Common use of TERMINATION FOR GOOD REASON OR OTHER THAN FOR CAUSE Clause in Contracts

TERMINATION FOR GOOD REASON OR OTHER THAN FOR CAUSE. In the event Executive's employment is terminated by the Company other than for Cause or by Executive with Good Reason, she shall be entitled to the following benefits: (i) the Company shall pay Executive in equal monthly installments, over the period specified below, beginning 30 days after the Termination Date, the sum of the following amounts the: (A) Severance Bonus and (B) Termination Payment Amount; provided, however, if Executive so elects, such sum shall be payable in a single lump sum payment on the 30th day following the Termination Date. The Termination Payment Amount shall mean the sum of: (A) the Base Salary multiplied by the number of full years remaining in the Term after the Termination Date plus the pro-rata amount of the Base Salary for the remainder of the year during which the Termination Date occurred; (B) the average of the annual incentive bonus awarded to Executive for the three (3) years (or such shorter period as Executive has been in the employ of the Company) preceding the Termination Date (not including the Severance Bonus) multiplied by the number of full years remaining in the Term after the Termination Date; and (C) an amount equal to the long term incentive award granted to Executive with respect to the performance period commencing in the calendar year 2000, as reflected in the Statement of Long Term Incentives maintained by the Company, multiplied by the number of full years remaining in the Term after the Termination Date less the value as of the date of grant of any restricted stock (other than restricted stock issued as a restricted stock match under any incentive plan) that has vested as of the Termination Date, as such value is reflected in the Statement of Long Term Incentives maintained by the Company; (ii) for the full period remaining in the Term after the Termination Date, the Company shall continue to provide medical and dental benefits to Executive and Executive's family at least equal to those which would have been provided to them if Executive's employment had not been terminated, in accordance with the applicable medical and dental benefit plans in effect on the Termination Date and in which Executive participated as of such date or, if more favorable to Executive and her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliates; provided, however, that if Executive becomes reemployed with another employer and is eligible to receive medical and dental benefits from such employer on terms at least as favorable to Executive and her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to Executive and her family; (iii) such enhanced retirement benefits as set forth in Section 7(c)(iii) of the Employment Continuation Agreement; and (iv) such rights as are in effect at the time with respect to stock options, restricted stock, and other benefits, including, but not limited to, any split-dollar life insurance arrangement applicable to Executive, subject to any necessary limitation to such benefits or requirement to discontinue any such benefits as a result of a reasonable interpretation of applicable law.

TERMINATION FOR GOOD REASON OR OTHER THAN FOR CAUSE. In the event Executive's employment is terminated by the Company other than for Cause or by Executive with Good Reason, she he shall be entitled to the following benefits: (i) the Company shall pay Executive in equal monthly installments, over the period specified below, beginning 30 days after the Termination Date, the sum of the following amounts the: (A) Severance Bonus and (B) Termination Payment Amount; provided, however, if Executive so elects, such sum shall be payable in a single lump sum payment on the 30th day following the Termination Date. The Termination Payment Amount shall mean the sum of: (A) the Base Salary multiplied by the number of full years remaining in the Term after the Termination Date plus the pro-rata amount of the Base Salary for the remainder of the year during which the Termination Date occurred; (B) the average of the annual incentive bonus awarded to Executive for the three (3) years (or such shorter period as Executive has been in the employ of the Company) preceding the Termination Date (not including the Severance Bonus) multiplied by the number of full years remaining in the Term after the Termination Date; and (C) an amount equal to the long term incentive award granted to Executive with respect to the performance period commencing in the calendar year 2000, as reflected in the Statement of Long Term Incentives maintained by the Company, multiplied by the number of full years remaining in the Term after the Termination Date less the value as of the date of grant of any restricted stock (other than restricted stock issued as a restricted stock match under any incentive plan) that has vested as of the Termination Date, as such value is reflected in the Statement of Long Term Incentives maintained by the Company; (ii) for the full period remaining in the Term after the Termination Date, the Company shall continue to provide medical and dental benefits to Executive and Executive's family at least equal to those which would have been provided to them if Executive's employment had not been terminated, in accordance with the applicable medical and dental benefit plans in effect on the Termination Date and in which Executive participated as of such date or, if more favorable to Executive and her his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliates; provided, however, that if Executive becomes reemployed with another employer and is eligible to receive medical and dental benefits from such employer on terms at least as favorable to Executive and her his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to Executive and her his family; (iii) such enhanced retirement benefits as set forth in Section 7(c)(iii) of the Employment Continuation Agreement; and (iv) such rights as are in effect at the time with respect to stock options, restricted stock, and other benefits, including, but not limited to, any split-dollar life insurance arrangement applicable to Executive, subject to any necessary limitation to such benefits or requirement to discontinue any such benefits as a result of a reasonable interpretation of applicable law.

TERMINATION FOR GOOD REASON OR OTHER THAN FOR CAUSE. In Death or Disability Prior to a Change of Control or after Twelve Months after a Change of Control. If, during the event Term and prior to a Change of Control or after twelve (12) months after a Change of Control, the Company shall terminate the Executive's employment is terminated by the Company other than for Cause Cause, Death or by Disability or the Executive with shall terminate employment for Good Reason, she shall be entitled to the following benefits: (i) the Company shall pay to the Executive in equal monthly installments, over the period specified below, beginning a lump sum in cash within 30 days after the Date of Termination Datethe aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination, (2) the product of (x) the Annual Bonus paid or payable to the Executive for the immediately preceding year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and (4) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the following amounts the: described in clauses (A1), (2), (3) Severance Bonus and (B4) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the sum of (1) the Executive's Annual Base Salary, calculated from the Date of Termination Payment Amountthrough the remainder of the Term, and (2) the Annual Bonus paid or payable to the Executive for the immediately preceding fiscal year annualized and calculated from the Date of Termination through the remainder of the Term; provided, however, if Executive so elects, that such sum amount shall be payable reduced by the present value (determined as provided in a single lump sum payment on Section 280G(d)(4) of the 30th day following Internal Revenue Code of 1986, as amended (the Termination Date. The Termination Payment Amount shall mean "Code")) of any other amount of severance relating to salary or bonus continuation, if any, to be received by the sum of:Executive upon termination of employment of the Executive under any severance plan, policy or arrangement of the Company; and (Aii) any or all Stock Options awarded to the Base Salary multiplied by the number of full years remaining in the Term after the Termination Date plus the pro-rata amount of the Base Salary Executive under any plan not previously exercisable and vested shall become fully exercisable and vested; and (iii) for the remainder of the year during which Term, provided that the Termination Date occurred; (B) Executive's continued participation is possible under the average general terms and provisions of the annual incentive bonus awarded to Executive for the three (3) years (or such shorter period as Executive has been in the employ of the Company) preceding the Termination Date (not including the Severance Bonus) multiplied by the number of full years remaining in the Term after the Termination Date; and (C) an amount equal to the long term incentive award granted to Executive with respect to the performance period commencing in the calendar year 2000, as reflected in the Statement of Long Term Incentives maintained by the Company, multiplied by the number of full years remaining in the Term after the Termination Date less the value as of the date of grant of any restricted stock (other than restricted stock issued as a restricted stock match under any incentive plan) that has vested as of the Termination Date, as such value is reflected in the Statement of Long Term Incentives maintained by the Company; (ii) for the full period remaining in the Term after the Termination Dateplans and programs, the Company shall continue to provide medical and dental benefits to the Executive and and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(iv) if the Executive's employment had not been terminated, terminated in accordance with the applicable medical most favorable plans, practices, programs or policies of the Company and dental benefit plans in effect on the Termination Date and in which Executive participated its affiliated companies as of such date or, if more favorable to Executive and her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliatesaffiliated companies and their families; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and dental other welfare benefits from described herein shall be secondary to those provided under such employer on terms at least as favorable to Executive and her family as those being provided by other plan during such applicable period of eligibility; in the Companyevent that the Executive's participation in any such plan or program is barred, then the Company shall no longer be required arrange to provide the Executive with benefits substantially similar to those particular benefits which he is entitled to Executive receive under such plans and her family; (iii) such enhanced retirement benefits as set forth in Section 7(c)(iii) of the Employment Continuation Agreementprograms; and (iv) such rights subject to the provisions of Section 6, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice of or contract or agreement with the Company and its affiliated companies as are in effect at the time generally thereafter with respect to stock optionsother peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) the Executive shall be entitled to use of the Automobile until the earliest to occur of (x) the date the Executive is employed elsewhere, restricted stockor (y) six (6) months from the Date of Termination; provided, however, that during such time period, the Executive shall be solely responsible for all expenses incurred in the use of the Automobile, including maintaining insurance of the same types and other benefitsat the same levels as previously maintained by the Company immediately prior to the Date of Termination; and (vi) in addition to the benefits to which the Executive is entitled under any retirement plans or programs in which the Executive participates or any successor plans or programs in effect on the Date of Termination, includingthe Company shall pay the Executive in one sum in cash at the Executive's normal retirement age (or earlier retirement age should the Executive so elect) as defined in the retirement plans or programs in which the Executive participates or any successor plans or programs in effect on the Date of Termination, but not limited toan amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plans or programs without regard to "vesting" thereunder, had the Executive accumulated additional years of continuous service through the remainder of the Term at his Annual Base Salary in effect on the Date of Termination under such retirement plans or programs reduced by the single sum actuarial equivalent of any split-dollar amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs; for purposes of this paragraph, "actuarial equivalent" shall be determined using the same methods and assumptions utilized under the Company's retirement plans and programs on the Effective Date; and (vii) the Company shall promptly transfer and assign to the Executive all such life insurance arrangement applicable policies for which the Company or Parent was previously reimbursing premium payments made by the Executive pursuant to Executivean agreement between the Executive and the Company or Parent; and (viii) for a period of six (6) months after the Date of Termination, subject to any necessary limitation to such benefits or requirement to discontinue any such benefits as a result of a the Company shall promptly reimburse the Executive for reasonable interpretation of applicable lawexpenses incurred for outplacement services and/or counseling.

TERMINATION FOR GOOD REASON OR OTHER THAN FOR CAUSE. In the event Executivethe Employee's employment hereunder is terminated during the Term of Employment other than by death, Disability or Retirement, and (i) by action of the Company Employee for Good Reason, or (ii) by action of the Bank other than for Cause or by Executive with Good ReasonCause, she shall be entitled to the following benefits: (i) the Company Bank shall pay Executive in equal monthly installments, over and provide the period specified below, beginning 30 days after Employee the Termination Date, the sum of the following amounts the: (A) Severance Bonus compensation and (B) Termination Payment Amountbenefits stipulated under paragraph b. immediately above; provided, however, if Executive so electsin addition thereto and without setoff, such sum the following compensation shall be payable in paid and provided the Employee for a single lump sum payment on period of two years after the 30th day following the Termination Date. The Termination Payment Amount shall mean the sum ofDate of Termination: (A) the Base Salary multiplied by Bank shall continue to pay to the number Employee the base salary provided for in Section 5.a. above (at the Employee's base salary rate provided for in that Section immediately prior to the Date of full years remaining in the Term after the Termination Date plus the pro-rata amount of the Base Salary for the remainder of the year during which the Termination Date occurred;Termination), (B) the average of Bank shall continue to pay the annual incentive bonus awarded to Executive for employee the three (3) years (or such shorter period as Executive has been in the employ of the Company) preceding the Termination Date (not including the Severance Bonus) multiplied by the number of full years remaining in the Term after the Termination Date; andautomobile allowance, (C) an amount equal to the long term incentive award granted to Executive with respect to the performance period commencing in the calendar year 2000, as reflected in the Statement of Long Term Incentives maintained by the Company, multiplied by the number of full years remaining in the Term after the Termination Date less the value as of the date of grant of any restricted stock (other than restricted stock issued as a restricted stock match under any incentive plan) that has vested as of the Termination Date, as such value is reflected in the Statement of Long Term Incentives maintained by the Company; (ii) for the full period remaining in the Term after the Termination Dateat its sole cost and expense, the Company shall Bank will continue to provide medical and dental benefits to Executive and Executive's family at least equal to those which the Employee with the insurance coverages he would have been provided to them if Executive's employment had not been terminatedhad he remained as an employee of the Bank or with insurance coverages substantially equivalent thereto, in accordance with the applicable medical and dental benefit plans in effect on the Termination Date and in which Executive participated as of such date or, if more favorable at the Bank's request (and so long as such coverage reasonably can be obtained by the Employee himself), the Employee will obtain substantially equivalent insurance coverages from insurance companies chosen by him and the Bank promptly will reimburse Employee for premium costs actually incurred by him from time to Executive time for the same, and (D) all unexercised stock options granted to the Employee pursuant to Section 5c. shall immediately vest and her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliatesbecome exercisable; provided, however, that any option which by its terms would terminate prior to its expiration date because of the termination of the Employee's employment shall be extended to terminate on its original expiration date. Provided, however if Executive becomes reemployed the payment under this Section 6 c., either alone or together with another employer and is eligible other payments which the Employee has the right to receive medical and dental benefits from such employer on terms at least the Bank, would constitute a "parachute payment" (as favorable to Executive and her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to Executive and her family; (iii) such enhanced retirement benefits as set forth defined in Section 7(c)(iii280G of the Internal Revenue Code of 1986, as amended (the "Code"), such severance payment shall be reduced to the largest amount as will result in no portion of the severance payment under this Section 6 being subject to the excise tax imposed by Section 4999 of the Code or the disallowance of a deduction to the Bank under Section 280G(a) of the Employment Continuation Agreement; and (iv) such rights as are in effect at the time with respect to stock options, restricted stock, and other benefits, including, but not limited to, any split-dollar life insurance arrangement applicable to Executive, subject to any necessary limitation to such benefits or requirement to discontinue any such benefits as a result of a reasonable interpretation of applicable lawCode.

TERMINATION FOR GOOD REASON OR OTHER THAN FOR CAUSE. In the event Executive's employment is terminated by the Company other than for Cause or by Executive with Good Reason, she he shall be entitled to the following benefits: (i) the Company shall pay Executive in equal monthly installments, over the period specified below, beginning 30 days after the Termination Date, the sum of the following amounts the: (A) Severance Bonus and (B) Termination Payment Amount; provided, however, if Executive so elects, such sum shall be payable in a single lump sum payment on the 30th day following the Termination Date. The Termination Payment Amount shall mean the sum of: (A) the Base Salary multiplied by the number of full years remaining in the Term after the Termination Date plus the pro-rata amount of the Base Salary for the remainder of the year during which the Termination Date occurred; (B) the average of the annual incentive bonus awarded to Executive for the three (3) years (or such shorter period as the Executive has been in the employ of the Company) preceding the Termination Date (not including the Severance Bonus) multiplied by the number of full years remaining in the Term after the Termination Date; and (C) an amount equal to the long term incentive award granted to Executive with respect to the performance period commencing in the calendar year 2000, as reflected in the Statement of Long Term Incentives maintained by the Company, multiplied by the number of full years remaining in the Term after the Termination Date less the value as of the date of grant of any restricted stock (other than restricted stock issued as a restricted stock match under any incentive plan) that has vested as of the Termination Date, as such value is reflected in the Statement of Long Term Incentives maintained by the Company; provided, however, that in determining the value of restricted stock that has vested as of the Termination Date, restricted stock that has vested on an accelerated basis in connection with the payment of amounts owed under the Stock Ownership Loan Program shall not be taken into account until such time as the restrictions on such stock would have lapsed in the absence of such acceleration; (ii) for the full period remaining in the Term after the Termination Date, the Company shall continue to provide medical and dental benefits to Executive and Executive's family at least equal to those which would have been provided to them if Executive's employment had not been terminated, in accordance with the applicable medical and dental benefit plans in effect on the Termination Date and in which Executive participated as of such date or, if more favorable to Executive and her his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliates; provided, however, that if Executive becomes reemployed with another employer and is eligible to receive medical and dental benefits from such employer on terms at least as favorable to Executive and her his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to Executive and her his family; (iii) such enhanced retirement benefits as set forth in Section 7(c)(iii) of the Employment Continuation Agreement; and (iv) such rights as are in effect at the time with respect to stock options, restricted stock, and other benefits, including, but not limited to, any split-dollar life insurance arrangement applicable to Executive, subject to any necessary limitation to such benefits or requirement to discontinue any such benefits as a result of a reasonable interpretation of applicable law.

TERMINATION FOR GOOD REASON OR OTHER THAN FOR CAUSE. In Death or Disability Prior to a Change of Control or after Twelve Months after a Change of Control. If, during the event Term and prior to a Change of Control or after twelve (12) months after a Change of Control, the Company shall terminate the Executive's employment is terminated by the Company other than for Cause Cause, Death or by Disability or the Executive with shall terminate employment for Good Reason, she shall be entitled to the following benefits: (i) the Company shall pay to the Executive in equal monthly installments, over the period specified below, beginning a lump sum in cash within 30 days after the Date of Termination Datethe aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination, (2) the product of (x) the Annual Bonus paid or payable to the Executive for the immediately preceding year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and (4) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the following amounts the: described in clauses (A1), (2), (3) Severance Bonus and (B4) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the sum of (1) the Executive's Annual Base Salary, calculated from the Date of Termination Payment Amountthrough the remainder of the Term, and (2) the Annual Bonus paid or payable to the Executive for the immediately preceding fiscal year annualized and calculated from the Date of Termination through the remainder of the Term; provided, however, if Executive so elects, that such sum amount shall be payable reduced by the present value (determined as provided in a single lump sum payment on Section 280G(d)(4) of the 30th day following Internal Revenue Code of 1986, as amended (the Termination Date. The Termination Payment Amount shall mean "Code")) of any other amount of severance relating to salary or bonus continuation, if any, to be received by the sum of:Executive upon termination of employment of the Executive under any severance plan, policy or arrangement of the Company; and (Aii) any or all Stock Options awarded to the Base Salary multiplied by the number of full years remaining in the Term after the Termination Date plus the pro-rata amount of the Base Salary Executive under any plan not previously exercisable and vested shall become fully exercisable and vested; and (iii) for the remainder of the year during which Term, provided that the Termination Date occurred; (B) Executive's continued participation is possible under the average general terms and provisions of the annual incentive bonus awarded to Executive for the three (3) years (or such shorter period as Executive has been in the employ of the Company) preceding the Termination Date (not including the Severance Bonus) multiplied by the number of full years remaining in the Term after the Termination Date; and (C) an amount equal to the long term incentive award granted to Executive with respect to the performance period commencing in the calendar year 2000, as reflected in the Statement of Long Term Incentives maintained by the Company, multiplied by the number of full years remaining in the Term after the Termination Date less the value as of the date of grant of any restricted stock (other than restricted stock issued as a restricted stock match under any incentive plan) that has vested as of the Termination Date, as such value is reflected in the Statement of Long Term Incentives maintained by the Company; (ii) for the full period remaining in the Term after the Termination Dateplans and programs, the Company shall continue to provide medical and dental benefits to the Executive and and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(iv) if the Executive's employment had not been terminated, terminated in accordance with the applicable medical most favorable plans, practices, programs or policies of the Company and dental benefit plans in effect on the Termination Date and in which Executive participated its affiliated companies as of such date or, if more favorable to Executive and her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliatesaffiliated companies and their families; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and dental other welfare benefits from described herein shall be secondary to those provided under such employer on terms at least as favorable to Executive and her family as those being provided by other plan during such applicable period of eligibility; in the Companyevent that the Executive's participation in any such plan or program is barred, then the Company shall no longer be required arrange to provide the Executive with benefits substantially similar to those particular benefits which he is entitled to Executive receive under such plans and her family; (iii) such enhanced retirement benefits as set forth in Section 7(c)(iii) of the Employment Continuation Agreementprograms; and (iv) such rights subject to the provisions of Section 6, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice of or contract or agreement with the Company and its affiliated companies as are in effect at the time generally thereafter with respect to stock optionsother peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) in addition to the benefits to which the Executive is entitled under any retirement plans or programs in which the Executive participates or any successor plans or programs in effect on the Date of Termination, restricted stockthe Company shall pay the Executive in one sum in cash at the Executive's normal retirement age (or earlier retirement age should the Executive so elect) as defined in the retirement plans or programs in which the Executive participates or any successor plans or programs in effect on the Date of Termination, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plans or programs without regard to "vesting" thereunder, had the Executive accumulated additional years of continuous service through the remainder of the Term at his Annual Base Salary in effect on the Date of Termination under such retirement plans or programs reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and other benefitsprograms; for purposes of this paragraph, including, but not limited to, any split-dollar "actuarial equivalent" shall be determined using the same methods and assumptions utilized under the Company's retirement plans and programs on the Effective Date; and (vi) the Company shall promptly transfer and assign to the Executive all such life insurance arrangement applicable policies for which the Company or Parent was previously reimbursing premium payments made by the Executive pursuant to Executivean agreement between the Executive and the Company or Parent; and (vii) for a period of six (6) months after the Date of Termination, subject to any necessary limitation to such benefits or requirement to discontinue any such benefits as a result of a the Company shall promptly reimburse the Executive for reasonable interpretation of applicable lawexpenses incurred for outplacement services and/or counseling.

TERMINATION FOR GOOD REASON OR OTHER THAN FOR CAUSE. In the event Executive's employment is terminated by the Company other than for Cause or by Executive with Good Reason, she he shall be entitled to the following benefits: (i) the Company shall pay Executive in equal monthly installments, over the period specified below, beginning 30 days after the Termination Date, the sum of the following amounts the: (A) Severance Bonus and (B) Termination Payment Amount; provided, however, if Executive so elects, such sum shall be payable in a single lump sum payment on the 30th day following the Termination Date. The Termination Payment Amount shall mean the sum of: (A) the Base Salary multiplied by the number of full years remaining in the Term after the Termination Date plus the pro-rata amount of the Base Salary for the remainder of the year during which the Termination Date occurred; (B) the average of the annual incentive bonus awarded to Executive for the three (3) years (or such shorter period as the Executive has been in the employ of the Company) preceding the Termination Date (not including the Severance Bonus) multiplied by the number of full years remaining in the Term after the Termination Date; and (C) an amount equal to the long term incentive award granted to Executive with respect to the performance period commencing in the calendar year 2000, as reflected in the Statement of Long Term Incentives maintained by the Company, multiplied by the number of full years remaining in the Term after the Termination Date less the value as of the date of grant of any restricted stock (other than restricted stock issued as a restricted stock match under any incentive plan) that has vested as of the Termination Date, as such value is reflected in the Statement of Long Term Incentives maintained by the Company; provided, however, that in determining the value of restricted stock that has vested as of the Termination Date, restricted stock that has vested on an accelerated basis in connection with the payment of amounts owed under the Stock Ownership Loan Program shall not be taken into account until such time as the restrictions on such stock would have lapsed in the absence of such acceleration; (ii) for the full period remaining in the Term after the Termination Date, the Company shall continue to provide medical and dental benefits to Executive and Executive's family at least equal to those which would have been provided to them if Executive's employment had not been terminated, in accordance with the applicable medical and dental benefit plans in effect on the Termination Date and in which Executive participated as of such date or, if more favorable to Executive and her his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliates; provided, however, that if Executive becomes reemployed with another employer and is eligible to receive medical and dental benefits from such employer on terms at least as favorable to Executive and her his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to Executive and her his family; (iii) such enhanced retirement benefits as set forth in Section 7(c)(iii7(b-2) of the Employment Continuation Agreement; and (iv) such rights as are in effect at the time with respect to stock options, restricted stock, and other benefits, including, but not limited to, any split-dollar life insurance arrangement applicable to Executive, subject to any necessary limitation to such benefits or requirement to discontinue any such benefits as a result of a reasonable interpretation of applicable law.

TERMINATION FOR GOOD REASON OR OTHER THAN FOR CAUSE. In the event the Executive's employment hereunder is terminated (A) by the Executive or by the Company (or its successors) following a Change in Control, or (B) by the Executive for a Good Reason or (C) by the Company other than for Cause (including without limitation in the event the Company elects at any time not to automatically extend the Executive's employment hereunder pursuant to the second sentence of Section 1(a) hereof), the Executive shall be entitled, in addition to the other compensation and benefits herein provided for, to severance compensation in an aggregate amount equal to three times the sum of the Final Average Base Salary and the Final Average Annual Bonus where (A) the "Final Average Base Salary" means the average of the Executive's Annual Base Salary as in effect for each of the three years preceding the date of termination and commencing no earlier than July 1, 1999 (or, if shorter, the number of years from July 1, 1999 to the date of termination) and (B) the "Final Average Bonus" means the average of the annual bonuses awarded to the Executive pursuant to Sections 2(b) and 2(c) of this Agreement with respect to the three years preceding the date of termination and commencing no earlier than July 1, 1999 (or, if shorter, the number of years from July 1, 1999 to the date of termination; PROVIDED that if the Executive's employment is terminated prior to his eligibility to earn an Annual Bonus for the period July 1, 1999 to June 30, 2000, then for purposes of making the aforementioned computation he shall be deemed to have earned the maximum Annual Bonus to which he would have been entitled assuming the attainment by the Executive of the specified performance and other targets related to designated performance and other goals selected by the Compensation Committee under the Performance Compensation Plan), payable in a lump sum at the end of the calendar month in which the termination date occurs; PROVIDED, HOWEVER, that if the Executive's employment is terminated following a Change in Control or is terminated by the Company other than for Cause or by Executive with Good Reasonin anticipation of a Change in Control, she such severance compensation shall be entitled to the following benefits: (i) the Company shall pay Executive paid in equal monthly installments, over the period specified below, beginning 30 days after the Termination Date, the sum of the following amounts the: (A) Severance Bonus and (B) Termination Payment Amount; provided, however, if Executive so elects, such sum shall be payable in a single one lump sum payment on the 30th day following the Termination Date. The Termination Payment Amount shall mean the sum of: (A) the Base Salary multiplied by the number of full years remaining in the Term after the Termination Date plus the pro-rata amount of the Base Salary for the remainder of the year during which the Termination Date occurred; (B) the average of the annual incentive bonus awarded to Executive for the three (3) years (or such shorter period as Executive has been in the employ of the Company) preceding the Termination Date (not including the Severance Bonus) multiplied by the number of full years remaining in the Term after the Termination Date; and (C) an amount equal to the long term incentive award granted to Executive with respect to the performance period commencing in the calendar year 2000, as reflected in the Statement of Long Term Incentives maintained by the Company, multiplied by the number of full years remaining in the Term after the Termination Date less the value as of the date of grant of any restricted stock (other than restricted stock issued as a restricted stock match under any incentive plan) that has vested as of the Termination Date, as such value is reflected in the Statement of Long Term Incentives maintained by the Company; (ii) for the full period remaining in the Term after the Termination Date, the Company shall continue to provide medical and dental benefits to Executive and Executive's family at least equal to those which would have been provided to them if Executive's employment had not been terminated, in accordance with the applicable medical and dental benefit plans in effect on the Termination Date and in which Executive participated as of such date or, if more favorable to Executive and her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliates; provided, however, that if Executive becomes reemployed with another employer and is eligible to receive medical and dental benefits from such employer on terms at least as favorable to Executive and her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to Executive and her family; (iii) such enhanced retirement benefits as set forth in Section 7(c)(iii) of the Employment Continuation Agreement; and (iv) such rights as are in effect at the time with respect to stock options, restricted stock, and other benefits, including, but not limited to, any split-dollar life insurance arrangement applicable to Executive, subject to any necessary limitation to such benefits or requirement to discontinue any such benefits as a result of a reasonable interpretation of applicable lawtermination.

TERMINATION FOR GOOD REASON OR OTHER THAN FOR CAUSE. In the event Executive's employment is terminated by the Company other than for Cause or by Executive with Good Reason, she he shall be entitled to the following benefits: (i) the Company shall pay Executive in equal monthly installments, over the period specified below, beginning 30 days after the Termination Date, the sum of the following amounts the: (A) Severance Bonus and (B) Termination Payment Amount; provided, however, if Executive so elects, such sum shall be payable in a single lump sum payment on the 30th day following the Termination Date. The Termination Payment Amount shall mean the sum of: (A) the Base Salary multiplied by the number of full years remaining in the Term after the Termination Date plus the pro-rata amount of the Base Salary for the remainder of the year during which the Termination Date occurred; (B) the average of the annual incentive bonus awarded to Executive for the three (3) years (or such shorter period as Executive has been in the employ of the Company) preceding the Termination Date (not including the Severance Bonus) multiplied by the number of full years remaining in the Term after the Termination Date; and (C) an amount equal to the long term incentive award granted to Executive with respect to the performance period commencing in the calendar year 2000, as reflected in the Statement of Long Term Incentives maintained by the Company, multiplied by the number of full years remaining in the Term after the Termination Date less the value as of the date of grant of any restricted stock (other than restricted stock issued as a restricted stock match under any incentive plan) that has vested as of the Termination Date, as such value is reflected in the Statement of Long Term Incentives maintained by the Company; provided, however, that in determining the value of restricted stock that has vested as of the Termination Date, restricted stock that has vested on an accelerated basis in connection with the payment of amounts owed under the Stock Ownership Loan Program shall not be taken into account until such time as the restrictions on such stock would have lapsed in the absence of such acceleration; (ii) for the full period remaining in the Term after the Termination Date, the Company shall continue to provide medical and dental benefits to Executive and Executive's family at least equal to those which would have been provided to them if Executive's employment had not been terminated, in accordance with the applicable medical and dental benefit plans in effect on the Termination Date and in which Executive participated as of such date or, if more favorable to Executive and her his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliates; provided, however, that if Executive becomes reemployed with another employer and is eligible to receive medical and dental benefits from such employer on terms at least as favorable to Executive and her his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to Executive and her his family; (iii) such enhanced retirement benefits as set forth in Section 7(c)(iii) of the Employment Continuation Agreement; and (iv) such rights as are in effect at the time with respect to stock options, restricted stock, and other benefits, including, but not limited to, any split-dollar life insurance arrangement applicable to Executive, subject to any necessary limitation to such benefits or requirement to discontinue any such benefits as a result of a reasonable interpretation of applicable law.

TERMINATION FOR GOOD REASON OR OTHER THAN FOR CAUSE. In If, during the event Employment Period, the Corporation shall terminate the Executive's employment is terminated by the Company other than for Cause or by the Executive with shall terminate his employment for Good Reason, she the Corporation shall be entitled have no further obligations to the following benefitsExecutive except as set forth below: (i) the Company Corporation shall pay the Executive in equal monthly installments, over the period specified below, beginning a lump sum in cash within 30 days after the Date of Termination Date, the sum of the following amounts theof: (A) Severance Bonus the Executive's Annual Base Salary through the Date of Termination to the extent not therefore paid, (B) any accrued vacation pay, to the extent not therefore paid (the sum of (A) and (B) Termination Payment Amount; provided, however, if Executive so elects, such sum shall be payable in a single lump sum payment on hereinafter referred to as the 30th day following the Termination Date. The Termination Payment Amount shall mean the sum of: "Accrued Obligations"), (AC) the Base Salary multiplied by from the number Date of full years remaining in the Term after the Termination Date plus the pro-rata amount of the Base Salary for the remainder of the year during which the Termination Date occurred; through July 16, 2000, and (BD) the average of the annual incentive bonus awarded to Executive for the three (3) years (or such shorter period as Executive has been in the employ of the Company) preceding the Termination Date (not including the Severance Bonus) multiplied by the number of full years remaining in the Term after the Termination Date; and (C) an amount equal to the long term incentive award granted to Executive with respect to extent not therefore paid, the performance period commencing in the calendar year 2000, as reflected in the Statement of Long Term Incentives maintained by the Company, multiplied by the number of full years remaining in the Term after the Termination Date less the value as of the date of grant of any restricted stock (other than restricted stock issued as a restricted stock match under any incentive plan) that has vested as of the Termination Date, as such value is reflected in the Statement of Long Term Incentives maintained by the CompanySupplemental Payment; (ii) for during the full period remaining in beginning on the Term after Date of Termination and ending on the Termination Datescheduled end of the Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company Corporation shall continue to provide medical medical, dental and dental life insurance benefits to the Executive and and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(d) above if the Executive's employment had not been terminated; PROVIDED, in accordance with that the applicable Executive shall remain responsible for providing any required "employee" contributions, and the Corporation may provide medical and dental benefit plans in effect benefits by making certain "COBRA" continuation health coverage contributions on the Termination Date and in which Executive participated as of such date or, if more favorable to Executive and her family, in effect generally at any time thereafter with respect to other peer executives behalf of the Company and its Affiliates; providedExecutive, howeverPROVIDED, FURTHER, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and dental other welfare benefits from described herein shall be secondary to those provided under such employer on terms at least as favorable to Executive and her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to Executive and her familyother plan during such applicable period of eligibility; (iiiA) such enhanced all Dana Xxxions granted to the Executive pursuant to Section 3(c) hereof shall be fully vested on the Date of Termination, (B) the Corporation shall permit the Executive to be treated as having terminated employment as a result of retirement benefits as set forth in pursuant to Section 7(c)(iii10(b) of the Employment Continuation Option Plan with respect to the Dana Options, and pursuant to Section 8(g) of the Echlin Option Plan with respect to the Echlin Options; and (C) the restricted stock granted to the Executive pursuant to Section 3(c) hereof shall be vested on the Date of Termination to the extent provided in the Restricted Stock Agreement. (iv) to the extent not therefore paid or provided, the Corporation shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Corporation in which the Executive participated (such other amounts and benefits shall be referred to below as the "Other Benefits"); (v) the 1997 PUP Award shall vest in accordance with Section 3(c) hereof; and (ivvi) the Corporation shall pay the Executive following the end of each bonus year ending after the Date of Termination and on or before December 31, 2000, the Annual Bonus for each such rights as are plan year (or portion thereof) pursuant to the terms of the ACP, based on the assumption that the Executive was a participant in effect at the time with respect to stock optionssuch program through July 16, restricted stock, and other benefits, including, but not limited to, any split-dollar life insurance arrangement applicable to Executive, subject to any necessary limitation to such benefits or requirement to discontinue any such benefits as a result of a reasonable interpretation of applicable law2000.

TERMINATION FOR GOOD REASON OR OTHER THAN FOR CAUSE. In the event Executive's employment is terminated by the Company other than for Cause or by Executive with Good Reason, she he shall be entitled to the following benefits: (i) the Company shall pay Executive in equal monthly installments, over the period specified below, beginning 30 days after the Termination Date, the sum of the following amounts the: (A) Severance Bonus and (B) Termination Payment Amount; provided, however, if Executive so elects, such sum shall be payable in a single lump sum payment on the 30th day following the Termination Date. The Termination Payment Amount shall mean the sum of: (A) the Base Salary multiplied by the number of full years remaining in the Term after the Termination Date plus the pro-rata amount of the Base Salary for the remainder of the year during which the Termination Date occurred; (B) the average of the annual incentive bonus awarded to Executive for the three (3) years (or such shorter period as Executive has been in the employ of the Company) preceding the Termination Date (not including the Severance Bonus) multiplied by the number of full years remaining in the Term after the Termination Date; and (C) an amount equal to the long term incentive award granted to Executive with respect to the performance period commencing in the calendar year 2000, as reflected in the Statement of Long Term Incentives maintained by the Company, multiplied by the number of full years remaining in the Term after the Termination Date less the value as of the date of grant of any restricted stock (other than restricted stock issued as a restricted stock match under any incentive plan) that has vested as of the Termination Date, as such value is reflected in the Statement of Long Term Incentives maintained by the Company; provided, however, that in determining the value of restricted stock that has vested as of the Termination Date, restricted stock that has vested on an accelerated basis in connection with the payment of amounts owed under the Stock Ownership Loan Program shall not be taken into account until such time as the restrictions on such stock would have lapsed in the absence of such acceleration; (ii) for the full period remaining in the Term after the Termination Date, the Company shall continue to provide medical and dental benefits to Executive and Executive's family at least equal to those which would have been provided to them if Executive's employment had not been terminated, in accordance with the applicable medical and dental benefit plans in effect on the Termination Date and in which Executive participated as of such date or, if more favorable to Executive and her his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliates; provided, however, that if Executive becomes reemployed with another employer and is eligible to receive medical and dental benefits from such employer on terms at least as favorable to Executive and her his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to Executive and her his family; (iii) such enhanced retirement benefits as set forth in Section 7(c)(iii) of the Employment Continuation Agreement; and (iv) such rights as are in effect at the time with respect to stock options, restricted stock, stock and other benefits, including, but not limited to, any split-dollar life insurance arrangement applicable to Executive, subject to any necessary limitation to such benefits or requirement to discontinue any such benefits as a result of a reasonable interpretation of applicable law, and all of the post-employment perquisites made available to Executive's immediate predecessor as Chief Executive Officer of the Company.