sum amounts referred to above shall be paid to the Executive no later than fifteen (3615) additional months after days following the Date of Termination. For The benefits referred to in clause (iii) of the purposes first sentence of this Agreement, the phrase "Good Reason" Section 7.2 shall have the same definition as in the individual Change in Control Agreement previously entered into consist of: (A) continued participation by the Executive. Further , for a period of three years following the Date of Termination, in the health, life insurance, and accidental death and dismemberment plans made available by the Company from time to time to their executives and key management on the same basis as if he had remained employed by the Company; provided, that to the extent such participation is not permitted by the terms of such plans, the Company shall arrange for alternative coverage that is substantially equivalent or, with respect to the health plans only, pay to the Executive an amount equal, on a net after-tax basis, to the premiums charged under such plans for such coverage to persons electing to receive it pursuant to the continuation coverage requirements of Section 4680B of the Code. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that Executive's employment is terminated under conditions that provide severance benefits under any Payment would be subject to the Executive's individual Change in Control AgreementExcise Tax, then the terms Executive shall be entitled to receive an additional payment (the "Gross-Up Payment") in an amount such that, after payment by the Executive of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the individualGross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 7.3(c), all determinations required to be made under this Section 7.3, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Energy East's Change principal outside accounting firm, or such other nationally recognized certified public accounting firm as may be designated by Energy East (the "Accounting Firm"). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within 30 business days of the receipt of Payment or such earlier time as is requested by the Company or Energy East. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7.3, shall be paid by the Company to the Executive within 15 days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in Control Agreement the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (the "Underpayment"), consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Section 7.3(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 business days after the Executive is informed in writing of such claim. The Executive shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that the Company desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7.3(c), the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that, if the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such advance or with respect to any imputed income in connection with such advance; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which the Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to no severance benefits settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of a Gross-Up Payment or an amount advanced by the Company pursuant to Section 7.3(c), the Executive becomes entitled to receive any refund with respect to the Excise Tax to which such Gross-Up Payment relates or with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 7.3(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 7.3(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Notwithstanding any other provision of this AgreementSection 7.3, the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Executive, all or any portion of any Gross-Up Payment, and the Executive hereby consents to such withholding. 7.4. Energy East also shall pay to the Executive all reasonable legal fees and expenses incurred by the Executive in any dispute concerning the interpretation or enforcement of this Agreement (including all such fees and expenses, if any, incurred in disputing any termination or in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder or otherwise); provided, however, Energy East shall not be required to pay legal fees and expenses incurred separately by the Executive in connection with a contest controlled by Parent pursuant to Section 7.3(c) hereof in connection with which Energy East complied with its obligations under such Section 7.3(c). Such payments shall be made within fifteen (15) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as Energy East reasonably may require.