Common use of Termination for Good Reason or Not for Cause Clause in Contracts

Termination for Good Reason or Not for Cause. If the Termination of Employment (i) is the result of a dismissal by the Company (but is not the result of Officer's Disability) and does not constitute a Termination for Cause or (ii) is the result of a voluntary action by Officer (but is not the result of Officer's Normal Retirement) and constitutes a Termination for Good Reason, the Company shall pay the following amounts, and provide the following benefits to Officer: (A) The Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Department) pro-rated through and including the date of such Termination of Employment, to the extent not already paid, which amount shall be paid in cash on the date of such Termination of Employment; (B) Any amount arising from Officer's participation in, or benefits under, any Benefit Plan through and including the date of such Termination of Employment, which amounts shall be payable in accordance with the terms and conditions of such Benefit Plan; (C) An amount equal to one full year's Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Department), which amount shall be paid in cash on the date of such Termination of Employment; (D) For a period of one year following the date of such Termination of Employment, a continuation of all health insurance coverage applicable at the time of such Termination of Employment to Officer and his immediate family under any Benefit Plan; and (E) With respect to a Termination of Employment described in subsection (d)(2)(i) of this Section, if the date of Termination of Employment is less than thirty (30) days after the date of notice thereof, an amount equal to one-twelfth (1/12) of the Officer's Base Salary, which amount shall be paid in cash on the date of such Termination of Employment.

Termination for Good Reason or Not for Cause. If the Termination of Employment (i) is the result of a dismissal by the Company (but is not the result of Officer's Disability) and does not constitute a Termination for Cause Cause, or (ii) is the result of a voluntary action by Officer (but is not the result of Officer's Normal Retirement) and constitutes a Termination for Good Reason, the Company shall pay the following amounts, and provide the following benefits benefits, to Officer: (A) The Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Department) pro-rated through and including the date of such Termination of Employment, to the extent not already paid, which amount shall be paid in cash on the date of such Termination of Employment; (B) Any amount arising from Officer's participation in, or benefits under, any Benefit Plan through and including the date of such Termination of Employment, which amounts shall be payable A lump sum in accordance with the terms and conditions of such Benefit Plan; (C) An amount cash equal to one full year2.99 times the sum of (i) Officer's Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Department), plus (ii) the greater of the then current year's targeted bonus or actual bonus award (if applicable) for Officer, which amount shall be paid in cash on the date of such Termination of Employment; (C) Any amount arising from Officer's participation in, or benefits under, any employee Benefit Plan or other arrangement made available now or in the future by the Company to its employees, through and including the date of such Termination of Employment, which amounts shall be payable in accordance with the terms and conditions of such Benefit Plan; (D) For a period of one year following the date of such Termination of Employment, a continuation of all health insurance coverage applicable at the time of such Termination of Employment to Officer and his his/her immediate family under any Benefit Plan; and (E) With respect to a Termination of Employment described in subsection (d)(2)(ie)(1)(i) of this Section, if the date of Termination of Employment is less than thirty (30) days after the date of notice thereof, an amount equal to one-twelfth (1/12) of the Officer's Base Salary, which amount shall be paid in cash on the date of such Termination of Employment.

Termination for Good Reason or Not for Cause. If the Termination of Employment (i) is the result of a dismissal or other action by the Company (but is not the result of Officer's Disability) and does not constitute a Termination for Cause or (ii) is the result of a voluntary action by Officer (but is not the result of Officer's Normal Retirement) and constitutes a Termination for Good Reason, the Company shall pay the following amounts, and provide the following benefits to Officer: (A) The Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Departmentidentified on Schedule A) pro-rated through and including the date of such Termination of Employment, to the extent not already paid, which amount shall be paid in cash on the date of such Termination of Employment; (B) Any amount arising from Officer's participation in, or benefits under, any Benefit Plan through and including the date of such Termination of Employment, which amounts shall be payable in accordance with the terms and conditions of such Benefit Plan; (C) An amount equal to one full year's Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Departmentidentified on Schedule A), which amount shall be paid in cash on the date of such Termination of Employment; (D) For a period of one year following the date of such Termination of Employment, a continuation of all health insurance coverage applicable at the time of such Termination of Employment to Officer and his immediate family under any Benefit Plan; and (E) With respect to a Termination of Employment described in subsection (d)(2)(i) of this Section, if the date of Termination of Employment is less than thirty (30) days after the date of notice thereofSection 5(d)(2)(i), an amount equal to one-twelfth (1/12) of the Officer's Base Salary, which amount shall be paid in cash on the date of such Termination of Employment.

Termination for Good Reason or Not for Cause. If the Termination of Employment (i) is the result of a dismissal or other action by the Company (but is not the result of Officer's Disability) and does not constitute a Termination for Cause Cause, or (ii) is the result of a voluntary action by Officer (but is not the result of Officer's Normal Retirement) and constitutes a Termination for Good Reason, the Company shall pay the following amounts, and provide the following benefits benefits, to Officer: (A) The Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Departmentidentified on Schedule A) pro-rated through and including the date of such Termination of Employment, to the extent not already paid, which amount shall be paid in cash on the date of such Termination of Employment; (B) A lump sum in cash equal to 2.99 times the sum of (i) Officer's Base Salary (at the rate in effect on the date of such Termination of Employment, as identified on Schedule A), plus (ii) the greater of the then current year's targeted bonus or actual bonus award (if applicable) for Officer, which amount shall be paid in cash on the date of such Termination of Employment; (C) Any amount arising from Officer's participation in, or benefits under, any Benefit Plan through and including the date of such Termination of Employment, which amounts shall be payable in accordance with the terms and conditions of such Benefit Plan; (C) An amount equal to one full year's Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Department), which amount shall be paid in cash on the date of such Termination of Employment; (D) For a period of one year following the date of such Termination of Employment, a continuation of all health insurance coverage applicable at the time of such Termination of Employment to Officer and his immediate family under any Benefit Plan; and (E) With respect to a Termination of Employment described in subsection (d)(2)(i) of this Section, if the date of Termination of Employment is less than thirty (30) days after the date of notice thereofSection 5(e)(1)(i), an amount equal to one-twelfth (1/12) of the Officer's Base Salary, which amount shall be paid in cash on the date of such Termination of Employment.

Termination for Good Reason or Not for Cause. If the Termination of Employment (i) is the result of a dismissal by the Company (but is not the result of Officer's Disability) and does not constitute a Termination for Cause or (ii) is the result of a voluntary /s/ TCH -------- initials -3- action by Officer (but is not the result of Officer's Normal Retirement) and constitutes a Termination for Good Reason, the Company shall pay the following amounts, and provide the following benefits to Officer: (A) The Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Departmentidentified on Schedule A) pro-rated through and including the date of such Termination of Employment, to the extent not already paid, which amount shall be paid in cash on the date of such Termination of Employment; (B) Any amount arising from Officer's participation in, or benefits under, any Benefit Plan through and including the date of such Termination of Employment, which amounts shall be payable in accordance with the terms and conditions of such Benefit Plan; (C) An A lump sum amount equal to one full year's Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Departmentidentified on Schedule A), which amount shall be paid in cash on the date of such Termination of Employment; (D) For a period of one year following the date of such Termination of Employment, a continuation of all health insurance coverage applicable at the time of such Termination of Employment to Officer and his Officer's immediate family under any Benefit Plan; and (E) With respect to a Termination of Employment described in subsection (d)(2)(i) of this Section, if the date of Termination of Employment is less than thirty (30) days after the date of notice thereof, an amount equal to one-twelfth (1/12) of the Officer's Base Salary, which amount shall be paid in cash on the date of such Termination of Employment.

Termination for Good Reason or Not for Cause. If the Termination of Employment (i) is the result of a dismissal or other action by the Company (but is not the result of Officer's Disability) and does not constitute a Termination for Cause or (ii) is the result of a voluntary action by Officer (but is not the result of Officer's Normal Retirement) and constitutes a Termination for Good Reason, the Company shall pay the following amounts, and provide the following benefits to Officer: (A) The Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Departmentidentified on Schedule A) pro-rated through and including the date of such Termination of Employment, to the extent not already paid, which amount shall be paid in cash on the date of such Termination of Employment; (B) Any amount arising from Officer's participation in, or benefits under, any Benefit Plan through and including the date of such Termination of Employment, which amounts shall be payable in accordance with the terms and conditions of such Benefit Plan; (C) An amount equal to one full year's Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Departmentidentified on Schedule A), which amount shall be paid in cash on the date of such Termination of Employment; ; (D) For a period of one year following the date of such Termination of Employment, a continuation of all health insurance coverage applicable at the time of such Termination of Employment to Officer and his immediate family under any Benefit Plan; and (E) With respect to a Termination of Employment described in subsection (d)(2)(i) of this Section, if the date of Termination of Employment is less than thirty (30) days after the date of notice thereof, an amount equal to one-twelfth (1/12) of the Officer's Base Salary, which amount shall be paid in cash on the date of such Termination of Employment.

Termination for Good Reason or Not for Cause. If the Termination of Employment (i) is the result of a dismissal by the Company (but is not the result of Officer's Disability) and does not constitute a Termination for Cause Cause, or (ii) is the result of a /s/cjc -------- initials -4- voluntary action by Officer (but is not the result of Officer's Normal Retirement) and constitutes a Termination for Good Reason, the Company shall pay the following amounts, and provide the following benefits benefits, to Officer: (A) The Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Departmentidentified on Schedule A) pro-rated through and including the date of such Termination of Employment, to the extent not already paid, which amount shall be paid in cash on the date of such Termination of Employment; (B) A lump sum in cash equal to 2.99 times the sum of (i) Officer's Base Salary (at the rate in effect on the date of such Termination of Employment, as identified on Schedule A), plus (ii) the greater of the then current year's targeted bonus or actual bonus award (if applicable) for Officer, which amount shall be paid in cash on the date of such Termination of Employment; (C) Any amount arising from Officer's participation in, or benefits under, any employee Benefit Plan or other arrangement made available now or in the future by the Company to its employees, through and including the date of such Termination of Employment, which amounts shall be payable in accordance with the terms and conditions of such Benefit Plan; (C) An amount equal to one full year's Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Department), which amount shall be paid in cash on the date of such Termination of Employment; (D) For a period of one year following the date of such Termination of Employment, a continuation of all health insurance coverage applicable at the time of such Termination of Employment to Officer and his his/her immediate family under any Benefit Plan; and (E) With respect to a Termination of Employment described in subsection (d)(2)(ie)(1)(i) of this Section, if the date of Termination of Employment is less than thirty (30) days after the date of notice thereof, an amount equal to one-twelfth (1/12) of the Officer's Base Salary, which amount shall be paid in cash on the date of such Termination of Employment.

Termination for Good Reason or Not for Cause. If the Termination of Employment (i) is the result of a dismissal by the Company (but is not the result of Officer's Disability) and does not constitute a Termination for Cause or (ii) is the result of a voluntary action by -3- -------- initials Officer (but is not the result of Officer's Normal Retirement) and constitutes a Termination for Good Reason, the Company shall pay the following amounts, and provide the following benefits to Officer: (A) The Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Department) pro-rated through and including the date of such Termination of Employment, to the extent not already paid, which amount shall be paid in cash on the date of such Termination of Employment; (B) Any amount arising from Officer's participation in, or benefits under, any Benefit Plan through and including the date of such Termination of Employment, which amounts shall be payable in accordance with the terms and conditions of such Benefit Plan; (C) An A lump sum amount equal to one full year's Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Department), which amount shall be paid in cash on the date of such Termination of Employment; (D) For a period of one year following the date of such Termination of Employment, a continuation of all health insurance coverage applicable at the time of such Termination of Employment to Officer and his Officer's immediate family under any Benefit Plan; and (E) With respect to a Termination of Employment described in subsection (d)(2)(i) of this Section, if the date of Termination of Employment is less than thirty (30) days after the date of notice thereof, an amount equal to one-twelfth (1/12) of the Officer's Base Salary, which amount shall be paid in cash on the date of such Termination of Employment.

Termination for Good Reason or Not for Cause. If the Termination of Employment (i) is the result of a dismissal by the Company (but is not the result of Officer's Disability) and does not constitute a Termination for Cause or (ii) is the result of a voluntary action by Officer (but is not the result of Officer's Normal /s/cjc -------- initials -3- Retirement) and constitutes a Termination for Good Reason, the Company shall pay the following amounts, and provide the following benefits to Officer: (A) The Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Departmentidentified on Schedule A) pro-rated through and including the date of such Termination of Employment, to the extent not already paid, which amount shall be paid in cash on the date of such Termination of Employment; (B) Any amount arising from Officer's participation in, or benefits under, any Benefit Plan through and including the date of such Termination of Employment, which amounts shall be payable in accordance with the terms and conditions of such Benefit Plan; (C) An A lump sum amount equal to one full year's Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Departmentidentified on Schedule A), which amount shall be paid in cash on the date of such Termination of Employment; (D) For a period of one year following the date of such Termination of Employment, a continuation of all health insurance coverage applicable at the time of such Termination of Employment to Officer and his Officer's immediate family under any Benefit Plan; and (E) With respect to a Termination of Employment described in subsection (d)(2)(i) of this Section, if the date of Termination of Employment is less than thirty (30) days after the date of notice thereof, an amount equal to one-twelfth (1/12) of the Officer's Base Salary, which amount shall be paid in cash on the date of such Termination of Employment.

Termination for Good Reason or Not for Cause. If the Termination of Employment (i) is the result of (i) a dismissal or other action by the Company (but is not the result of Officer's ’s Disability) and does not constitute a Termination for Cause or (ii) is the result of a voluntary action by Officer (but is not the result of Officer's Normal Retirement) and constitutes a Termination for Good Reason, then the Company shall pay the following amounts, and provide the following benefits amounts to Officer: (A) The Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Department) pro-rated His accrued and unpaid base salary through and including the date of such Termination of Employment, to the extent not already paid, which amount shall be paid in cash on the date of such Termination of Employment;; and (B) Any amount arising from Officer's participation in, or benefits under, any Benefit Plan through and including the date of such Termination of Employment, which amounts shall be payable in accordance with the terms and conditions of such Benefit Plan; (C) An amount equal to one full year's Base Salary (at x) $900,000 minus the rate in effect sum of all base salary (measured before any deductions and withholdings) paid to Officer by the Company on and after the date of such this Agreement through and including the Date of Termination (including amounts payable under Section 1(d)(2)(A) of Employment, as reflected in the records of the Human Resources Departmentthis Agreement), which amount shall be paid in cash on as set forth in the date Release (as defined in subsection (d)(3) of this Section) and (y) the bonus received by or due to Officer with respect to the calendar year immediately preceding the calendar year in which Officer’s employment is terminated or, if no bonus for such Termination calendar year was paid or is due to Officer for such year, the bonus that would otherwise become due and payable to Officer with respect to the calendar year in which Officer’s employment is terminated, calculated as if 100% of Employment; (D) For a period of one the target bonus as established for such calendar year would otherwise have become payable. In addition, if Officer timely elects COBRA coverage following the date of such his Termination of Employment, the Company will pay a portion of the continuation coverage premium equal to the employer premium paid for active employees for similar coverage for a period of all health insurance coverage applicable at the time of such Termination of Employment to Officer and his immediate family under any Benefit Plan; and (E) With respect to a Termination of Employment described in subsection (d)(2)(i) of this Section, if following the date of Termination of Employment is equal to eighteen (18) months less than thirty the time, if any, by which his employment by the Company exceeded eighteen (3018) days after months at the date of notice thereof, an amount equal to one-twelfth (1/12) of the Officer's Base Salary, which amount shall be paid in cash on the date of such Termination of Employment, but not longer than Officer’s COBRA continuation coverage.

Termination for Good Reason or Not for Cause. If the Termination of Employment (i) is the result of a dismissal by the Company (but is not the result of Officer's Disability) and does not constitute a Termination for Cause or (ii) is the result of a voluntary action by /s/ ARA -------- initials -3- Officer (but is not the result of Officer's Normal Retirement) and constitutes a Termination for Good Reason, the Company shall pay the following amounts, and provide the following benefits to Officer: (A) The Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Department) pro-rated through and including the date of such Termination of Employment, to the extent not already paid, which amount shall be paid in cash on the date of such Termination of Employment; (B) Any amount arising from Officer's participation in, or benefits under, any Benefit Plan through and including the date of such Termination of Employment, which amounts shall be payable in accordance with the terms and conditions of such Benefit Plan; (C) An A lump sum amount equal to one full year's Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Department), which amount shall be paid in cash on the date of such Termination of Employment; (D) For a period of one year following the date of such Termination of Employment, a continuation of all health insurance coverage applicable at the time of such Termination of Employment to Officer and his Officer's immediate family under any Benefit Plan; and (E) With respect to a Termination of Employment described in subsection (d)(2)(i) of this Section, if the date of Termination of Employment is less than thirty (30) days after the date of notice thereof, an amount equal to one-twelfth (1/12) of the Officer's Base Salary, which amount shall be paid in cash on the date of such Termination of Employment.

Termination for Good Reason or Not for Cause. If the Termination of Employment (i) is the result of a dismissal by the Company (but is not the result of Officer's Disability) and does not constitute a Termination for Cause Cause, or (ii) is the result of a voluntary action by Officer (but is not the result of Officer's Normal Retirement) and constitutes a Termination for Good Reason, the Company shall pay the following amounts, and provide the following benefits benefits, to Officer: (A) The Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Department) pro-rated through and including the date of such Termination of Employment, to the extent not already paid, which amount shall be paid in cash on the date of such Termination of Employment;; /s/khs -------- initials -4- (B) Any amount arising from Officer's participation in, or benefits under, any Benefit Plan through and including the date of such Termination of Employment, which amounts shall be payable A lump sum in accordance with the terms and conditions of such Benefit Plan; (C) An amount cash equal to one full year2.00 times Officer's Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Department), which amount shall be paid in cash on the date of such Termination of Employment; (C) Any amount arising from Officer's participation in, or benefits under, any Benefit Plan through and including the date of such Termination of Employment, which amounts shall be payable in accordance with the terms and conditions of such Benefit Plan; (D) For a period of one year following the date of such Termination of Employment, a continuation of all health insurance coverage applicable at the time of such Termination of Employment to Officer and his immediate family under any Benefit Plan; and (E) With respect to a Termination of Employment described in subsection (d)(2)(ie)(1)(i) of this Section, if the date of Termination of Employment is less than thirty (30) days after the date of notice thereof, an amount equal to one-twelfth (1/12) of the Officer's Base Salary, which amount shall be paid in cash on the date of such Termination of Employment.

Termination for Good Reason or Not for Cause. If the Termination of Employment (i) is the result of a dismissal by the Company (but is not the result of Officer's Disability) and does not constitute a Termination for Cause Cause, or (ii) is the result of a /s/ TAD -------- initials -4- voluntary action by Officer (but is not the result of Officer's Normal Retirement) and constitutes a Termination for Good Reason, the Company shall pay the following amounts, and provide the following benefits benefits, to Officer: (A) The Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Department) pro-rated through and including the date of such Termination of Employment, to the extent not already paid, which amount shall be paid in cash on the date of such Termination of Employment; (B) Any amount arising from Officer's participation in, or benefits under, any Benefit Plan through and including the date of such Termination of Employment, which amounts shall be payable A lump sum in accordance with the terms and conditions of such Benefit Plan; (C) An amount cash equal to one full year2.00 times Officer's Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Department), which amount shall be paid in cash on the date of such Termination of Employment; (C) Any amount arising from Officer's participation in, or benefits under, any Benefit Plan through and including the date of such Termination of Employment, which amounts shall be payable in accordance with the terms and conditions of such Benefit Plan; (D) For a period of one year following the date of such Termination of Employment, a continuation of all health insurance coverage applicable at the time of such Termination of Employment to Officer and his immediate family under any Benefit Plan; and (E) With respect to a Termination of Employment described in subsection (d)(2)(ie)(1)(i) of this Section, if the date of Termination of Employment is less than thirty (30) days after the date of notice thereof, an amount equal to one-twelfth (1/12) of the Officer's Base Salary, which amount shall be paid in cash on the date of such Termination of Employment.

Termination for Good Reason or Not for Cause. If the Termination of Employment (i) is the result of a dismissal by the Company (but is not the result of Officer's Disability) and does not constitute a Termination for Cause or (ii) is the result of a voluntary /s/ DK -------- initials 3 action by Officer (but is not the result of Officer's Normal Retirement) and constitutes a Termination for Good Reason, the Company shall pay the following amounts, and provide the following benefits to Officer: (A) The Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Departmentidentified on Schedule A) pro-rated through and including the date of such Termination of Employment, to the extent not already paid, which amount shall be paid in cash on the date of such Termination of Employment; (B) Any amount arising from Officer's participation in, or benefits under, any Benefit Plan through and including the date of such Termination of Employment, which amounts shall be payable in accordance with the terms and conditions of such Benefit Plan; (C) An A lump sum amount equal to one full year's Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Departmentidentified on Schedule A), which amount shall be paid in cash on the date of such Termination of Employment; (D) For a period of one year following the date of such Termination of Employment, a continuation of all health insurance coverage applicable at the time of such Termination of Employment to Officer and his Officer's immediate family under any Benefit Plan; and (E) With respect to a Termination of Employment described in subsection (d)(2)(i) of this Section, if the date of Termination of Employment is less than thirty (30) days after the date of notice thereof, an amount equal to one-twelfth (1/12) of the Officer's Base Salary, which amount shall be paid in cash on the date of such Termination of Employment.

Termination for Good Reason or Not for Cause. If the Termination of Employment (i) is the result of a dismissal by the Company (but is not the result of Officer's Disability) and does not constitute a Termination for Cause Cause, or (ii) is the result of a /s/ DK -------- initials 4 voluntary action by Officer (but is not the result of Officer's Normal Retirement) and constitutes a Termination for Good Reason, the Company shall pay the following amounts, and provide the following benefits benefits, to Officer: (A) The Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Departmentidentified on Schedule A) pro-rated through and including the date of such Termination of Employment, to the extent not already paid, which amount shall be paid in cash on the date of such Termination of Employment; (B) A lump sum in cash equal to 2.99 times the sum of (i) Officer's Base Salary (at the rate in effect on the date of such Termination of Employment, as identified on Schedule A), plus (ii) the greater of the then current year's targeted bonus or actual bonus award (if applicable) for Officer, which amount shall be paid in cash on the date of such Termination of Employment; (C) Any amount arising from Officer's participation in, or benefits under, any employee Benefit Plan or other arrangement made available now or in the future by the Company to its employees, through and including the date of such Termination of Employment, which amounts shall be payable in accordance with the terms and conditions of such Benefit Plan; (C) An amount equal to one full year's Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Department), which amount shall be paid in cash on the date of such Termination of Employment; (D) For a period of one year following the date of such Termination of Employment, a continuation of all health insurance coverage applicable at the time of such Termination of Employment to Officer and his his/her immediate family under any Benefit Plan; and (E) With respect to a Termination of Employment described in subsection (d)(2)(ie)(1)(i) of this Section, if the date of Termination of Employment is less than thirty (30) days after the date of notice thereof, an amount equal to one-twelfth (1/12) of the Officer's Base Salary, which amount shall be paid in cash on the date of such Termination of Employment.

Termination for Good Reason or Not for Cause. If the Termination of Employment (i) is the result of a dismissal by the Company (but is not the result of Officer's Disability) and does not constitute a Termination for Cause Cause, or (ii) is the result of a /s/ TCH -------- initials -4- voluntary action by Officer (but is not the result of Officer's Normal Retirement) and constitutes a Termination for Good Reason, the Company shall pay the following amounts, and provide the following benefits benefits, to Officer: (A) The Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Departmentidentified on Schedule A) pro-rated through and including the date of such Termination of Employment, to the extent not already paid, which amount shall be paid in cash on the date of such Termination of Employment; (B) A lump sum in cash equal to 2.99 times the sum of (i) Officer's Base Salary (at the rate in effect on the date of such Termination of Employment, as identified on Schedule A), plus (ii) the greater of the then current year's targeted bonus or actual bonus award (if applicable) for Officer, which amount shall be paid in cash on the date of such Termination of Employment; (C) Any amount arising from Officer's participation in, or benefits under, any employee Benefit Plan or other arrangement made available now or in the future by the Company to its employees, through and including the date of such Termination of Employment, which amounts shall be payable in accordance with the terms and conditions of such Benefit Plan; (C) An amount equal to one full year's Base Salary (at the rate in effect on the date of such Termination of Employment, as reflected in the records of the Human Resources Department), which amount shall be paid in cash on the date of such Termination of Employment; (D) For a period of one year following the date of such Termination of Employment, a continuation of all health insurance coverage applicable at the time of such Termination of Employment to Officer and his his/her immediate family under any Benefit Plan; and (E) With respect to a Termination of Employment described in subsection (d)(2)(ie)(1)(i) of this Section, if the date of Termination of Employment is less than thirty (30) days after the date of notice thereof, an amount equal to one-twelfth (1/12) of the Officer's Base Salary, which amount shall be paid in cash on the date of such Termination of Employment.