Common use of Termination for Good Reason or Without Cause Clause in Contracts

Termination for Good Reason or Without Cause. If the Executive's employment hereunder is terminated by the Employer other than for cause (and other than a termination due to disability or death) or by the Executive for good reason, the Employer shall pay or provide to or on behalf of the Executive the following: (i) the Executive's Salary for the remainder, if any, of the calendar month in which such termination is effective and (A) in the case of such an employment termination on or before the second (2nd) anniversary of the Effective Date, twenty-four (24) consecutive calendar months, or (B) in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior to the end of the severance period, he must promptly give notice thereof to the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Executive from the Executive's other employment for services performed during such period. (ii) the portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st of the calendar year in which such termination occurs until the date of the Executive's employment termination, and (B) the denominator of which is 365. (iii) subject to the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement of the Executive's continued employment) in effect for active employees of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliates.

Termination for Good Reason or Without Cause. If the Executive's employment hereunder is Employment Period shall be terminated by prior to the Employer other than for cause expiration of the third anniversary of the Start Date (and other than a termination due or the end of the Employment Period as extended pursuant to disability or deathSection 5.01) or (a) by the Executive for good reasonGood Reason, or (b) by the Company without Cause, provided the Executive has delivered a signed Release of claims reasonably satisfactory to the Company (the “Release”) to the Company pursuant to the notice provision of Section 10.07 within thirty (30) days of the Date of Termination and not revoked the Release within the seven-day revocation period provided for in the Release, the Employer Executive shall pay or provide to or on behalf of the Executive the following: be paid solely (i) Base Salary through the Date of Termination and any annual bonus awarded in accordance with the Company‘s bonus program but not yet paid; (ii) an amount equal to one (1) times the Base Salary and one (1) times the target annual bonus amount, provided that the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof; (iii) a pro-rata portion of the Executive's Salary ’s target bonus for the remainderyear of termination, if anycalculated by reference to the number of days during the bonus year during which he was employed by the Company; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the calendar month in which such termination is effective Date of Termination; and (Avi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the case Date of such an employment termination on or before the second (2nd) anniversary Termination; provided, however, that no amount shall be paid until expiration of the Effective Date, twenty7-four (24) consecutive calendar months, or (B) day statutory revocation period with respect to the release referred to in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period this Section 5.02 above. The amount described in clause (Aiii) or shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (Bv) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior to shall be paid no later than the end of the severance period, he must promptly give notice thereof to calendar year following the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Executive from the Executive's other employment for services performed during such period. (ii) the portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st of the calendar year in which such termination occurs until the date of expense is incurred by the Executive's . The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment terminationresults in severance benefits being paid under an change in control agreement (or any successor thereto), and (B) the denominator of which is 365. (iii) subject no amounts or benefits will be paid to the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement of the Executive's continued employment) in effect for active employees of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement 5.02 or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliates5.05.

Termination for Good Reason or Without Cause. If Employee terminates Employee’s employment in a Termination for Good Reason or the Executive's Company terminates Employee’s employment hereunder is terminated by the Employer for any reason other than for cause those described in paragraphs 5(a) and (and other than a termination due to disability b) above, Parent or death) or by the Executive for good reason, the Employer shall pay or shall provide to or on behalf of Employee the Executive the followingfollowing benefits and compensation: (i1) The Earned Salary, as soon as practicable (but not more than 10 days) following Employee’s Date of Termination; (2) The Accrued Obligations, in accordance with applicable law and the Executive's Salary provisions of any applicable plan, program, policy or practice; (3) Continued coverage following Employee’s Date of Termination, at the same costs that apply to similarly situated active employees, for the remainder, if any, of the calendar month in which such termination is effective Employee and (A) in the case of such an employment termination on or before the second (2nd) anniversary of the Effective Date, twenty-four (24) consecutive calendar months, or (B) in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior to the end of the severance period, he must promptly give notice thereof to Employee’s eligible dependants under the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced ’s group health plan(s) (as defined by the amount of the cash compensation received and to be received by the Executive from the Executive's other employment for services performed during such period. (ii) the portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st of the calendar year in which such termination occurs until the date of the Executive's employment termination, and (B) the denominator of which is 365. (iii) subject to the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement of the Executive's continued employment) in effect for active employees of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision 1985 (“COBRA”)) in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates which Employee was participating prior to the contraryDate of Termination or, to the extent such continued coverage cannot be provided under such plan without adverse consequences for the Company or Employee due to non-discrimination requirements, then under an individual or group policy that is substantially similar in all material respects to the coverage made available under such group health plan(s), for the period over which the Protected Base Salary payable as part of the Separation Payment under subparagraph 5(c)(6) would have been payable if it had been paid over time in accordance with the Employer’s payroll practices as in effect at the Change in Control Date; provided, however, that such continued coverage shall cease if and when Employee becomes eligible for comparable coverage under the group health plans of a subsequent employer. For the avoidance of doubt, it is understood that Employee’s right, if any, to purchase continued coverage under COBRA shall commence following the Employer makes payments expiration of the continued coverage provided under this subparagraph 5(c)(3); and (4) If Employee shall have relocated Employee’s principal residence to enter into the Company’s employ, or otherwise relocated such residence at the request of the Company, within 1 year of the Change in Control Date, and provides if Employee elects to relocate to Employee’s original location following Employee’s Date of Termination, relocation benefits under Section 6.5(a)the same relocation policy as applied to Employee’s initial relocation; provided, however, that the Executive benefits provided hereunder shall not be duplicative of any relocation benefits to which Employee is entitled in connection with the plan, policy, program or practice of any subsequent employer; (5) To the extent that any award granted to receive Employee under the LTIP and outstanding on the Change in Control Date shall not have previously become fully vested and, as applicable, exercisable, payable, distributable and free of any transfer restrictions, such award shall be and become fully vested and, as applicable, exercisable, payable or distributable to, and transferable by, Employee on Employee’s Date of Termination, without any further action by the Company or any other payments or benefits under any other severance or similar plan maintained by person(s); (6) A Separation Payment, as soon as practicable (but no later than 10 days) following Employee’s Date of Termination, in an amount equal to the Employer or its Affiliates.sum of (i) 2.99 times the sum of Employee’s Protected Base Salary and Target Bonus;

Termination for Good Reason or Without Cause. If Employee terminates Employee’s employment in a Termination for Good Reason or the Executive's Company terminates Employee’s employment for any reason other than those described in paragraphs 5(a) and (b) above, Parent or Employer shall pay or shall provide to Employee the following benefits and compensation: (1) The Earned Salary, as soon as practicable (but not more than 10 days) following Employee’s Date of Termination; (2) The Accrued Obligations, in accordance with applicable law and the provisions of any applicable plan, program, policy or practice; (3) Continued coverage, at the same costs that apply to similarly situated active employees, for Employee and Employee’s eligible dependents under the Employer’s group medical plans or, to the extent such continued coverage cannot be provided under such plan without adverse consequences for the Company or Employee due to non-discrimination requirements, then under an individual or group insurance policy that is substantially similar in all material respects to the coverage made available under such group health plans, for each of the following two periods (i) from Employee’s Date of Termination until and including the 18 month anniversary of such termination; and (ii) from the day after the 18 month anniversary of Employee’s Date of Termination and continuing until the earlier of (x) the lifetime of Employee (and, if she shall survive him, Employee’s Spouse) or (y) until the date Employee (and, in respect of any coverage available to Employee’s spouse, until such spouse) is eligible for full medical benefits under the provisions of Medicare; it being understood that standard coordination of benefits provisions apply so that any coverage made available to Employee hereunder shall be secondary to any such coverage made available to Employee by a subsequent employer or other entity providing such coverage in respect of Employee’s services and that Employee must accept that available coverage; (4) If Employee shall have relocated Employee’s principal residence to enter into the Company’s employ, or otherwise relocated such residence at the request of the Company, within 1 year of the Change in Control Date, and if Employee elects to relocate to Employee’s original location following Employee’s Date of Termination, relocation benefits under the same relocation policy as applied to Employee’s initial relocation; provided that the benefits provided hereunder shall (i) be paid to Employee not later than the end of the calendar year following the year in which such the corresponding reimbursable relocation expenses are incurred and (ii) not be duplicative of any relocation benefits to which Employee is terminated entitled in connection with the plan, policy, program or practice of any subsequent employer; (5) To the extent that any award granted to Employee under Parent’s LTIP and outstanding on the Change in Control Date shall not have previously become fully vested and, as applicable, exercisable, payable, distributable and free of any transfer restrictions, such award shall be and become fully vested and, as applicable, exercisable, payable or distributable to, and transferable by, Employee on Employee’s Date of Termination, without any further action by the Employer Company or any other than person(s); provided, however, that (i) in the case of any award that vests upon the attainment of specified performance conditions and the agreement or plan pertaining to such award does not expressly provide for cause the treatment of such award upon or following a Change in Control, the extent to which such award becomes vested and payable will be contingent (to the extent specified in the applicable award agreement) upon the achievement of such criteria, as measured at the time of the Change in Control and other than a termination due (ii) if the award is deferred compensation subject to disability or deathSection 409A that does not qualify for an otherwise available exemption from such Section 409A, payment thereof shall be made to Employee at the same time as the Separation Payment referenced in subparagraph 5(d)(6) or by and, if such payment is delayed for six months and one day following the Executive for good reasonDate of Termination, the Employer shall pay or provide be required to or on behalf contribute the amount payable in respect of such award to the Executive grantor trust referenced in the following:paragraph following such subparagraph 5(d)(6) at the same time, and subject to the same conditions, as apply with respect to such Separation Payment; and (6) A Separation Payment in an amount equal to the sum of (i) the Executive's sum of 1.99 times Employee’s Protected Base Salary for and 2.99 times Employee’s Target Bonus; (ii) Employee shall also receive the remainderSeparation Payment payable under subparagraph 5(c)(3), if anyon the same basis as though Employee had attained Normal Retirement Date immediately prior to the Date of Termination, regardless of whether Employee shall have attained Normal Retirement Date on or prior to the calendar month in which such termination is effective and Date of Termination; (iii) the product of (A) in the case of such an employment termination on or before the second (2nd) anniversary of the Effective Date, twenty-four (24) consecutive calendar months, or (B) in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior to the end of the severance period, he must promptly give notice thereof to the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received Target Bonus and to be received by the Executive from the Executive's other employment for services performed during such period. (iiB) the portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st in the then current calendar year which have elapsed as of the calendar year in which such termination occurs until the date Date of the Executive's employment terminationTermination, and (B) the denominator of which is 365.; (iiiiv) subject if Employee’s employment was terminated prior to the Executive's Change in Control Date, but Employee is deemed to have continued coin the Company’s employment for purposes of this Agreement until the Change in Control Date pursuant to paragraph 2 hereof, an amount equal to the value (as determined based on the fair market value of the Parent’s common stock on the Change in Control Date, but debiting therefrom any amount Employee would be required to pay to receive the benefit of such award) of any equity awards (including, without limitation, stock options, restricted stock units and restricted stock) granted to Employee under Parent’s LTIP that were outstanding but unvested (after taking into account any accelerated vesting thereof in connection with such termination of employment) on Employee’s Date of Termination; and (v) if the termination of employment is by the Company and if the Date of Termination is less than 30 days after the date Notice of Termination is given, an amount equal to one-twelfth (1/12) of the Protected Base Salary. Payment of the Separation Payment shall be made within 10 business days after Employee’s Date of Termination, provided that, if, at the Date of Termination, Employee is a Specified Employee, the portion of the Separation Payment described in subclauses (i), (ii), (iv) and (v) above shall be made six months and one day after Employee’s Date of Termination. Any such deferred portion of the Separation Payment payable to Employee shall be contributed by the Company or Employer within five business days following the Date of Termination to a Grantor Trust, with such amount to be invested through the trust in Fixed Income Securities. When payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement any such deferred portion of the Executive's continued employment) Separation Payment is made in effect for active employees of accordance with the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefitssecond preceding sentence, as to any particular medical plan, continuation of coverage it shall be increased by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates an amount equal to the contrary, if earnings on the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled amounts contributed to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliatessuch Grantor Trust in respect of such deferred Separation Payment.

Termination for Good Reason or Without Cause. If i. At any time during the Executive's employment hereunder is terminated by the Employer other than for cause (and other than a termination due to disability or death) or by the Executive for good reason, the Employer shall pay or provide to or on behalf of the Executive the following: (i) the Executive's Salary for the remainder, if any, of the calendar month in which such termination is effective and (A) in the case of such an employment termination on or before the second (2nd) anniversary of the Effective Date, twenty-four (24) consecutive calendar months, or (B) in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior to the end of the severance period, he must promptly give notice thereof to the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Executive from the Executive's other employment for services performed during such period. (ii) the portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fractionTerm, (A) Executive may terminate the numerator of which is the number of days from January 1st of the calendar year in which such termination occurs until the date of the Term and Executive's ’s employment termination, hereunder for Good Reason; and (B) the denominator Company may terminate the Term and Executive’s employment hereunder without Cause (that is, other than by death, Disability or for Cause, in accordance with Section 5(a), 5(b) or 5(c), respectively). Upon the termination of which is 365. (iii) the Term and Executive’s employment hereunder pursuant to this Section 5(d), Executive shall receive the Accrued Amounts. In addition, subject to Executive’s continued material compliance with the provisions of Sections 6, 7, 8 and 11(m) of this Agreement and Executive's continued co’s execution, delivery and non-payment revocation of premiumsan effective release of claims against the Company Group substantially in the form attached hereto as Exhibit B (the “Release”), continued participation during the severance period in all medical plans that cover the Executive which Release must be executed (and his not revoked) by Executive within sixty (60) days following the date of Executive’s termination (the “Release Period”), Executive shall be entitled to (x) cash severance (the “Severance Payment”) equal to one times (1.0x) the Base Salary, which Severance Payment shall be payable in accordance with the Company’s usual payroll practices in equal installments over the twelve (12)-month period following the date of termination, with the first such installment to be paid on the first payroll date after the release becomes effective; and (y) if Executive and any of Executive’s eligible dependents) upon , in each case, who participate in the same terms Company’s medical, dental, vision and conditions (except for the requirement prescription drug plans as of the Executive's continued employmentdate of termination, timely elect COBRA coverage under such plans, the Company shall pay directly, or reimburse Executive for, a portion of such COBRA premiums (on a monthly basis) in effect equal to the employer portion of the premium for active employees for a period of twelve (12) months following the date of termination; provided, that if and to the extent that any benefit described in this clause (y) is not or cannot be paid or provided under any Company plan or program without adverse tax consequences to the Company, then the Company shall pay Executive a monthly payment in an amount equal to the Company’s cost of providing such benefit. The reimbursement of such premiums (or the monthly payment, if applicable) provided under clause (y) of this Section 5(d) shall cease to be effective as of the Employer during the severance period. If the date Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of becomes eligible for coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act medical, dental, vision and prescription drug insurance plans of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates a subsequent employer with respect to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliatescorresponding benefit provided hereunder.

Termination for Good Reason or Without Cause. If If, during the Employment Term, the Executive terminates his employment with the Company for Good Reason or the Executive's employment hereunder is terminated by the Employer Company without Cause, (other than for cause (and other than a termination due Disability), the Company shall have no liability or further obligation to disability or death) or by the Executive for good reason, the Employer shall pay or provide to or on behalf of except that the Executive the followingshall be entitled to receive: (i1) the Executive's within 30 days after such termination of employment, any earned but unpaid Base Salary for the remainder, if any, period before termination and any declared but unpaid bonuses for prior periods which have ended at the time of the calendar month in which such termination is effective and (A) in the case of such an employment termination on or before the second (2nd) anniversary of the Effective Date, twenty-four (24) consecutive calendar months, or (B) in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance periodEntitlements"); provided however, that if the Executive obtains other employment prior to the end of the severance period, he must promptly give notice thereof to the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Executive from the Executive's other employment for services performed during such period.; (ii2) at the time provided in such plan, any rights to which he is entitled in accordance with plan provisions under any employee benefit plan, program or arrangement, fringe benefit or incentive plan, including with respect to life insurance ("Rights"); (3) at the time MIP or LTCIP payments would otherwise have been paid, a pro rata portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise annual bonus he would have been payable based on received under the then current actual performance, as reasonably determined Company's MIP had the Executive remained employed by the Board of Directors or a duly authorized committee thereofCompany for the full fiscal year in which his termination occurs, multiplied by a fraction, (A) the numerator ratio of which is the number of days from January 1st of his employment by the Company during such fiscal year to 365 (the "Pro Rata Bonus") and a pro rata portion of any payment he would have received under the Company's LTCIP had he remained employed by the Company for the full long-term incentive period or periods in which his termination occurs, multiplied by the ratio of the calendar number of days of his employment by the Company during such period to the full number of days in such period (the "Pro Rata Long-Term Incentive") (such amounts to be referred to herein collectively as the "Pro Rata Bonus and Incentive Payments"); and (4) within 30 days after termination, a lump sum severance payment equal to one and one-half (1.5) times the sum of his Executive's Annual Salary and MIP award ("Severance Pay") (The MIP award will be calculated assuming achievement of 100% of target under his MIP in effect for the fiscal year in which such termination occurs until the date of the Executive's his employment termination, and (B) the denominator of which is 365was terminated). (iii) subject to the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement of the Executive's continued employment) in effect for active employees of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliates.

Termination for Good Reason or Without Cause. If Employee terminates Employee’s employment in a Termination for Good Reason or the Executive's Company terminates Employee’s employment for any reason other than those described in paragraphs 5(a) and (b) above, Parent or Employer shall pay or shall provide to Employee the following benefits and compensation: (1) The Earned Salary, as soon as practicable (but not more than 10 days) following Employee’s Date of Termination; (2) The Accrued Obligations, in accordance with applicable law and the provisions of any applicable plan, program, policy or practice; (3) Continued coverage following Employee’s Date of Termination, at the same costs that apply to similarly situated active employees, for Employee and Employee’s eligible dependents under whichever of the Company’s group medical plans in which Employee was participating prior to the Date of Termination or, to the extent such continued coverage cannot be provided under such plan without adverse consequences for the Company or Employee due to non-discrimination requirements, then under an individual or group insurance policy that is substantially similar in all material respects to the coverage made available under such group health plan(s), for each of the following two periods (i) from the Employee’s Date of Termination until and including the 18 month anniversary of such termination; and (ii) from the day after the 18 month anniversary of the Employee’s Date of Termination and continuing until the day before the second anniversary of the Employee’s Date of Termination; provided, however, that such continued coverage shall cease if and when Employee becomes eligible for comparable coverage under the group health plan(s) of a subsequent employer; and (4) If Employee shall have relocated Employee’s principal residence to enter into the Company’s employ, or otherwise relocated such residence at the request of the Company, within 1 year of the Change in Control Date, and if Employee elects to relocate to Employee’s original location following Employee’s Date of Termination, relocation benefits under the same relocation policy as applied to Employee’s initial relocation; provided that the benefits provided hereunder shall (i) be paid to Employee not later than the end of the calendar year following the year in which such the corresponding reimbursable relocation expenses are incurred and (ii) not be duplicative of any relocation benefits to which Employee is terminated entitled in connection with the plan, policy, program or practice of any subsequent employer; (5) To the extent that any award granted to Employee under Parent’s LTIP and outstanding on the Change in Control Date shall not have previously become fully vested and, as applicable, exercisable, payable, distributable and free of any transfer restrictions, such award shall be and become fully vested and, as applicable, exercisable, payable or distributable to, and transferable by, Employee on Employee’s Date of Termination, without any further action by the Employer Company or any other than person(s); provided, however, that (i) in the case of any award that vests upon the attainment of specified performance conditions, the extent to which such award becomes vested and payable will be contingent (to the extent specified in the applicable award agreement) upon the achievement of such criteria, as measured at the time of the Change in Control and (ii) if the award is deferred compensation subject to Section 409A that does not qualify for cause (an otherwise available exemption from such Section 409A, payment thereof shall be made to the Employee at the same time as the Separation Payment referenced in subparagraph 5(d)(6) and, if such payment is delayed for six months and other than a termination due to disability or death) or by one day following the Executive for good reasonDate of Termination, the Employer shall pay or provide be required to or on behalf contribute the amount payable in respect of such award to the Executive grantor trust referenced in the following:paragraph following such subparagraph 5(d)(6) at the same time, and subject to the same conditions, as apply with respect to such Separation Payment; (6) A Separation Payment in an amount equal to the sum of (i) the Executive's sum of 1 times Employee’s Protected Base Salary for and 2 times the remainderEmployee’s Target Bonus; (ii) Employee shall also receive the Separation Payment payable under Section 5(c), if anyon the same basis as though Employee had attained Normal Retirement Date immediately prior to the Date of Termination, regardless of whether Employee shall have attained Normal Retirement Date on or prior to the calendar month in which such termination is effective and Date of Termination; (iii) the product of (A) in the case of such an employment termination on or before the second (2nd) anniversary of the Effective Date, twenty-four (24) consecutive calendar months, or (B) in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior to the end of the severance period, he must promptly give notice thereof to the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received Target Bonus and to be received by the Executive from the Executive's other employment for services performed during such period. (iiB) the portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st in the then current calendar year which have elapsed as of the calendar year in which such termination occurs until the date Date of the Executive's employment terminationTermination, and (B) the denominator of which is 365.; (iiiiv) subject if Employee’s employment was terminated prior to the Executive's Change in Control Date, but Employee is deemed to have continued coin the Company’s employment for purposes of this Agreement until the Change in Control Date pursuant to paragraph 2 hereof, an amount equal to the value (as determined based on the fair market value of the Parent’s common stock on the Change in Control Date, but debiting therefrom any amount Employee would be required to pay to receive the benefit of such award) of any equity awards (including, without limitation, stock options, restricted stock units and restricted stock) granted to Employee under Parent’s LTIP that were outstanding but unvested (after taking into account any accelerated vesting thereof in connection with such termination of employment) on Employee’s Date of Termination; and (v) if the termination of employment is by the Company and if the Date of Termination is less than thirty (30) days after the date Notice of Termination is given, an amount equal to one-twelfth (1/12) of the Protected Base Salary. Payment of the Separation Payment shall be made within 10 business days after the Employee’s Date of Termination, provided that, if, at the Date of Termination, Employee is a Specified Employee, the portion of the Separation Payment described in subclauses (i), (ii) (iv) and (v) above shall be made six months and one day after Employee’s Date of Termination. Any such deferred portion of the Separation Payment payable to Employee shall be contributed by the Company or Employer within five (5) business days following the Date of Termination to a Grantor Trust, with such amount to be invested through the trust in Fixed Income Securities. When payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement any such deferred portion of the Executive's continued employment) Separation Payment is made in effect for active employees of accordance with the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefitssecond preceding sentence, as to any particular medical plan, continuation of coverage it shall be increased by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates an amount equal to the contrary, if earnings on the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled amounts contributed to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliatessuch Grantor Trust in respect of such deferred Separation Payment.

Termination for Good Reason or Without Cause. If Employee terminates Employee’s employment in a Termination for Good Reason or the Executive's Company terminates Employee’s employment for any reason other than those described in paragraphs 5(a) and (b) above, Parent or Employer shall pay or shall provide to Employee the following benefits and compensation: (1) The Earned Salary, as soon as practicable (but not more than 10 days) following Employee’s Date of Termination; (2) The Accrued Obligations, in accordance with applicable law and the provisions of any applicable plan, program, policy or practice; (3) Continued coverage, at the same costs that apply to similarly situated active employees, for Employee and Employee’s eligible dependents under the Employer’s group medical plans or, to the extent such continued coverage cannot be provided under such plan without adverse consequences for the Company or Employee due to non-discrimination requirements, then under an individual or group insurance policy that is substantially similar in all material respects to the coverage made available under such group health plans, for each of the following two periods (i) from the Employee’s Date of Termination until and including the 18 month anniversary of such termination; and (ii) from the day after the 18 month anniversary of the Employee’s Date of Termination and continuing until the earlier of (x) the lifetime of Employee (and, if she shall survive him, Employee’s Spouse) or (y) until the date Employee (and, in respect of any coverage available to Employee’s spouse, until such spouse) is eligible for full medical benefits under the provisions of Medicare; it being understood that standard coordination of benefits provisions apply so that any coverage made available to Employee hereunder shall be secondary to any such coverage made available to Employee by a subsequent employer or other entity providing such coverage in respect of Employee’s services and that Employee must accept that available coverage; and (4) If Employee shall have relocated Employee’s principal residence to enter into the Company’s employ, or otherwise relocated such residence at the request of the Company, within 1 year of the Change in Control Date, and if Employee elects to relocate to Employee’s original location following Employee’s Date of Termination, relocation benefits under the same relocation policy as applied to Employee’s initial relocation; provided that the benefits provided hereunder shall (i) be paid to Employee not later than the end of the calendar year following the year in which such the corresponding reimbursable relocation expenses are incurred and (ii) not be duplicative of any relocation benefits to which Employee is terminated entitled in connection with the plan, policy, program or practice of any subsequent employer; (5) To the extent that any award granted to Employee under Parent’s LTIP and outstanding on the Change in Control Date shall not have previously become fully vested and, as applicable, exercisable, payable, distributable and free of any transfer restrictions, such award shall be and become fully vested and, as applicable, exercisable, payable or distributable to, and transferable by, Employee on Employee’s Date of Termination, without any further action by the Employer Company or any other than person(s); provided, however, that (i) in the case of any award that vests upon the attainment of specified performance conditions, the extent to which such award becomes vested and payable will be contingent (to the extent specified in the applicable award agreement) upon the achievement of such criteria, as measured at the time of the Change in Control and (ii) if the award is deferred compensation subject to Section 409A that does not qualify for cause (an otherwise available exemption from such Section 409A, payment thereof shall be made to the Employee at the same time as the Separation Payment referenced in subparagraph 5(d)(6) and, if such payment is delayed for six months and other than a termination due to disability or death) or by one day following the Executive for good reasonDate of Termination, the Employer shall pay or provide be required to or on behalf contribute the amount payable in respect of such award to the Executive grantor trust referenced in the following:paragraph following such subparagraph 5(d)(6) at the same time, and subject to the same conditions, as apply with respect to such Separation Payment; (6) A Separation Payment in an amount equal to the sum of (i) the Executive's sum of 1.99 times Employee’s Protected Base Salary for and 2.99 times the remainderEmployee’s Target Bonus; (ii) Employee shall also receive the Separation Payment payable under Section 5(c), if anyon the same basis as though Employee had attained Normal Retirement Date immediately prior to the Date of Termination, regardless of whether Employee shall have attained Normal Retirement Date on or prior to the calendar month in which such termination is effective and Date of Termination; (iii) the product of (A) in the case of such an employment termination on or before the second (2nd) anniversary of the Effective Date, twenty-four (24) consecutive calendar months, or (B) in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior to the end of the severance period, he must promptly give notice thereof to the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received Target Bonus and to be received by the Executive from the Executive's other employment for services performed during such period. (iiB) the portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st in the then current calendar year which have elapsed as of the calendar year in which such termination occurs until the date Date of the Executive's employment terminationTermination, and (B) the denominator of which is 365.; (iiiiv) subject if Employee’s employment was terminated prior to the Executive's Change in Control Date, but Employee is deemed to have continued coin the Company’s employment for purposes of this Agreement until the Change in Control Date pursuant to paragraph 2 hereof, an amount equal to the value (as determined based on the fair market value of the Parent’s common stock on the Change in Control Date, but debiting therefrom any amount Employee would be required to pay to receive the benefit of such award) of any equity awards (including, without limitation, stock options, restricted stock units and restricted stock) granted to Employee under Parent’s LTIP that were outstanding but unvested (after taking into account any accelerated vesting thereof in connection with such termination of employment) on Employee’s Date of Termination; and (v) if the termination of employment is by the Company and if the Date of Termination is less than thirty (30) days after the date Notice of Termination is given, an amount equal to one-twelfth (1/12) of the Protected Base Salary. Payment of the Separation Payment shall be made within 10 business days after the Employee’s Date of Termination, provided that, if, at the Date of Termination, Employee is a Specified Employee, the portion of the Separation Payment described in subclauses (i), (ii) (iv) and (v) above shall be made six months and one day after Employee’s Date of Termination. Any such deferred portion of the Separation Payment payable to Employee shall be contributed by the Company or Employer within five (5) business days following the Date of Termination to a Grantor Trust, with such amount to be invested through the trust in Fixed Income Securities. When payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement any such deferred portion of the Executive's continued employment) Separation Payment is made in effect for active employees of accordance with the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefitssecond preceding sentence, as to any particular medical plan, continuation of coverage it shall be increased by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates an amount equal to the contrary, if earnings on the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled amounts contributed to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliatessuch Grantor Trust in respect of such deferred Separation Payment.

Termination for Good Reason or Without Cause. If If, during the COC Employment Period, the Executive's ’s employment hereunder is shall be terminated by the Employer Company other than for cause (and other than a termination due to disability Cause or death) Disability or by the Executive for good reasonGood Reason, the Employer Company shall: (1) within 30 days following the Executive’s Termination Date, pay the Executive a single sum cash amount equal to the sum of (i) the Unpaid Accrued Obligations; (ii) the product of three (or the number of whole and partial years from the Executive’s Termination Date until his 65th birthday, if less) multiplied by the sum of the Executive’s Annual Base Salary, plus the Executive’s Annual Bonus, plus the greater of the Highest Profit Sharing Contribution or the highest aggregate Company contribution to the Executive’s account under the Company’s qualified and nonqualified defined contribution retirement plans for any of the three years immediately preceding the Executive’s Termination Date; and (iii) the Executive’s Enhanced SERP Benefit; and (2) for the lesser of (x) three years after the Executive’s Termination Date and (y) the period through the Executive’s 65th birthday, continue health and welfare benefits to the Executive (and the Executive’s family, if applicable) at least equal to those which would have been provided in accordance with Subsection 6(c) hereof had the Executive not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other senior executives of the Company and its Affiliated Companies and their families; provided that such benefits coverage shall be secondary to any health and welfare benefits coverage for which the Executive becomes eligible under any plan or arrangement sponsored by a subsequent employer of the Executive; and provided further, that if Executive’s participation in any such program could result in adverse or unintended tax consequences to any participant in such program (including the Executive), the Company shall be entitled to provide Executive with substantially equivalent benefits through a separate program (including the provision of such benefits through the purchase of insurance) without regard to the tax treatment applicable to such separate program in lieu of permitting the Executive to participate in such program; (3) to the extent not theretofore paid or provided, pay or provide to the Executive all Other Benefits promptly when due; (4) waive any and all “reduction factors” imposed as a result of Executive’s age with respect to the Executive’s nonqualified supplemental or on behalf excess employee pension benefit plan if the Executive is at least age 50 as of the Executive the following:Termination Date; and (i5) if the Executive's Salary Executive is age 50 or greater as of the Termination Date, provide the Executive with coverage under the terms of the Company’s retiree medical plan (effective at the end of the post-employment period of extended health coverage) without regard to years of service for eligibility purposes but assuming the remainder, maximum Company-provided subsidy (if any) applies and applying 3 additional years of service credit for purposes of rate of contribution under such plan or any replacement or successor plan; provided, of the calendar month in which such termination is effective and (A) in the case of such an employment termination on or before the second (2nd) anniversary of the Effective Date, twenty-four (24) consecutive calendar months, or (B) in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, however that if the Executive obtains other employment prior to is age 45 or older at the end of the severance periodpost-employment period of extended health coverage, he must promptly give notice thereof provide the Executive, upon reaching age 55 and upon reaching the end of the period of extended health coverage following Executive’s Termination Date pursuant to Subsection 6(i)(2) hereof, with eligibility for the EmployerCompany’s retiree medical plan or any replacement or successor plan (including, and continued Salary payments under this Agreement for without limitation, any period after supplemental coverage applicable to executives) as if the Executive obtains other employment will be reduced by the amount had, as of the cash compensation received Termination Date, satisfied the age and to be received by service conditions for such plans and assuming the Executive from the Executive's other employment for services performed during such periodmaximum Company-provided subsidy (if any) applies. (ii) the portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st of the calendar year in which such termination occurs until the date of the Executive's employment termination, and (B) the denominator of which is 365. (iii) subject to the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement of the Executive's continued employment) in effect for active employees of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliates.

Termination for Good Reason or Without Cause. If Employee terminates Employee’s employment in a Termination for Good Reason or the Executive's Company terminates Employee’s employment hereunder is terminated by the Employer for any reason other than for cause those described in paragraphs 5(a) and (and other than a termination due to disability b) above, Parent or death) or by the Executive for good reason, the Employer shall pay or shall provide to or on behalf of Employee the Executive the followingfollowing benefits and compensation: (1) The Earned Salary, as soon as practicable (but not more than 10 days) following Employee’s Date of Termination; (2) The Accrued Obligations, in accordance with applicable law and the provisions of any applicable plan, program, policy or practice; (3) Continued coverage for Employee and Employee’s eligible dependents under the Employer’s group medical plans or, to the extent such continued coverage cannot be provided under such plan without adverse consequences for the Company or Employee due to non-discrimination requirements, then under an individual or group insurance policy that is substantially similar in all material respects to the coverage made available under such group health plans, for each of the following two periods (i) from Employee’s Date of Termination until and including the Executive's Salary for 36-month anniversary of such termination, with such coverage provided at no cost to Employee; and (ii) from the remainderday after the 36-month anniversary of Employee’s Date of Termination and continuing until the earlier of (x) the lifetime of Employee (and, if anyshe shall survive him, Employee’s spouse) or (y) until the date Employee (and, in respect of any coverage available to Employee’s spouse, until such spouse) is eligible for full medical benefits under the provisions of Medicare, with such coverage provided at the same costs that apply to similarly situated active employees; it being understood that standard coordination of benefits provisions apply so that any coverage made available to Employee hereunder shall be secondary to any such coverage made available to Employee by a subsequent employer or other entity providing such coverage in respect of Employee’s services and that Employee must accept that available coverage. (4) If Employee shall have relocated Employee’s principal residence to enter into the Company’s employ, or otherwise relocated such residence at the request of the Company, within 1 year of the Change in Control Date, and if Employee elects to relocate to Employee’s original location following Employee’s Date of Termination, relocation benefits under the same relocation policy as applied to Employee’s initial relocation; provided that the benefits provided hereunder shall (i) be paid to Employee not later than the end of the calendar month year following the year in which such termination is effective the corresponding reimbursable relocation expenses are incurred and (Aii) not be duplicative of any relocation benefits to which Employee is entitled in connection with the plan, policy, program or practice of any subsequent employer; (5) To the extent that any award granted to Employee under Parent’s LTIP and outstanding on the Change in Control Date shall not have previously become fully vested and, as applicable, exercisable, payable, distributable and free of any transfer restrictions, such award shall be and become fully vested and, as applicable, exercisable, payable or distributable to, and transferable by, Employee on Employee’s Date of Termination, without any further action by the Company or any other person(s); provided, however, that (i) in the case of any award that vests upon the attainment of specified performance conditions and the agreement or plan pertaining to such an employment termination on award does not expressly provide for the treatment of such award upon or before following a Change in Control, the second extent to which such award becomes vested and payable will be contingent (2ndto the extent specified in the applicable award agreement) anniversary upon the achievement of such criteria, as measured at the time of the Effective DateChange in Control and (ii) if the award is deferred compensation subject to Section 409A that does not qualify for an otherwise available exemption from such Section 409A, twenty-four (24payment thereof shall be made to Employee at the same time as the Separation Payment referenced in subparagraph 5(d)(6) consecutive calendar monthsand, or (B) if such payment is delayed for six months and one day following the Date of Termination, the Employer shall be required to contribute the amount payable in respect of such award to the grantor trust referenced in the case paragraph following such subparagraph 5(d)(6) at the same time, and subject to the same conditions, as apply with respect to such Separation Payment; and (6) A Separation Payment in an amount equal to the sum of such an employment termination after (i) 2.99 times the second (2nd) anniversary sum of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior to the end of the severance period, he must promptly give notice thereof to the Employer, and continued Employee’s Protected Base Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Executive from the Executive's other employment for services performed during such period. (ii) the portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st of the calendar year in which such termination occurs until the date of the Executive's employment termination, and (B) the denominator greater of which is 365. (iiix) subject to Employee’s Target Bonus or (y) the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement average of the Executive's continued employment) annual bonuses paid to Employee in effect for active employees respect of the Employer during three years immediately preceding the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliates.Effective Date;

Termination for Good Reason or Without Cause. If the Executive's employment hereunder is Employment Period shall be terminated by the Employer other than for cause (and other than a termination due to disability or death) or by the Executive for good reasonGood Reason or by the Company without Cause, the Employer Executive shall pay or provide to or on behalf continue to: (a) receive Base Salary through the six (6) month anniversary of the Executive Date of Termination, such amount to be paid in accordance with the following: regular payroll practices of the Company (except that any amount otherwise payable after the Date of Termination and prior to the sixtieth (60th) day following the Date of Termination shall instead be paid on such sixtieth (60th) day), and except that any amount payable after the Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company will be subject to Section 12.09 below; (b) receive an amount equal to the sum of (i) the Executive's Salary for the remainder, if any, ’s target annual bonus plus (ii) a pro-rated portion of the Executive’s target annual bonus based on the number of days elapsed in the calendar month year through the date Notice of Termination is given, one half of which amount shall be paid in cash in a single lump sum on the date that is sixty (60) days following the Date of Termination and the remaining half of which shall be paid in accordance with the regular payroll practices of the Company (except that any amount otherwise payable after the Date of Termination and prior to the sixtieth (60th) day following the Date of Termination shall instead be paid on such termination is effective sixtieth (60th) day); (c) receive benefits set forth in Section 4.03 above through the Date of Termination, except that any amount payable after the Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company will be subject to Section 12.09 below, and (Ad) receive his major medical insurance coverage benefits from the Company’s plan in effect from time to time (provided the case Executive continues to pay the portion of the premiums for such coverage that are charged to similarly situated active employees) for a period equal to the lesser of (i) six (6) months after the Date of Termination, and (ii) until the Executive is provided by another employer with benefits substantially comparable to the benefits provided by such plan; and (f) receive reimbursement for all Reimbursable Expenses incurred by the Executive prior to the Date of Termination. The Executive’s entitlements under all other benefit plans and programs of the Company shall be as determined thereunder. Notwithstanding the foregoing, the Executive shall be entitled to the amounts described above (other than Base Salary and benefits as set forth in Section 4.03 through the Date of Termination) only if (i) the Executive has entered into an employment termination irrevocable (except to the extent required by law, and to the extent required by law to be revocable, has not revoked) general release of claims, which, subject to Section 5.07 below, is reasonably satisfactory to the Company (“Release”), on or before the second date that is fifty (2nd50) anniversary days following the Date of the Effective Date, twenty-four Termination (24) consecutive calendar months, or (B) in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment not prior to the end Date of the severance period, he must promptly give notice thereof to the EmployerTermination), and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Executive from the Executive's other employment for services performed during such period. (ii) the portion Executive has not breached and does not breach the provisions of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performanceSections 6.01, as reasonably determined by the Board 7.01, 8.01, 9.01, 9.02 or 11.01 of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st of the calendar year in which such termination occurs until the date of the Executive's employment termination, and (B) the denominator of which is 365this Agreement. (iii) subject to the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement of the Executive's continued employment) in effect for active employees of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliates.

Termination for Good Reason or Without Cause. If the Executive's employment hereunder is Employment Period shall be terminated by the Employer other than for cause (and other than a termination due to disability or death) or by the Executive for good reason, the Employer shall pay or provide to or on behalf of the Executive the following: (i) the Executive's Salary for the remainder, if any, of the calendar month in which such termination is effective and (A) in the case of such an employment termination on or before the second (2nd) anniversary of the Effective Date, twenty-four (24) consecutive calendar months, or (B) in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior to the end of the severance period, he must promptly give notice thereof to the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received Employment Period (a) by the Executive from for Good Reason, or (b) by the Executive's other employment Company without Cause, provided the Executive has delivered a signed Release of claims reasonably satisfactory to the Company (the “Release”) to the Company pursuant to the notice provision of Section 10.07 within ninety (90) days of the Date of Termination and not revoked the Release within the seven-day revocation period provided for services performed during such period. in the Release, the Executive shall be paid solely (i) Base Salary through the Date of Termination and any annual bonus awarded in accordance with the Company‘s bonus program but not yet paid; (ii) an amount equal to one (1) times the Base Salary (to be paid in twelve monthly installments following the Date of Termination); (iii) a pro-rata portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on ’s bonus for the then current actual performanceyear of termination, as reasonably determined calculated by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is reference to the number of days from January 1st during the bonus year during which he was employed by the Company, as determined to be earned by the Compensation Committee of the Board, or the Board as applicable, pursuant to the applicable bonus plan; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the Date of Termination; and (vi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clause (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable bonus plan subject to the attainment of the performance goals applicable to such bonus award and will be paid in such form and at such time as bonuses for that year are paid to other executives of the Company as determined by the Compensation Committee or Board, as applicable. The amount described in clause (vi) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination occurs until of employment results in severance benefits being paid under any change in control agreement (or any successor thereto), no amounts or benefits will be paid to the date Executive under this Section 5.02 or 5.05. The Executive further agrees that in the event that the Employment Period is terminated prior to the end of the Executive's employment terminationEmployment Period by the Executive under clause (c) under the definition of Good Reason, the Company may cease making payments under (ii) and (B) the denominator of which is 365. (iii) subject above (and Executive will reimburse the Company for any payments made under (ii) and (iii) above with respect to such termination) in the event that the Executive accepts employment with the acquirer of all or substantially all of the assets of the Company prior to the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement end of the Executive's continued employmenttwelve month payment period during which payments under (ii) in effect for active employees of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not will be entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliatesmade.

Termination for Good Reason or Without Cause. If the Executive's employment hereunder is Employment Period shall be terminated by the Employer other than for cause (and other than a termination due to disability or death) or by the Executive for good reasonGood Reason or by the Company without Cause, the Employer Executive shall pay or provide to or on behalf continue to: (a) receive Base Salary through the six (6) month anniversary of the Executive Date of Termination, such amount to be paid in accordance with the following: regular payroll practices of the Company (except that any amount otherwise payable after the Date of Termination and prior to the sixtieth (60th) day following the Date of Termination shall instead be paid on such sixtieth (60th) day), and except that any amount payable after the Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A‐1(h)) with the Company will be subject to Section 12.09 below; (b) receive an amount equal to the sum of (i) the Executive's Salary for the remainder, if any, ’s target annual bonus plus (ii) a pro‐rated portion of the Executive’s target annual bonus based on the number of days elapsed in the calendar month year through the date Notice of Termination is given, one half of which amount shall be paid in cash in a single lump sum on the date that is sixty (60) days following the Date of Termination and the remaining half of which shall be paid in accordance with the regular payroll practices of the Company (except that any amount otherwise payable after the Date of Termination and prior to the sixtieth (60th) day following the Date of Termination shall instead be paid on such termination is effective sixtieth (60th) day); (c) receive benefits set forth in Section 4.03 above through the Date of Termination, except that any amount payable after the Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A‐1(h)) with the Company will be subject to Section 12.09 below, and (Ad) receive his major medical insurance coverage benefits from the Company’s plan in effect from time to time (provided the case Executive continues to pay the portion of the premiums for such coverage that are charged to similarly situated active employees) for a period equal to the lesser of (i) six (6) months after the Date of Termination, and (ii) until the Executive is provided by another employer with benefits substantially comparable to the benefits provided by such plan; and (e) receive reimbursement for all Reimbursable Expenses incurred by the Executive prior to the Date of Termination. The Executive’s entitlements under all other benefit plans and programs of the Company shall be as determined thereunder. Notwithstanding the foregoing, the Executive shall be entitled to the amounts described above (other than Base Salary and benefits as set forth in Section 4.03 through the Date of Termination) only if (i) the Executive has entered into an employment termination irrevocable (except to the extent required by law, and to the extent required by law to be revocable, has not revoked) general release of claims, which, subject to Section 5.07 below, is reasonably satisfactory to the Company (“Release”), on or before the second date that is fifty (2nd50) anniversary days following the Date of the Effective Date, twenty-four Termination (24) consecutive calendar months, or (B) in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment not prior to the end Date of the severance period, he must promptly give notice thereof to the EmployerTermination), and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Executive from the Executive's other employment for services performed during such period. (ii) the portion Executive has not breached and does not breach the provisions of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performanceSections 6.01, as reasonably determined by the Board 7.01, 8.01, 9.01, 9.02 or 11.01 of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st of the calendar year in which such termination occurs until the date of the Executive's employment termination, and (B) the denominator of which is 365this Agreement. (iii) subject to the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement of the Executive's continued employment) in effect for active employees of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliates.

Termination for Good Reason or Without Cause. If Except as otherwise set forth in Section 5.09 below, if the Executive's employment hereunder is Employment Period shall be terminated by the Employer other than for cause (and other than a termination due to disability or deatha) or by the Executive for good reasonGood Reason, or (b) by the Employer shall pay or provide to or on behalf of Companies not for Cause, provided in either case that the Executive the following: (i) the Executive's Salary for the remainderhas executed, if any, of the calendar month in which such termination is effective and (A) in the case of such an employment termination on or before the second date that is fifty (2nd50) anniversary days following the date of his termination of employment, an irrevocable (except to the Effective Date, twenty-four (24extent required by law to be revocable) consecutive calendar months, or (B) general release of claims in the case of form attached hereto as Exhibit A, and does not revoke such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment release prior to the end of the severance seven-day statutory revocation period, he must promptly give notice thereof to the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Executive from the Executive's other employment for services performed during such period. (ii) the portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st of the calendar year in which such termination occurs until the date of the Executive's employment termination, and (B) the denominator of which is 365. (iii) subject to the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement of the Executive's continued employment) in effect for active employees of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled solely to the following: (i) Base Salary and accrued unused vacation through the Date of Termination, paid on the Companies’ normal payroll payment date; (ii) an amount equal to two times the sum of Base Salary and the Executive’s Annual Target Bonus for the year of termination (or the Base Salary or Annual Target Bonus for the prior year if reduction of the Executive’s Base Salary or target annual bonus, or both, was the event giving rise to Good Reason), provided that, the Executive shall be entitled to receive any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01, 7.01, 8.01 or Article 9 below; (iii) a bonus for the year of termination of employment equal to the Executive’s actual annual bonus for such year pro rated for the number of full months during the bonus year prior to the Date of Termination, to be paid, subject to Section 13.14 below (including but not limited to any delay in payment due to application of the Delay Period), seventy-five (75) days after the end of the fiscal year during which the bonus was eligible to be earned; (iv) notwithstanding anything to the contrary in any equity award agreement, the Option granted under Section 4.05 herein and the RSUs granted under Section 4.06 herein shall fully vest and the RSUs shall be settled immediately and the Option shall become exercisable (provided that all other payments equity awards granted to the Executive pursuant to Section 4.07 or otherwise shall instead be subject to the terms of the Stock Plan and applicable award agreement(s)); and (v) medical benefits as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that duplicative severance benefits shall not be payable under any other plan or similar plan maintained program. Amounts described in clause (ii) above will be paid, subject to Section 13.14 below (including, but not limited to, any delay in payment due to application of the Delay Period), in twelve (12) equal monthly installments, the first two (2) of which shall be paid on the date that is two (2) months following the Date of Termination and the next ten (10) of which will be paid in ten (10) equal monthly installments commencing on the date that is three (3) months following the Date of Termination and continuing on each of the next nine (9) monthly anniversaries of the Date of Termination. In addition, the Executive shall be reimbursed for all Reimbursable Expenses incurred by the Employer Executive prior to such termination in accordance with Section 4.04 and Section 13.14 herein. For the purposes of this Agreement, the actual annual bonus shall be determined by the Committee. In addition, the provisions of clause (iv), above, shall apply to any involuntary termination of Executive’s employment by the Company without Cause or its Affiliatesvoluntary termination by Executive for Good Reason occurring on or after expiration of the Employment Period under Section 5.01 following any Company notice to Executive that the Employment Period will not be automatically so extended (and for the avoidance of doubt, this sentence and related provisions of this Agreement shall survive any such expiration of the Employment Period).

Termination for Good Reason or Without Cause. If i. At any time during the Executive's employment hereunder is terminated by the Employer other than for cause (and other than a termination due to disability or death) or by the Executive for good reasonTerm, the Employer shall pay or provide to or on behalf of the Executive the following: (i) the Executive's Salary for the remainder, if any, of the calendar month in which such termination is effective and (A) Executive may terminate the Term and Executive’s employment hereunder for Good Reason; and (B) the Company may terminate the Term and Executive’s employment hereunder without Cause (that is, other than by death, Disability or for Cause, in accordance with Section 5(a), 5(b) or 5(c), respectively). Upon the termination of the Term and Executive’s employment hereunder pursuant to this Section 5(d), Executive shall receive the Accrued Amounts. In addition, subject to Executive’s continued material compliance with the provisions of Sections 6, 7, 8 and 11(m) of this Agreement and Executive’s execution, delivery and non-revocation of an effective release of claims against the Company Group substantially in the case form attached hereto as Exhibit C (the “Release”), which Release must be executed (and not revoked) by Executive within sixty (60) days following the date of such an employment Executive’s termination on or before (the second “Release Period”), Executive shall be entitled to (2ndx) anniversary cash severance (the “Severance Payment”) equal to two times (2.0x) the sum of the Effective DateBase Salary plus the Target Bonus, which Severance Payment shall be payable in accordance with the Company’s usual payroll practices in equal installments over the twenty-four (24) consecutive calendar monthsperiod following the date of termination, with the first such installment to be paid on the first payroll date after the release becomes effective; and (y) if Executive and any of Executive’s eligible dependents, in each case, who participate in the Company’s medical, dental, vision and prescription drug plans as of the date of termination, timely elect COBRA coverage under such plans, the Company shall pay directly, or (B) in the case reimburse Executive for, a portion of such an employment termination after COBRA premiums (on a monthly basis) equal to the second (2nd) anniversary employer portion of the Effective Date, eighteen premium for active employees for a period of twenty-four (1824) consecutive calendar months thereafter, but in no event shall following the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period")date of termination; provided howeverprovided, that if the Executive obtains other employment prior and to the end extent that any benefit described in this clause (y) is not or cannot be paid or provided under any Company plan or program without adverse tax consequences to the Company, then the Company shall pay Executive a monthly payment in an amount equal to the Company’s cost of providing such benefit. The reimbursement of such premiums (or the monthly payment, if applicable) provided under clause (y) of this Section 5(d) shall cease to be effective as of the severance perioddate Executive becomes eligible for coverage under the medical, he must promptly give notice thereof dental, vision and prescription drug insurance plans of a subsequent employer with respect to the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Executive from the Executive's other employment for services performed during such periodcorresponding benefit provided hereunder. (ii) the portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st of the calendar year in which such termination occurs until the date of the Executive's employment termination, and (B) the denominator of which is 365. (iii) subject to the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement of the Executive's continued employment) in effect for active employees of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliates.

Termination for Good Reason or Without Cause. If Except as otherwise set forth in Section 5.09 below, if the Executive's employment hereunder is Employment Period shall be terminated by the Employer other than for cause (and other than a termination due to disability or deatha) or by the Executive for good reasonGood Reason, or (b) by the Employer shall pay or provide to or on behalf of Companies not for Cause (such termination, a “Qualifying Termination”), provided the Executive the following: (i) the Executive's Salary for the remainderhas executed, if any, of the calendar month in which such termination is effective and (A) in the case of such an employment termination on or before the second date that is fifty (2nd50) anniversary days following the date of his termination of employment, an irrevocable (except to the Effective Date, twenty-four (24extent required by law to be revocable) consecutive calendar months, or (B) general release of claims in the case of form attached hereto as Exhibit A, and does not revoke such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment release prior to the end of the severance seven day statutory revocation period, he must promptly give notice thereof the Executive shall be entitled solely to the Employerfollowing: (i) Base Salary through the Date of Termination, paid on the Companies’ normal payroll payment date; (ii) an amount equal to two times the sum of Base Salary and continued the Executive’s target annual bonus amount for the year of termination (or the Base Salary payments under this Agreement or target annual bonus for any period after the prior year if reduction of the Executive’s Base Salary or target annual bonus, or both, was the event giving rise to Good Reason), provided that, the Executive obtains other shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01, 7.01, 8.01 or Article 9 below; (iii) a bonus for the year of termination of employment will equal to the Executive’s target annual bonus for such year pro rated for the number of full months during the bonus year prior to such termination of employment, to be reduced by paid, subject to Section 13.14 below, (sixty) 60 days following such termination of employment; (iv) notwithstanding anything to the amount contrary in any equity award agreement, all of the cash compensation received restricted stock, restricted stock units and to be received stock options held by the Executive from shall vest and/or become exercisable on the Executive's other employment for services performed during such period. Date of Termination; and (iiv) medical benefits as provided in Section 5.05 below. Further, except as otherwise set forth in Section 5.09 below, the portion provisions of this Section 5.03, including the rights and obligations of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performanceExecutive stated herein, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, apply if (A) the numerator of which is the number of days from January 1st of the calendar year Qualifying Termination occurs on or within two (2) years following a Change in which such termination occurs until the date of the Executive's employment termination, and Control or (B) on or within two (2) years following a Change in Control of the denominator Company or following the Company’s shares ceasing to be publicly traded, the Executive terminates his employment because of the failure of the Executive to be both a member of the board of directors and chief executive officer of the successor or acquiring entity (including the ultimate parent of such entity). The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that duplicative severance benefits shall not be payable under any other plan or program. Amounts described in clause (ii) above will be paid, subject to Section 13.14 below, in twelve (12) equal monthly installments, the first two (2) of which shall be paid on the date that is 365. two (iii2) subject to months following the Executive's continued co-payment Date of premiums, continued participation during Termination and the severance period next ten (10) of which will be paid in all medical plans ten (10) equal monthly installments commencing on the date that cover is three (3) months following the Executive (Date of Termination and his eligible dependents) upon the same terms and conditions (except for the requirement continuing on each of the Executive's continued employmentnext nine (9) in effect for active employees monthly anniversaries of the Employer during the severance periodDate of Termination. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a)In addition, the Executive shall not be entitled to receive any other payments or benefits under any other severance or similar plan maintained reimbursed for all Reimbursable Expenses incurred by the Employer or its AffiliatesExecutive prior to such termination in accordance with Section 4.04 and Section 13.14 herein.

Termination for Good Reason or Without Cause. If Employee terminates Employee’s employment in a Termination for Good Reason or the Executive's Company terminates Employee’s employment hereunder is terminated by the Employer for any reason other than for cause those described in paragraphs 5(a) and (and other than a termination due to disability b) above, Parent or death) or by the Executive for good reason, the Employer shall pay or shall provide to or on behalf of Employee the Executive the followingfollowing benefits and compensation: (1) The Earned Salary, as soon as practicable (but not more than 10 days) following Employee’s Date of Termination; (2) The Accrued Obligations, in accordance with applicable law and the provisions of any applicable plan, program, policy or practice; (3) Continued coverage following Employee’s Date of Termination, at the same costs that apply to similarly situated active employees, for Employee and Employee’s eligible dependents under whichever of the Company’s group medical plans in which Employee was participating prior to the Date of Termination or, to the extent such continued coverage cannot be provided under such plan without adverse consequences for the Company or Employee due to non-discrimination requirements, then under an individual or group insurance policy that is substantially similar in all material respects to the coverage made available under such group health plan(s), for each of the following two periods (i) from the Executive's Employee’s Date of Termination until and including the 18 month anniversary of such termination; and (ii) from the day after the 18 month anniversary of the Employee’s Date of Termination and continuing until the end of the period over which the Protected Base Salary payable as part of the Separation Payment under subparagraph 5(c)(6) would have been payable if it had been paid over time in accordance with the Employer’s payroll practices as in effect at the Change in Control Date; provided, however, that such continued coverage shall cease if and when Employee becomes eligible for comparable coverage under the remaindergroup health plan(s) of a subsequent employer; and (4) If Employee shall have relocated Employee’s principal residence to enter into the Company’s employ, or otherwise relocated such residence at the request of the Company, within 1 year of the Change in Control Date, and if anyEmployee elects to relocate to Employee’s original location following Employee’s Date of Termination, relocation benefits under the same relocation policy as applied to Employee’s initial relocation; provided that the benefits provided hereunder shall (i) be paid to Employee not later than the end of the calendar month year following the year in which such termination is effective the corresponding reimbursable relocation expenses are incurred and (Aii) not be duplicative of any relocation benefits to which Employee is entitled in connection with the plan, policy, program or practice of any subsequent employer; (5) To the extent that any award granted to Employee under Parent’s LTIP and outstanding on the Change in Control Date shall not have previously become fully vested and, as applicable, exercisable, payable, distributable and free of any transfer restrictions, such award shall be and become fully vested and, as applicable, exercisable, payable or distributable to, and transferable by, Employee on Employee’s Date of Termination, without any further action by the Company or any other person(s); provided, however, that (i) in the case of any award that vests upon the attainment of specified performance conditions, the extent to which such an employment termination on or before award becomes vested and payable will be contingent (to the second (2ndextent specified in the applicable award agreement) anniversary upon the achievement of such criteria, as measured at the time of the Effective DateChange in Control and (ii) if the award is deferred compensation subject to Section 409A that does not qualify for an otherwise available exemption from such Section 409A, twenty-four (24payment thereof shall be made to the Employee at the same time as the Separation Payment referenced in subparagraph 5(c)(6) consecutive calendar monthsand, or (B) if such payment is delayed for six months and one day following the Date of Termination, the Employer shall be required to contribute the amount payable in respect of such award to the grantor trust referenced in the case of paragraph following such an employment termination after subparagraph 5(c)(6) at the second (2nd) anniversary of the Effective Datesame time, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior and subject to the end of the severance periodsame conditions, he must promptly give notice thereof as apply with respect to such Separation Payment; (6) A Separation Payment in an amount equal to the Employer, sum of (i) 2 times the sum of Employee’s Protected Base Salary and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Executive from the Executive's other employment for services performed during such period.Target Bonus; (ii) the portion product of (A) the amount of the Executive's Annual Incentive Compensation under Section 3.2(aTarget Bonus and (B) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st in the then current calendar year which have elapsed as of the calendar year in which such termination occurs until the date Date of the Executive's employment terminationTermination, and (B) the denominator of which is 365.; (iii) if Employee’s employment was terminated prior to the Change in Control Date, but Employee is deemed to have continued in the Company’s employment for purposes of this Agreement until the Change in Control Date pursuant to paragraph 2 hereof, an amount equal to the value (as determined based on the fair market value of the Parent’s common stock on the Change in Control Date, but debiting therefrom any amount Employee would be required to pay to receive the benefit of such award) of any equity awards (including, without limitation, stock options, restricted stock units and restricted stock) granted to Employee under Parent’s LTIP that were outstanding but unvested (after taking into account any accelerated vesting thereof in connection with such termination of employment) on Employee’s Date of Termination; and (iv) if the termination of employment is by the Company and if the Date of Termination is less than thirty (30) days after the date Notice of Termination is given, an amount equal to one-twelfth (1/12) of the Protected Base Salary. Payment of the Separation Payment shall be made within 10 business days after the Employee’s Date of Termination, provided that, if, at the Date of Termination, Employee is a Specified Employee, the portion of the Separation Payment described in subclauses (i), (iii) and (iv) above shall be made six months and one day after Employee’s Date of Termination. Any such deferred portion of the Separation Payment payable to Employee shall be contributed by the Company or Employer within five (5) business days following the Date of Termination to a grantor trust in the United States subject to the Executive's continued co-claims of the grantor’s creditors (a “Grantor Trust”), with such amount to be invested through the trust in U.S. Treasury securities or money market investments, with the principal investment purpose being to preserve principal (“Fixed Income Securities”). When payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement any such deferred portion of the Executive's continued employment) Separation Payment is made in effect for active employees of accordance with the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefitssecond preceding sentence, as to any particular medical plan, continuation of coverage it shall be increased by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates an amount equal to the contrary, if earnings on the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled amounts contributed to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliatessuch Grantor Trust in respect of such deferred Separation Payment.

Termination for Good Reason or Without Cause. If Employee terminates Employee’s employment in a Termination for Good Reason or the Executive's Company terminates Employee’s employment for any reason other than those described in paragraphs 5(a) and (b) above, Parent or Employer shall pay or shall provide to Employee the following benefits and compensation: (1) The Earned Salary, as soon as practicable (but not more than 10 days) following Employee’s Date of Termination; (2) The Accrued Obligations, in accordance with applicable law and the provisions of any applicable plan, program, policy or practice; (3) Continued coverage following Employee’s Date of Termination, at the same costs that apply to similarly situated active employees, for Employee and Employee’s eligible dependents under whichever of the Company’s group medical plans in which Employee was participating prior to the Date of Termination or, to the extent such continued coverage cannot be provided under such plan without adverse consequences for the Company or Employee due to non-discrimination requirements, then under an individual or group insurance policy that is substantially similar in all material respects to the coverage made available under such group health plan(s), for each of the following two periods (i) from Employee’s Date of Termination until and including the 18 month anniversary of such termination; and (ii) from the day after the 18 month anniversary of Employee’s Date of Termination and continuing until the day before the second anniversary of the Employee’s Date of Termination; provided, however, that such continued coverage shall cease if and when Employee becomes eligible for comparable coverage under the group health plan(s) of a subsequent employer; (4) If Employee shall have relocated Employee’s principal residence to enter into the Company’s employ, or otherwise relocated such residence at the request of the Company, within 1 year of the Change in Control Date, and if Employee elects to relocate to Employee’s original location following Employee’s Date of Termination, relocation benefits under the same relocation policy as applied to Employee’s initial relocation; provided that the benefits provided hereunder shall (i) be paid to Employee not later than the end of the calendar year following the year in which such the corresponding reimbursable relocation expenses are incurred and (ii) not be duplicative of any relocation benefits to which Employee is terminated entitled in connection with the plan, policy, program or practice of any subsequent employer; (5) To the extent that any award granted to Employee under Parent’s LTIP and outstanding on the Change in Control Date shall not have previously become fully vested and, as applicable, exercisable, payable, distributable and free of any transfer restrictions, such award shall be and become fully vested and, as applicable, exercisable, payable or distributable to, and transferable by, Employee on Employee’s Date of Termination, without any further action by the Employer Company or any other than person(s); provided, however, that (i) in the case of any award that vests upon the attainment of specified performance conditions and the agreement or plan pertaining to such award does not expressly provide for cause the treatment of such award upon or following a Change in Control, the extent to which such award becomes vested and payable will be contingent (to the extent specified in the applicable award agreement) upon the achievement of such criteria, as measured at the time of the Change in Control and other than a termination due (ii) if the award is deferred compensation subject to disability or deathSection 409A that does not qualify for an otherwise available exemption from such Section 409A, payment thereof shall be made to Employee at the same time as the Separation Payment referenced in subparagraph 5(d)(6) or by and, if such payment is delayed for six months and one day following the Executive for good reasonDate of Termination, the Employer shall pay or provide be required to or on behalf contribute the amount payable in respect of such award to the Executive grantor trust referenced in the following:paragraph following such subparagraph 5(d)(6) at the same time, and subject to the same conditions, as apply with respect to such Separation Payment; and (6) A Separation Payment in an amount equal to the sum of (i) the Executive's sum of 1 times Employee’s Protected Base Salary for and 2 times Employee’s Target Bonus; (ii) Employee shall also receive the remainderSeparation Payment payable under subparagraph 5(c)(3), if anyon the same basis as though Employee had attained Normal Retirement Date immediately prior to the Date of Termination, regardless of whether Employee shall have attained Normal Retirement Date on or prior to the calendar month in which such termination is effective and Date of Termination; (iii) the product of (A) in the case of such an employment termination on or before the second (2nd) anniversary of the Effective Date, twenty-four (24) consecutive calendar months, or (B) in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior to the end of the severance period, he must promptly give notice thereof to the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received Target Bonus and to be received by the Executive from the Executive's other employment for services performed during such period. (iiB) the portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st in the then current calendar year which have elapsed as of the calendar year in which such termination occurs until the date Date of the Executive's employment terminationTermination, and (B) the denominator of which is 365.; (iiiiv) subject if Employee’s employment was terminated prior to the Executive's Change in Control Date, but Employee is deemed to have continued coin the Company’s employment for purposes of this Agreement until the Change in Control Date pursuant to paragraph 2 hereof, an amount equal to the value (as determined based on the fair market value of the Parent’s common stock on the Change in Control Date, but debiting therefrom any amount Employee would be required to pay to receive the benefit of such award) of any equity awards (including, without limitation, stock options, restricted stock units and restricted stock) granted to Employee under Parent’s LTIP that were outstanding but unvested (after taking into account any accelerated vesting thereof in connection with such termination of employment) on Employee’s Date of Termination; and (v) if the termination of employment is by the Company and if the Date of Termination is less than 30 days after the date Notice of Termination is given, an amount equal to one-twelfth (1/12) of the Protected Base Salary. Payment of the Separation Payment shall be made within 10 business days after Employee’s Date of Termination, provided that, if, at the Date of Termination, Employee is a Specified Employee, the portion of the Separation Payment described in subclauses (i), (ii), (iv) and (v) above shall be made six months and one day after Employee’s Date of Termination. Any such deferred portion of the Separation Payment payable to Employee shall be contributed by the Company or Employer within five business days following the Date of Termination to a Grantor Trust, with such amount to be invested through the trust in Fixed Income Securities. When payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement any such deferred portion of the Executive's continued employment) Separation Payment is made in effect for active employees of accordance with the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefitssecond preceding sentence, as to any particular medical plan, continuation of coverage it shall be increased by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates an amount equal to the contrary, if earnings on the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled amounts contributed to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliatessuch Grantor Trust in respect of such deferred Separation Payment.

Termination for Good Reason or Without Cause. If the Executive's employment hereunder is terminated by (A) during the Employer other than for cause (and other than a termination due to disability or death) or Employment Period by the Executive for good reasonGood Reason or (B) during the Employment Period by the Company other than by reason of (i) death, (ii) disability pursu ant to Section 10 hereof, or (iii) Cause (any such termi nations to be subject to the procedures set forth in Section 11 hereof), then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits and (in lieu of any compensation pursuant to Section 4 with respect to periods following the Termina tion Date), as liquidated damages and additional sever ance pay, the Employer shall pay or provide to or on behalf of the Executive the followingfollowing additional payments and benefits: (i) No later than five days following the Executive's Salary for Termina tion Date, the remainder, if any, Company shall pay to the Executive the total amount of the calendar month Retention Bonus (if not previously paid); (ii) No later than five days following the Termina tion Date, the Company shall pay to the Executive the total amount of base salary and Annual Bonus (at a rate equal to 100% of the annual bonus of the Most Highly Compensated Officer with respect to the year immediately prior to the year in which such termination is effective and (Athe Termination Date occurred) in that would have been payable to him with respect to the case of such an employment termination on or before the second (2nd) anniversary remainder of the Effective Date, twenty-four Employment Period; (24iii) consecutive calendar months, or (B) in Until the case earlier of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior to the end of the severance period, he must promptly give notice thereof Employ ment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the Employerfollowing benefits, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will shall continue to be reduced covered, at the expense of the Company, by the amount same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given; (iv) For the remainder of the cash compensation received and to be received by Employment Period, the Executive from shall receive professional outplacement coun seling and executive placement services, at the expense of the Company, at a cost not to exceed 20% of the Execu tive's annual base salary as of the date immediately prior to the date the Notice of Termination is given; (v) In addition to the retirement benefits to which the Executive is entitled under the Company Retirement Plan and the Executive's other employment for services performed during such period. Supplemental Executive Retire ment Plan (iicollectively, the "Pension Plans") or any suc cessor plans thereto, the Company shall pay the Executive an amount, payable in a single lump sum payment by no later than five days following the Termination Date, equal to (i) the portion actuarial equivalent of the Executive's Annual Incentive Compensation under Section 3.2(aretirement pension (determined as a straight life annuity commencing at the date as of which the actuarial equivalent of such annuity is greatest) that otherwise which the Executive would have been payable based on accrued under the then current actual performanceterms of the Pension Plans, determined as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, if (A) the numerator Executive were fully vested thereunder and had accumulated after the Termination Date additional months of which is service credit thereunder equal to the number of days from January 1st of months remaining in the calendar year in which such termination occurs until the date of the Executive's employment termination, Employment Period and (B) the denominator Executive had been credited under the Pension Plans during such period with compensation equal to the Execu tive's highest rate of salary achieved during the period of his employment with the Company and OBC, minus (ii) the actuarial equivalent of the retirement pension (de termined as a straight life annuity commencing at the date (but in no event earlier than the Termination Date) as of which the actuarial equivalent of such annuity is 365. (iiigreatest) subject which the Executive had accrued pursuant to the Executive's continued co-payment provisions of premiumsthe Pension Plans as of the Termination Date. For purposes of this Section 7(v), continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon "actuarial equivalent" shall be determined using the same terms and conditions (except for the requirement of the Executive's continued employment) in effect for active employees of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights assump- tions utilized under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates Company Retirement Plan immedi ately prior to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its AffiliatesTermination Date.

Termination for Good Reason or Without Cause. If the Executive's employment hereunder is terminated by the Employer other than for cause (and other than a termination due to disability or death) or by the Executive for good reasonAt any time, the Employer shall pay or provide to or on behalf of the Executive the following: (i) the Executive may terminate Executive's Salary for the remainder, if any, of the calendar month in which such termination is effective and (A) in the case of such an employment termination on or before the second (2nd) anniversary of the Effective Date, twenty-four (24) consecutive calendar months, or (B) in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior to the end of the severance period, he must promptly give notice thereof to the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Executive from the Executive's other ’s employment for services performed during such period. “Good Reason” (as defined below), provided the Company has not previously notified him of its intent to terminate his employment for Cause and (ii) the portion Company may terminate Executive’s employment without Cause (that is, other than by death, Disability or for Cause, in accordance with Section 8(a), 8(b) or 8(c), respectively). “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any of the following events: (A) a material reduction in the nature or scope of Executive's Annual Incentive Compensation under Section 3.2(a’s responsibilities, duties and/or authority; provided, that a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless Executive’s responsibilities, duties and/or or authority are materially reduced; (B) a material reduction in Executive’s then-current Base Salary, which the Company and Executive agree is at least 10% of Executive’s then-current Base Salary; provided, that otherwise would have been payable based on a reduction in Base Salary shall not be “Good Reason” to the then current actual performanceextent that the salary reduction is made as part of a broader salary reduction program of the Company Group affecting a majority of similarly situated employees; (C) a material reduction in the responsibilities, as reasonably determined duties and/or authority of the supervisor to whom Executive is required to report; (D) the relocation of Executive’s primary office to a location that increases Executive’s one-way commute by more than sixty (60) miles; or (E) any other material breach by the Board Company of Directors or a duly authorized committee thereofmaterial term of this Agreement, multiplied including but not limited to a breach of Section 10(d)(iii) by failing to cause any successor to the Company to expressly assume and agree to perform in all material respects this Agreement; provided, that any such event described in (A) through (E) above shall not constitute Good Reason unless Executive delivers to the Company a fractionNotice of Termination for Good Reason within ninety (90) days after the initial existence of the circumstances giving rise to Good Reason, and within thirty (30) days following the receipt of such Notice of Termination for Good Reason the Company has failed to reasonably cure the circumstances giving rise to Good Reason, and Executive resigns from all positions he then-holds with the Company Group effective not later than six (6) months following the initial existence of the circumstances giving rise to Good Reason. Upon the termination of Executive’s employment hereunder pursuant to this Section 8(d), and provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definitions thereunder, a “Separation From Service”), Executive shall receive (A) the numerator Accrued Amounts, and, (B) subject to Executive’s execution, delivery and non-revocation of which is an effective release of all claims against the number of days from January 1st of Company Group substantially in the calendar year in which such termination occurs until form attached hereto as Exhibit A (the “Release”) within the sixty (60) day period following the date of the Executive's employment termination, and (B) the denominator of which is 365. (iii) subject to the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement of the Executive's continued employment) in effect for active employees of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a)’s Separation From Service, the Executive shall not be entitled to receive any other payments or following severance benefits under any other severance or similar plan maintained by (collectively, the Employer or its Affiliates.“Severance Benefits”):

Termination for Good Reason or Without Cause. If Employee terminates Employee’s employment in a Termination for Good Reason or the Executive's Company terminates Employee’s employment for any reason other than those described in paragraphs 5(a) and (b) above, Parent or Employer shall pay or shall provide to Employee the following benefits and compensation: (1) The Earned Salary, as soon as practicable (but not more than 10 days) following Employee’s Date of Termination; (2) The Accrued Obligations, in accordance with applicable law and the provisions of any applicable plan, program, policy or practice; (3) Continued coverage following Employee’s Date of Termination, at the same costs that apply to similarly situated active employees, for Employee and Employee’s eligible dependents under whichever of the Company’s group medical plans in which Employee was participating prior to the Date of Termination or, to the extent such continued coverage cannot be provided under such plan without adverse consequences for the Company or Employee due to non-discrimination requirements, then under an individual or group insurance policy that is substantially similar in all material respects to the coverage made available under such group health plan(s), for each of the following two periods (i) from the Employee’s Date of Termination until and including the 18 month anniversary of such termination; and (ii) from the day after the 18 month anniversary of the Employee’s Date of Termination and continuing until the day before the third anniversary of the Employee’s Date of Termination; provided, however, that such continued coverage shall cease if and when Employee becomes eligible for comparable coverage under the group health plan(s) of a subsequent employer; and (4) If Employee shall have relocated Employee’s principal residence to enter into the Company’s employ, or otherwise relocated such residence at the request of the Company, within 1 year of the Change in Control Date, and if Employee elects to relocate to Employee’s original location following Employee’s Date of Termination, relocation benefits under the same relocation policy as applied to Employee’s initial relocation; provided that the benefits provided hereunder shall (i) be paid to Employee not later than the end of the calendar year following the year in which such the corresponding reimbursable relocation expenses are incurred and (ii) not be duplicative of any relocation benefits to which Employee is terminated entitled in connection with the plan, policy, program or practice of any subsequent employer; (5) To the extent that any award granted to Employee under Parent’s LTIP and outstanding on the Change in Control Date shall not have previously become fully vested and, as applicable, exercisable, payable, distributable and free of any transfer restrictions, such award shall be and become fully vested and, as applicable, exercisable, payable or distributable to, and transferable by, Employee on Employee’s Date of Termination, without any further action by the Employer Company or any other than person(s); provided, however, that (i) in the case of any award that vests upon the attainment of specified performance conditions, the extent to which such award becomes vested and payable will be contingent (to the extent specified in the applicable award agreement) upon the achievement of such criteria, as measured at the time of the Change in Control and (ii) if the award is deferred compensation subject to Section 409A that does not qualify for cause (an otherwise available exemption from such Section 409A, payment thereof shall be made to the Employee at the same time as the Separation Payment referenced in subparagraph 5(d)(6) and, if such payment is delayed for six months and other than a termination due to disability or death) or by one day following the Executive for good reasonDate of Termination, the Employer shall pay or provide be required to or on behalf contribute the amount payable in respect of such award to the Executive grantor trust referenced in the following:paragraph following such subparagraph 5(d)(6) at the same time, and subject to the same conditions, as apply with respect to such Separation Payment; (6) A Separation Payment in an amount equal to the sum of (i) the Executive's sum of 1.99 times Employee’s Protected Base Salary for and 2.99 times the remainderEmployee’s Target Bonus; (ii) Employee shall also receive the Separation Payment payable under Section 5(c), if anyon the same basis as though Employee had attained Normal Retirement Date immediately prior to the Date of Termination, regardless of whether Employee shall have attained Normal Retirement Date on or prior to the calendar month in which such termination is effective and Date of Termination; (iii) the product of (A) in the case of such an employment termination on or before the second (2nd) anniversary of the Effective Date, twenty-four (24) consecutive calendar months, or (B) in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior to the end of the severance period, he must promptly give notice thereof to the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received Target Bonus and to be received by the Executive from the Executive's other employment for services performed during such period. (iiB) the portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st in the then current calendar year which have elapsed as of the calendar year in which such termination occurs until the date Date of the Executive's employment terminationTermination, and (B) the denominator of which is 365.; (iiiiv) subject if Employee’s employment was terminated prior to the Executive's Change in Control Date, but Employee is deemed to have continued coin the Company’s employment for purposes of this Agreement until the Change in Control Date pursuant to paragraph 2 hereof, an amount equal to the value (as determined based on the fair market value of the Parent’s common stock on the Change in Control Date, but debiting therefrom any amount Employee would be required to pay to receive the benefit of such award) of any equity awards (including, without limitation, stock options, restricted stock units and restricted stock) granted to Employee under Parent’s LTIP that were outstanding but unvested (after taking into account any accelerated vesting thereof in connection with such termination of employment) on Employee’s Date of Termination; and (v) if the termination of employment is by the Company and if the Date of Termination is less than thirty (30) days after the date Notice of Termination is given, an amount equal to one-twelfth (1/12) of the Protected Base Salary. Payment of the Separation Payment shall be made within 10 business days after the Employee’s Date of Termination, provided that, if, at the Date of Termination, Employee is a Specified Employee, the portion of the Separation Payment described in subclauses (i), (ii) (iv) and (v) above shall be made six months and one day after Employee’s Date of Termination. Any such deferred portion of the Separation Payment payable to Employee shall be contributed by the Company or Employer within five (5) business days following the Date of Termination to a Grantor Trust, with such amount to be invested through the trust in Fixed Income Securities. When payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement any such deferred portion of the Executive's continued employment) Separation Payment is made in effect for active employees of accordance with the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefitssecond preceding sentence, as to any particular medical plan, continuation of coverage it shall be increased by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates an amount equal to the contrary, if earnings on the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled amounts contributed to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliatessuch Grantor Trust in respect of such deferred Separation Payment.

Termination for Good Reason or Without Cause. If the Executive's employment hereunder is Employment Period shall be terminated by the Employer other than for cause (and other than a termination due to disability or death) or by the Executive for good reasonGood Reason or by the Company without Cause, the Employer Executive shall pay or provide to or on behalf continue to: (a) receive Base Salary through the six (6) month anniversary of the Executive Date of Termination, such amount to be paid in accordance with the following: regular payroll practices of the Company (except that any amount otherwise payable after the Date of Termination and prior to the sixtieth (60th) day following the Date of Termination shall instead be paid on such sixtieth (60th) day), and except that any amount payable after the Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company will be subject to Section 12.09 below; (b) receive an amount equal to the sum of (i) the Executive's Salary for the remainder, if any, ’s target annual bonus plus (ii) a pro-rated portion of the Executive’s target annual bonus based on the number of days elapsed in the calendar month year through the date Notice of Termination is given, one half of which amount shall be paid in cash in a single lump sum on the date that is sixty (60) days following the Date of Termination and the remaining half of which shall be paid in accordance with the regular payroll practices of the Company (except that any amount otherwise payable after the Date of Termination and prior to the sixtieth (60th) day following the Date of Termination shall instead be paid on such termination is effective sixtieth (60th) day); (c) receive benefits set forth in Section 4.03 above through the Date of Termination, except that any amount payable after the Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company will be subject to Section 12.09 below, and (Ad) receive his major medical insurance coverage benefits from the Company’s plan in effect from time to time (provided the case Executive continues to pay the portion of the premiums for such coverage that are charged to similarly situated active employees) for a period equal to the lesser of (i) six (6) months after the Date of Termination, and (ii) until the Executive is provided by another employer with benefits substantially comparable to the benefits provided by such plan; and (f) receive reimbursement for all Reimbursable Expenses incurred by the Executive prior to the Date of Termination. The Executive’s entitlements under all other benefit plans and programs of the Company shall be as determined thereunder. Notwithstanding the foregoing, the Executive shall be entitled to the amounts described above (other than Base Salary and 4 | Page benefits as set forth in Section 4.03 through the Date of Termination) only if (i) the Executive has entered into an employment termination irrevocable (except to the extent required by law, and to the extent required by law to be revocable, has not revoked) general release of claims, which, subject to Section 5.07 below, is reasonably satisfactory to the Company (“Release”), on or before the second date that is fifty (2nd50) anniversary days following the Date of the Effective Date, twenty-four Termination (24) consecutive calendar months, or (B) in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment not prior to the end Date of the severance period, he must promptly give notice thereof to the EmployerTermination), and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Executive from the Executive's other employment for services performed during such period. (ii) the portion Executive has not breached and does not breach the provisions of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performanceSections 6.01, as reasonably determined by the Board 7.01, 8.01, 9.01, 9.02 or 11.01 of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st of the calendar year in which such termination occurs until the date of the Executive's employment termination, and (B) the denominator of which is 365this Agreement. (iii) subject to the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement of the Executive's continued employment) in effect for active employees of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliates.

Termination for Good Reason or Without Cause. If At any time during the Term, (i) the Executive may terminate the Executive's ’s employment hereunder is terminated by for “Good Reason” (as defined below) and (ii) the Employer other than for cause Company may terminate the Executive’s employment hereunder without Cause (and other than for death or Disability). “Good Reason” shall mean the occurrence, without the Executive’s prior written consent, of any of the following events: (A) a termination due reduction in the nature or scope of the Executive’s authority or duties from those contemplated by this Agreement; (B) a reduction in the then current Base Salary, target Annual Bonus or fringe benefits specific to disability the Executive; or death(C) causing or requiring the Executive to report to any person other than the Board; provided, however, that any such event described in (A), (B) or by (C) above shall not constitute Good Reason unless and until the Executive for good reasonshall have provided the Company with notice of such event and the Company shall have failed to remedy such event within 30 days of receipt of such notice. Upon the termination of the Executive’s employment hereunder pursuant to this Section 8(d), the Employer Executive shall pay or provide receive within five days following termination, a lump sum payment in an amount equal to or on behalf of the Executive the following: (i) the Executive's Salary for the remainder, if any, sum of the calendar month in which such termination is effective and (A) in any earned but unpaid Base Salary through the case date of such an employment termination on or before the second (2nd) anniversary of the Effective Datetermination, twenty-four (24) consecutive calendar months, or (B) in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, any earned but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior to the end of the severance period, he must promptly give notice thereof to the Employer, and continued Salary payments under this Agreement unpaid Bonus for any period after Fiscal Year preceding the Executive obtains other employment will be reduced by Fiscal Year in which the termination occurs, (C) a pro-rata amount of the cash compensation received Annual Bonus for the Fiscal Year in which the termination occurs, (D) the dollar value of all accrued and to be received by the Executive from unused vacation based upon the Executive's other employment for services performed during ’s most recent level of Base Salary and (E) any vested but unpaid portion of the Retention Bonus, including the portion which vests upon such periodtermination of employment. , plus (ii) the portion sum of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) two times the numerator Executive’s Base Salary (at the rate then in effect) and (B) two times the Annual Bonus the Executive received for the Fiscal Year preceding the Fiscal Year in which the termination occurs. In addition, the Company shall continue to provide, at the Company’s cost, health benefits to the Executive and his spouse and other eligible dependents at the same level of which coverage and benefits as is the number of days from January 1st provided to U.S.-based senior executives of the calendar Company for the two-year in which such termination occurs until period following the date of the Executive's employment ’s termination; provided, and (B) that the denominator of which is 365. (iii) subject Company’s obligation to provide any such health benefits shall cease with respect to each such health benefit at the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans that cover the time Executive (and his spouse and other eligible dependents) upon dependents become eligible for such health benefits from another employer. To the same terms and conditions (except for extent that the requirement of the Executive's continued employment) in effect for active employees of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation provision of health benefits is not permissible after termination of employment under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates benefit plans of the Company then in effect, the Company shall pay to the contraryExecutive such amount as is necessary to provide Executive, after tax, with an amount equal to the cost of acquiring, for Executive and his spouse and other eligible dependents, on a non-group basis, for the required period, those health benefits that would otherwise be lost to Executive and his spouse and other eligible dependents as a result of Executive’s termination. All other benefits, if any, due Executive following a termination pursuant to this Section 8(d) shall be determined in accordance with the Employer makes payments plans, policies and provides benefits under Section 6.5(a)practices of the Company; provided, the however, that Executive shall not be entitled to receive participate in any severance plan, policy or program of the Company. The Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliatesthis Agreement following such termination of employment.

Termination for Good Reason or Without Cause. If Employee voluntarily terminates his employment during the ExecutiveTerm for Good Reason, or if the Company terminates Employee's employment hereunder is terminated by during the Employer other than Term without Cause (i) Employee shall be paid, on the date of his termination, a lump sum amount equal to (A) his then accrued annual salary, accrued vacation and accrued benefits to the date of his termination, plus (B) the amount Employee would have received from the Company during the period equal to the greater of (x) one (1) year, or (y) the then remaining Term of this Agreement (for cause which purpose, Employee shall be deemed to be entitled to receive an annual bonus equal to the sum of (1) the average annual bonus paid to Employee with respect to the two (2) preceding years, and other than a termination due (2) the average annual accrual allocated to disability or deathEmployee under the Company's Profit Sharing Plan, if any, with respect to such years), and (ii) or by the Executive for good reason, the Employer Employee automatically shall pay or provide to or on behalf become fully vested in all of the Executive Company's benefit programs in which he participated. "Good Reason" shall exist only if there is a breach of a material obligation of the following: Company under this Agreement which is not remedied within ten (10) business days after notice (given as provided in this Agreement) from Employee specifically delineating each such act of claimed breach and setting forth Employee's intention to terminate his employment if such breach is not duly remedied. A breach of a material obligation shall include any of the following events: (i) the Executive's Salary for the remainder, if any, removal of the calendar month in which such termination is effective Employee from his position as President and (A) in the case of such an employment termination on or before the second (2nd) anniversary of the Effective Date, twenty-four (24) consecutive calendar months, or (B) in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period")Chief Executive Officer; provided however, that if the Executive obtains other employment prior to the end of the severance period, he must promptly give notice thereof to the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Executive from the Executive's other employment for services performed during such period. (ii) the portion Employee not being appointed or elected as a member of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee and of any Executive Committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st of the calendar year in which such termination occurs until the date of the Executive's employment termination, and (B) the denominator of which is 365. ; (iii) subject a material decrease in Employee's responsibilities or authority as provided under this Agreement (or which are hereafter assigned to him) without his consent; (iv) a reduction in Employee's then annual salary without his consent or the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement failure of the Executive's continued employmentCompany to pay Employee without his consent any amounts owed to Employee pursuant to this Agreement within five (5) in effect for active employees days of the Employer during date such payment was due to Employee; (v) the severance period. If relocation of Employee's principal place of employment from the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliates.New York metropolitan area; or

Termination for Good Reason or Without Cause. If Employee terminates Employee’s employment in a Termination for Good Reason or the Executive's Company terminates Employee’s employment for any reason other than those described in paragraphs 5(a) and (b) above, Parent or Employer shall pay or shall provide to Employee the following benefits and compensation: (1) The Earned Salary, as soon as practicable (but not more than 10 days) following Employee’s Date of Termination; (2) The Accrued Obligations, in accordance with applicable law and the provisions of any applicable plan, program, policy or practice; (3) Continued coverage following Employee’s Date of Termination, at the same costs that apply to similarly situated active employees, for Employee and Employee’s eligible dependents under whichever of the Company’s group medical plans in which Employee was participating prior to the Date of Termination or, to the extent such continued coverage cannot be provided under such plan without adverse consequences for the Company or Employee due to non-discrimination requirements, then under an individual or group insurance policy that is substantially similar in all material respects to the coverage made available under such group health plan(s), for each of the following two periods (i) from Employee’s Date of Termination until and including the 18 month anniversary of such termination; and (ii) from the day after the 18 month anniversary of Employee’s Date of Termination and continuing until the day before the third anniversary of the Employee’s Date of Termination; provided, however, that such continued coverage shall cease if and when Employee becomes eligible for comparable coverage under the group health plan(s) of a subsequent employer; (4) If Employee shall have relocated Employee’s principal residence to enter into the Company’s employ, or otherwise relocated such residence at the request of the Company, within 1 year of the Change in Control Date, and if Employee elects to relocate to Employee’s original location following Employee’s Date of Termination, relocation benefits under the same relocation policy as applied to Employee’s initial relocation; provided that the benefits provided hereunder shall (i) be paid to Employee not later than the end of the calendar year following the year in which such the corresponding reimbursable relocation expenses are incurred and (ii) not be duplicative of any relocation benefits to which Employee is terminated entitled in connection with the plan, policy, program or practice of any subsequent employer; (5) To the extent that any award granted to Employee under Parent’s LTIP and outstanding on the Change in Control Date shall not have previously become fully vested and, as applicable, exercisable, payable, distributable and free of any transfer restrictions, such award shall be and become fully vested and, as applicable, exercisable, payable or distributable to, and transferable by, Employee on Employee’s Date of Termination, without any further action by the Employer Company or any other than person(s); provided, however, that (i) in the case of any award that vests upon the attainment of specified performance conditions and the agreement or plan pertaining to such award does not expressly provide for cause the treatment of such award upon or following a Change in Control, the extent to which such award becomes vested and payable will be contingent (to the extent specified in the applicable award agreement) upon the achievement of such criteria, as measured at the time of the Change in Control and other than a termination due (ii) if the award is deferred compensation subject to disability or deathSection 409A that does not qualify for an otherwise available exemption from such Section 409A, payment thereof shall be made to Employee at the same time as the Separation Payment referenced in subparagraph 5(d)(6) or by and, if such payment is delayed for six months and one day following the Executive for good reasonDate of Termination, the Employer shall pay or provide be required to or on behalf contribute the amount payable in respect of such award to the Executive grantor trust referenced in the following:paragraph following such subparagraph 5(d)(6) at the same time, and subject to the same conditions, as apply with respect to such Separation Payment; and (6) A Separation Payment in an amount equal to the sum of (i) the Executive's sum of 1.99 times Employee’s Protected Base Salary for and 2.99 times Employee’s Target Bonus; (ii) Employee shall also receive the remainderSeparation Payment payable under subparagraph 5(c)(3), if anyon the same basis as though Employee had attained Normal Retirement Date immediately prior to the Date of Termination, regardless of whether Employee shall have attained Normal Retirement Date on or prior to the calendar month in which such termination is effective and Date of Termination; (iii) the product of (A) in the case of such an employment termination on or before the second (2nd) anniversary of the Effective Date, twenty-four (24) consecutive calendar months, or (B) in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior to the end of the severance period, he must promptly give notice thereof to the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received Target Bonus and to be received by the Executive from the Executive's other employment for services performed during such period. (iiB) the portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st in the then current calendar year which have elapsed as of the calendar year in which such termination occurs until the date Date of the Executive's employment terminationTermination, and (B) the denominator of which is 365.; (iiiiv) subject if Employee’s employment was terminated prior to the Executive's Change in Control Date, but Employee is deemed to have continued coin the Company’s employment for purposes of this Agreement until the Change in Control Date pursuant to paragraph 2 hereof, an amount equal to the value (as determined based on the fair market value of the Parent’s common stock on the Change in Control Date, but debiting therefrom any amount Employee would be required to pay to receive the benefit of such award) of any equity awards (including, without limitation, stock options, restricted stock units and restricted stock) granted to Employee under Parent’s LTIP that were outstanding but unvested (after taking into account any accelerated vesting thereof in connection with such termination of employment) on Employee’s Date of Termination; and (v) if the termination of employment is by the Company and if the Date of Termination is less than 30 days after the date Notice of Termination is given, an amount equal to one-twelfth (1/12) of the Protected Base Salary. Payment of the Separation Payment shall be made within 10 business days after Employee’s Date of Termination, provided that, if, at the Date of Termination, Employee is a Specified Employee, the portion of the Separation Payment described in subclauses (i), (ii), (iv) and (v) above shall be made six months and one day after Employee’s Date of Termination. Any such deferred portion of the Separation Payment payable to Employee shall be contributed by the Company or Employer within five business days following the Date of Termination to a Grantor Trust, with such amount to be invested through the trust in Fixed Income Securities. When payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement any such deferred portion of the Executive's continued employment) Separation Payment is made in effect for active employees of accordance with the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefitssecond preceding sentence, as to any particular medical plan, continuation of coverage it shall be increased by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates an amount equal to the contrary, if earnings on the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled amounts contributed to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliatessuch Grantor Trust in respect of such deferred Separation Payment.

Termination for Good Reason or Without Cause. If Employee terminates Employee’s employment in a Termination for Good Reason or the Executive's Company terminates Employee’s employment hereunder is terminated by the Employer for any reason other than for cause those described in paragraphs 5(a) and (and other than a termination due to disability b) above, Parent or death) or by the Executive for good reason, the Employer shall pay or shall provide to or on behalf of Employee the Executive the followingfollowing benefits and compensation: (i1) The Earned Salary, as soon as practicable (but not more than 10 days) following Employee’s Date of Termination; (2) The Accrued Obligations, in accordance with applicable law and the Executive's Salary provisions of any applicable plan, program, policy or practice; (3) Continued coverage, at the same costs that apply to similarly situated active employees, for Employee and Employee’s eligible dependants under the Company’s group medical plans or, to the extent such continued coverage cannot be provided under such plan without adverse consequences for the remainderCompany or Employee due to non-discrimination requirements, if anyunder an individual or group policy that is substantially similar in all material respects to the coverage made available under such group medical plans, from Employee’s Date of Termination until the date Employee is eligible for full medical benefits under the provisions of Medicare; it being understood that standard coordination of benefits provisions shall apply so that any coverage made available to Employee hereunder shall be secondary to any such coverage made available to Employee by a subsequent employer or other entity providing such coverage in respect of Employee’s services; and (4) If Employee shall have relocated Employee’s principal residence to enter into the Company’s employ, or otherwise relocated such residence at the request of the calendar month in which such termination is effective and (A) in the case of such an employment termination on or before the second (2nd) anniversary Company, within 1 year of the Effective Change in Control Date, twenty-four (24) consecutive calendar monthsand if Employee elects to relocate to Employee’s original location following Employee’s Date of Termination, or (B) in relocation benefits under the case of such an employment termination after the second (2nd) anniversary of the Effective Datesame relocation policy as applied to Employee’s initial relocation; provided, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior to the end of the severance period, he must promptly give notice thereof to the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Executive from the Executive's other employment for services performed during such period. (ii) the portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st of the calendar year in which such termination occurs until the date of the Executive's employment termination, and (B) the denominator of which is 365. (iii) subject to the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement of the Executive's continued employment) in effect for active employees of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a), the Executive provided hereunder shall not be duplicative of any relocation benefits to which Employee is entitled in connection with the plan, policy, program or practice of any subsequent employer; (5) To the extent that any award granted to receive Employee under the LTIP and outstanding on the Change in Control Date shall not have previously become fully vested and, as applicable, exercisable, payable, distributable and free of any transfer restrictions, such award shall be and become fully vested and, as applicable, exercisable, payable or distributable to, and transferable by, Employee on Employee’s Date of Termination, without any further action by the Company or any other payments or benefits under any other severance or similar plan maintained by person(s); (6) A Separation Payment, as soon as practicable (but no later than 10 days) following Employee’s Date of Termination, in an amount equal to the Employer or its Affiliates.sum of (i) 2.99 times the sum of Employee’s Protected Base Salary and Target Bonus;

Termination for Good Reason or Without Cause. If the Executive's ’s employment hereunder is terminated by the Employer other than for cause (and other than a termination due to disability or death) or by the Executive for good reason, the Employer shall pay or provide to or on behalf of the Executive the following: (i) the Executive's Salary for the remainder, if any, of the calendar month in which such termination is effective and (A) in the case of such an employment termination on or before the second (2nd) anniversary of the Effective Date, twenty-four (24) consecutive calendar months, or (B) in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior to the end of the severance period, he must promptly give notice thereof to the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received Employment Period (a) by the Executive from for Good Reason, or (b) by the Executive's other employment Company without Cause, provided the Executive has delivered a signed Release of claims reasonably satisfactory to the Company (the “ Release ”) to the Company pursuant to the notice provision of Section 10.07 within ninety (90) days of the Date of Termination and not revoked the Release within the seven-day revocation period provided for services performed during such period. in the Release, the Executive shall be paid solely (i) Base Salary through the Date of Termination and any annual bonus awarded in accordance with the Company‘s bonus program but not yet paid; (ii) an amount equal to one (1) times the Base Salary (to be paid in twelve monthly installments following the Date of Termination); (iii) a pro-rata portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on ’s bonus for the then current actual performanceyear of termination, as reasonably determined calculated by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is reference to the number of days from January 1st during the bonus year during which he was employed by the Company, as determined to be earned by the Compensation Committee of the Board, or the Board as applicable, pursuant to the applicable bonus plan; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the Date of Termination; and (vi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clause (iv) above will be paid in a single lump sum on the later of ten (10) days after the Date of Termination, or the next payroll date; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable bonus plan subject to the attainment of the performance goals applicable to such bonus award and will be paid in such form and at such time as bonuses for that year are paid to other executives of the Company as determined by the Compensation Committee or Board, as applicable. The amount described in clause (vi) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination occurs until of employment results in severance benefits being paid under any change in control agreement (or any successor thereto), no amounts or benefits will be paid to the date Executive under this Section 5.02 or 5.05. The Executive further agrees that in the event that the Executive is terminated prior to the end of the Executive's employment terminationEmployment Period by the Executive under clause (c) under the definition of Good Reason, the Company may cease making payments under (ii) and (B) the denominator of which is 365. (iii) subject above (and Executive will reimburse the Company for any payments made under (ii) and (iii) above with respect to such termination) in the event that the Executive accepts employment with the acquirer of all or substantially all of the assets of the Company prior to the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement end of the Executive's continued employmenttwelve month payment period during which payments under (ii) in effect for active employees of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not will be entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliatesmade.

Termination for Good Reason or Without Cause. If If, during the COC Employment Period, the Executive's ’s employment hereunder is shall be terminated by the Employer Company other than for cause (and other than a termination due to disability Cause or death) Disability or by the Executive for good reasonGood Reason, the Employer Company shall: (1) within 30 days following the Executive’s Termination Date, pay the Executive a single sum cash amount equal to the sum of (i) the Unpaid Accrued Obligations; (ii) the product of three (or the number of whole and partial years from the Executive’s Termination Date until his 65th birthday, if less) multiplied by the sum of the Executive’s Annual Base Salary, plus the Executive’s Annual Bonus, plus the greater of the Highest Profit Sharing Contribution or the highest aggregate Company contribution to the Executive’s account under the Company’s qualified and nonqualified defined contribution retirement plans for any of the three years immediately preceding the Executive’s Termination Date; and (iii) the Executive’s Enhanced SERP Benefit; and (2) for the lesser of (x) three years after the Executive’s Termination Date and (y) the period through the Executive’s 65th birthday, continue health and welfare benefits to the Executive (and the Executive’s family, if applicable) at least equal to those which would have been provided in accordance with Subsection 6(c) hereof had the Executive not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other senior executives of the Company and its Affiliated Companies and their families; provided that such benefits coverage shall be secondary to any health and welfare benefits coverage for which the Executive becomes eligible under any plan or arrangement sponsored by a subsequent employer of the Executive; and provided further, that if Executive’s participation in any such program could result in adverse or unintended tax consequences to any participant in such program (including the Executive), the Company shall be entitled to provide Executive, with substantially equivalent benefits through a separate program (including the provision of such benefits through the purchase of insurance) without regard to the tax treatment applicable to such separate program in lieu of permitting the Executive to participate in such program; (3) to the extent not theretofore paid or provided, pay or provide to the Executive all Other Benefits promptly when due; (4) waive any and all “reduction factors” imposed as a result of Executive’s age with respect to the Executive’s nonqualified supplemental or on behalf excess employee pension benefit plan if the Executive is at least age 50 as of the Executive the following:Termination Date; and (i5) if the Executive's Salary Executive is age 50 or greater as of the Termination Date, provide the Executive with coverage under the terms of the Company’s retiree medical plan (effective at the end of the post-employment period of extended health coverage) without regard to years of service for eligibility purposes but assuming the remainder, maximum Company-provided subsidy (if any) applies and applying 3 additional years of service credit for purposes of rate of contribution under such plan or any replacement or successor plan; provided, of the calendar month in which such termination is effective and (A) in the case of such an employment termination on or before the second (2nd) anniversary of the Effective Date, twenty-four (24) consecutive calendar months, or (B) in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, however that if the Executive obtains other employment prior to is age 45 or older at the end of the severance periodpost-employment period of extended health coverage, he must promptly give notice thereof provide the Executive, upon reaching age 55 and upon reaching the end of the period of extended health coverage following Executive’s Termination Date pursuant to Subsection 6(i)(2) hereof, with eligibility for the EmployerCompany’s retiree medical plan or any replacement or successor plan (including, and continued Salary payments under this Agreement for without limitation, any period after supplemental coverage applicable to executives) as if the Executive obtains other employment will be reduced by the amount had, as of the cash compensation received Termination Date, satisfied the age and to be received by service conditions for such plans and assuming the Executive from the Executive's other employment for services performed during such periodmaximum Company-provided subsidy (if any) applies. (ii) the portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st of the calendar year in which such termination occurs until the date of the Executive's employment termination, and (B) the denominator of which is 365. (iii) subject to the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement of the Executive's continued employment) in effect for active employees of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliates.

Termination for Good Reason or Without Cause. If the Executive's employment hereunder is Employment Period shall be terminated by prior to the Employer other than for cause expiration of the third anniversary of the Start Date (and other than a termination due or the end of the Employment Period as extended pursuant to disability or deathSection 5.01) or (a) by the Executive for good reasonGood Reason, or (b) by the Company not for Cause, provided the Executive has entered into and not revoked a general release of claims reasonably satisfactory to the Company, the Employer Executive shall pay or provide to or on behalf of the Executive the following: be paid solely (i) Base Salary through the Executive's Date of Termination and any annual bonus awarded in accordance with the Company’s bonus program but not yet paid; (ii) an amount equal to two (2) times the Base Salary for and two (2) times the remaindertarget annual bonus amount, if any, of provided that the calendar month in which such termination is effective and (A) in the case of such an employment termination on or before the second (2nd) anniversary of the Effective Date, twenty-four (24) consecutive calendar months, or (B) in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event Executive shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that be entitled to any unpaid amounts only if the Executive obtains other employment prior to has not breached and does not breach the end provisions of the severance period, he must promptly give notice thereof to the Employer, Sections 6.01 and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Executive from the Executive's other employment for services performed during such period. 7.01 hereof; (iiiii) the a pro-rata portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on ’s target bonus for the then current actual performanceyear of termination, as reasonably determined calculated by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is reference to the number of days from January 1st during the bonus year during which he was employed by the Company; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services for the calendar year in which such termination occurs until the date of the Executive's Executive associated with seeking another employment termination, position; and (Bvi) the denominator of which is 365. (iii) subject to the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement of the Executive's continued employment) in effect for active employees of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to promptly following any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a)such termination, the Executive shall not be entitled reimbursed all Reimbursable Expenses incurred by the Executive prior to receive any such termination. The amounts described in clauses (i), (ii), (iii) and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The terms of all Company restricted stock units, stock options and other payments or equity based awards will be as set forth in the applicable award agreements, and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or similar plan maintained by program. Notwithstanding the Employer foregoing, if a termination of employment results in severance benefits being paid under the Change in Control Agreement (or its Affiliatesany successor thereto), no amounts or benefits will be paid to the Executive under this Section 5.02.

Termination for Good Reason or Without Cause. If the Executive's employment hereunder is terminated by the Employer other than for cause (and other than a termination due to disability or death) or by the Executive for good reason, the Employer shall pay or provide to or on behalf of the Executive the following: (i) the Executive's Salary for the remainder, if any, of the calendar month in which such termination is effective and (A) in the case of such an employment termination on or before the second (2nd) anniversary of the Effective Date, twenty-four (24) consecutive calendar months, or (B) in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior to the end of the severance period, he she must promptly give notice thereof to the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Executive from the Executive's other employment for services performed during such period. (ii) the portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st of the calendar year in which such termination occurs until the date of the Executive's employment termination, and (B) the denominator of which is 365. (iii) subject to the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his her eligible dependents) upon the same terms and conditions (except for the requirement of the Executive's continued employment) in effect for active employees of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliates.

Termination for Good Reason or Without Cause. If the Executive's employment hereunder is terminated by the Employer other than for cause (and other than a termination due to disability or death1) or by the Executive for good reasonGood Reason (as defined in Exhibit C attached hereto) or (2) by the Company without Cause, the Employer shall pay or provide to or on behalf in lieu of further salary for subsequent periods the Executive shall be entitled to the followingfollowing benefits: (i) The Company shall pay the Executive's Salary for , in addition to his salary and accrued benefits through the remainderdate of termination, severance pay in an amount equal to two times the greater of his annual salary in effect immediately prior to the change in control or his annual salary in effect immediately prior to the termination. For the purposes of this subsection, the term "salary" shall include bonuses which shall be computed by averaging the last two annual bonuses (annualizing bonuses with respect to a partial year), if any, of the calendar month in which such termination is effective and (A) in the case of such an employment termination on or before the second (2nd) anniversary of the Effective Date, twenty-four (24) consecutive calendar months, or (B) in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior to the end of the severance period, he must promptly give notice thereof to the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Executive from the Executive's other employment for services performed during such period. (ii) The Company shall maintain in full force and effect, for the portion continued benefit of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based Executive and his dependents for a period ending on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st earlier of the calendar year commencement date of equivalent benefits from a new employer or his normal retirement date (after which the terms of the applicable pension plan shall govern), the health insurance, dental insurance and group term life insurance plans in which such the Executive was entitled to participate immediately prior to the termination occurs until of his employment or reasonably equivalent benefits, provided that the date Executive continues to pay an amount equal to the employee's share of contributions in effect prior to the Executive's employment termination, and (B) the denominator of which is 365change in control. (iii) subject If the Executive is age 55 or older on the date of termination of his employment, the Executive will continue to receive, until his normal retirement date, service credit under the Company's pension plans and any supplemental arrangements maintained for his benefit in effect immediately prior to the Executive's continued co-payment termination of premiums, continued participation during his employment. (iv) At the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement request of the Executive's continued employment) in effect , the Company shall pay the reasonable costs of an out-placement service used by the Executive for active employees a period not to exceed two years as a result of the Employer during termination of his employment. (v) Except as specifically set forth herein, the severance period. If the Executive obtains other employment that offers substantially similar amount of any payment or improved benefits, as to any particular medical plan, continuation of coverage by the Employer benefit under this Section 6.5(a)(iiisubparagraph 3(c) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled reduced, offset or subject to receive any other payments or benefits under any other severance or similar plan maintained recovery by the Employer Company by reason of any compensation earned by the Executive as the result of employment by another employer after the termination of his employment with the Company or its Affiliatesotherwise; provided, however, that the amount payable under Section 3(c)(i) shall be reduced, but to not less than 100%, by any benefits derived by Executive as a result of employment by another employee after the termination of employment.

Termination for Good Reason or Without Cause. If the Executive's ’s employment hereunder is terminated by terminates under Sections 5.1.3 or 5.1.6, then the Employer other than for cause (and other than a termination due to disability or death) or by the Executive for good reason, the Employer Company shall pay or provide to or on behalf of the Executive the followingAmounts and Benefits and, subject to Sections 5.4.4 and 5.4.5: (i) an aggregate amount equal to one hundred fifty percent (150%) of the Executive's ’s Base Salary for (“Standard Salary Severance”) payable over a period of eighteen (18) months following termination of employment (the remainder“Base Salary Severance Period”) in accordance with the usual payroll practices of the Company; provided, however, if any, of the calendar month in which such termination is effective and Executive’s employment terminates under Sections 5.1.3 or 5.1.6 either (A) within the three (3) month period prior to a Change in Control and it is reasonably demonstrated by the case Executive that such termination (x) was at the request of a third party who has taken steps reasonably calculated or intended to effect the Change in Control (and such an employment termination on transaction is actually consummated) or before the second (2ndy) anniversary otherwise arose in connection with or in anticipation of the Effective Datea Change in Control (and such transaction is actually consummated), or (B) within twenty-four (24) consecutive calendar monthsmonths following a Change in Control (such termination, a “CIC-Related Termination”), such amount shall be equal to two hundred percent (200%) of the Executive’s Base Salary (“CIC Salary Severance”). If the Executive incurs a CIC-Related Termination and (x) such termination is within the three (3) month period prior to a Change in Control or (By) the Change in Control does not constitute a change in control within the case meaning of such an employment termination Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (the “Code”), the Standard Salary Severance shall continue to be paid to the Executive in accordance with the usual payroll practices of the Company over the Base Salary Severance Period and the portion of the CIC Salary Severance in excess of the Standard Salary Severance shall be paid to the Executive in a lump sum sixty (60) days after the second (2nd) anniversary consummation of the Effective Date, eighteen (18) consecutive calendar months thereafter, but Change in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if Control. If the Executive obtains other employment prior incurs a CIC-Related Termination on or within twenty-four (24) months after a Change in Control that is also a change in control within the meaning of Section 409A(a)(2)(A)(v) of the Code, the CIC Salary Severance shall be paid to the end of the severance period, he must promptly give notice thereof to the Employer, and continued Salary payments under this Agreement for any period Executive in a lump sum sixty (60) days after the Executive obtains other employment will be reduced by the amount Date of the cash compensation received and to be received by the Executive from the Executive's other employment for services performed during such periodTermination. (ii) the portion Company shall pay the Executive an amount equal to one hundred fifty percent (150%) of the Executive's Annual Incentive Compensation ’s target annual bonus that was in effect at the time of Executive’s termination under Section 3.2(a) that otherwise would have been payable based the Bonus Plan in a lump sum on the then current actual performanceregular payroll date of the Company coincident with or next following the sixtieth (60th) day after the Executive’s date of employment termination; provided, as reasonably however, if the Executive’s employment termination is a CIC-Related Termination, such amount shall be two hundred percent (200%) of the Executive’s target annual bonus that was in effect under the Bonus Plan at the time of the Executive’s termination, payable in a lump sum on the regular payroll date of the Company coincident with or next following the sixtieth (60th) day after the Date of Termination; (iii) the Company shall pay to the Executive an amount equal to a pro-rated annual bonus (“Pro-Rated Annual Bonus”) under the Bonus Plan for the year in which such employment termination occurs, which Pro-Rated Annual Bonus shall be determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, multiplying (Aa) the numerator of which is quotient obtained by dividing (i) the number of days from January 1st the Executive worked in the year his employment with the Company terminates by (ii) 365, and (b) the actual annual bonus the Executive would be eligible to receive based on the Compensation Committee’s good faith estimate of the calendar achievement of the qualitative (if applicable) and quantitative performance standards established for the year in which such the Executive’s termination occurs until using the actual Company performance through the date of the Executive's employment ’s termination, as well as the Company’s projected performance for the remainder of the fiscal year in which the Executive’s termination occurs using the Company’s most recent financial forecast (in each case, consistent with the terms of the Bonus Plan and past practice), which Pro-Rated Annual Bonus shall be paid in a lump sum within sixty (60) days following the Date of Termination; (iv) provided the Executive validly elects continuation coverage under COBRA or similar state law for the Executive, his spouse and/or dependents, the Company shall pay to the Executive monthly cash payments in an amount equal to the monthly premium for such coverage for the electing Executive, spouse and/or dependents (or apply such amount to the payment of such continuation coverage) until the earliest of (x) eighteen (18) months following the Date of Termination (the “COBRA End Date”), (y) the date the Executive becomes eligible for coverage under a subsequent employer’s health plan and (Bz) the denominator date the Executive, his spouse and/or his dependents cease to be eligible under COBRA. In the event the Executive incurs a CIC-Related Termination and remains eligible for COBRA continuation coverage through the COBRA End Date, the Company shall pay the Executive an amount equal to the employer portion of which is 365.monthly premium coverage under the Company’s group health plan until the earlier of (x) six (6) months following the COBRA End Date and (y) the date the Executive becomes eligible for coverage under a subsequent employer’s health plan. The monthly amounts payable under this Section 5.4.2(iv) shall be paid on the first payroll date of each month; and (iiiv) subject the Company shall provide reasonable outplacement services directly related to the Executive's continued co-payment type of premiums, continued participation during the severance period in all medical plans that cover services the Executive provided to the Company for a period of eighteen (and his eligible dependents18) upon months following the same terms and conditions (except for the requirement date of the Executive's continued employment) in effect for active employees of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits’s termination, as to any particular medical plan, continuation of coverage be provided by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliatesa reputable outplacement services firm.

Termination for Good Reason or Without Cause. If the Executive's employment hereunder is Employment Period shall be terminated by prior to the Employer other than for cause expiration of the second anniversary of the Start Date (and other than a termination due or the end of the Employment Period as extended pursuant to disability or deathSection 5.01) or (a) by the Executive for good reasonGood Reason, or (b) by the Company without Cause, provided the Executive has delivered a signed Release of claims reasonably satisfactory to the Company (the “Release”) to the Company pursuant to the notice provision of Section 10.07 within thirty (30) days of the Date of Termination and not revoked the Release within the seven-day revocation period provided for in the Release, the Employer Executive shall pay or provide to or on behalf of the Executive the following: be paid solely (i) Base Salary through the Date of Termination and any annual bonus awarded in accordance with the Company’s bonus program but not yet paid; (ii) an amount equal to one (1) times the Base Salary and one (1) times the target annual bonus amount, provided that the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof; (iii) a pro-rata portion of the Executive's Salary ’s target bonus for the remainderyear of termination, if anycalculated by reference to the number of days during the bonus year during which she was employed by the Company; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the calendar month in which such termination is effective Date of Termination; and (Avi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the case Date of such an employment termination on or before the second (2nd) anniversary Termination; provided, however, that no amount shall be paid until expiration of the Effective Date, twenty7-four (24) consecutive calendar months, or (B) day statutory revocation period with respect to the release referred to in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period this Section 5.02 above. The amount described in clause (Aiii) or shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (Bv) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior to shall be paid no later than the end of the severance period, he must promptly give notice thereof to calendar year following the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Executive from the Executive's other employment for services performed during such period. (ii) the portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st of the calendar year in which such termination occurs until the date of expense is incurred by the Executive's . The terms of all Company restricted stock, restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment terminationresults in severance benefits being paid under a change in control agreement (or any successor thereto), and (B) the denominator of which is 365. (iii) subject no amounts or benefits will be paid to the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement of the Executive's continued employment) in effect for active employees of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement 5.02 or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliates5.05.

Termination for Good Reason or Without Cause. If the Executive's ’s employment hereunder is terminated by terminates under Sections 5.1.3 or 5.1.6, then the Employer other than for cause (and other than a termination due to disability or death) or by the Executive for good reason, the Employer Company shall pay or provide to or on behalf of the Executive the followingAmounts and Benefits and, subject to Section 5.4.4: (i) the Executive's ’s Base Salary will continue to be paid for the remainder, if any, a period of the calendar month in which such termination is effective and (A) in the case of such an employment termination on or before the second (2nd) anniversary of the Effective Date, twenty-four (24) consecutive calendar months, or (B) in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but following termination of employment in no event shall accordance with the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior to the end usual payroll practices of the severance period, he must promptly give notice thereof to the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Executive from the Executive's other employment for services performed during such period.Company; (ii) the portion Company shall pay the Executive an amount equal to 150% of the Executive's Annual Incentive Compensation ’s target annual bonus that was in effect at the time of Executive’s termination under Section 3.2(a) that otherwise would have been payable based the Company’s 2018 Cash Bonus Plan and/or any other cash incentive plan maintained by the Company in a lump sum on the then current actual performanceregular payroll date of the Company coincident with or next following the 60th day after the Executive’s date of employment termination; (iii) the Company shall pay to the Executive an amount equal to a pro-rated annual bonus (“Pro-Rated Annual Bonus”) for the year in which such employment termination occurs, as reasonably which Pro-Rated Annual Bonus shall be determined (a) if Executive’s employment terminates after September 30 of any year, by multiplying (i) the Board of Directors or a duly authorized committee thereof, multiplied quotient obtained by a fraction, dividing (A) the numerator number of days the Executive worked in the year his employment with the Company terminates by (B) 365, and (ii) an amount equal to the annual bonus (if any) that the Executive would have otherwise received under the Company’s 2018 Cash Bonus Plan and/or any other cash incentive plan maintained by the Company had he remained employed with the Company with such amount to be calculated by the Board in its discretion in a similar manner as bonuses are calculated for other executives under the Company’s 2018 Cash Bonus Plan and/or any other cash incentive plan maintained by the Company, which is such Pro-Rated Annual Bonus shall be paid at the time the Executive’s annual bonus would have otherwise been paid absent the Executive’s termination of employment, but no later than March 15th of the year following termination or (b) if Executive’s employment terminates on or before September 30 of any year, by multiplying (i) the quotient obtained by dividing (A) the number of days from January 1st of the calendar Executive worked in the year in which such termination occurs until his employment with the date of the Executive's employment terminationCompany terminates by (b) 365, and (Bii) the denominator of which is 365. (iii) subject to the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans ’s target annual bonus that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement of the Executive's continued employment) was in effect for active employees at the time of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights ’s termination under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding Company’s 2018 Cash Bonus Plan and/or any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled to receive any other payments or benefits under any other severance or similar cash incentive plan maintained by the Employer Company, which such Pro-Rated Annual Bonus shall be paid within sixty days following the Date of Termination; and (iv) during the period during which Executive, his spouse and/or dependents are entitled to and validly elect continuation coverage under COBRA or its Affiliatessimilar state law (provided that in no event will such period exceed 18 months), the Company shall pay to the Executive monthly cash payments in an amount equal to the monthly premium for such coverage for the electing Executive, spouse and/or dependents. Such monthly amounts shall be paid on the first payroll date of each month.

Termination for Good Reason or Without Cause. If Except as otherwise set forth in Section 5.09 below, if the Executive's employment hereunder is Employment Period shall be terminated by the Employer other than for cause (and other than a termination due to disability or deatha) or by the Executive for good reasonGood Reason, or (b) by the Employer shall pay or provide to or on behalf of Companies not for Cause (such termination, a “Qualifying Termination”), provided the Executive the following: (i) the Executive's Salary for the remainderhas executed, if any, of the calendar month in which such termination is effective and (A) in the case of such an employment termination on or before the second date that is fifty (2nd50) anniversary days following the date of his termination of employment, an irrevocable (except to the Effective Date, twenty-four (24extent required by law to be revocable) consecutive calendar months, or (B) general release of claims in the case of form attached hereto as Exhibit A, and does not revoke such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment release prior to the end of the severance seven-day statutory revocation period, he must promptly give notice thereof the Executive shall be entitled solely to the Employerfollowing: (i) Base Salary through the Date of Termination, paid on the Companies’ normal payroll payment date; (ii) an amount equal to the lesser of (A) two times the sum of Base Salary and continued the Executive’s Average Annual Bonus for the year of termination (or the Base Salary payments under this Agreement or Average Annual Bonus for any period after the prior year if reduction of the Executive’s Base Salary or target annual bonus, or both, was the event giving rise to Good Reason) or (B) the “Remaining Contract Value” (as defined below), provided that, the Executive obtains other shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01, 7.01, 8.01 or Article 9 below; (iii) a bonus for the year of termination of employment will equal to the Executive’s actual annual bonus for such year pro rated for the number of full months during the bonus year prior to the Date of Termination, to be reduced paid, subject to Section 13.14 below (including but not limited to any delay in payment due to application of the Delay Period), sixty (60) days following such termination of employment; (iv) notwithstanding anything to the contrary in any equity award agreement, all of the restricted stock, restricted stock units and stock options held by the Executive shall vest and/or become exercisable on the Date of Termination; and (v) medical benefits as provided in Section 5.05 below. For the purposes herein, the “Remaining Contract Value” shall mean the aggregate amount of the cash compensation received unpaid Base Salary and to be received by bonus for the Executive from the Executive's other employment for services performed during such period. (ii) the portion remainder of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st term of the calendar year in which such termination occurs until Employment Period following the date of the Executive's ’s termination of employment termination(that is, the unpaid balance of Base Salary and bonus), treating for this purpose the amount of bonus for any remaining year(s) of the Employment Period as being equal to the Average Annual Bonus as determined at the time of the Executive’s termination of employment. Further, except as otherwise set forth in Section 5.09 below or herein, the provisions of this Section 5.03, including the rights and obligations of the Executive stated herein, apply if (A) the Qualifying Termination occurs on or within two (2) years following a Change in Control or (B) on or within two (2) years following a Change in Control of the denominator Company or following the Company’s shares ceasing to be publicly traded, the Executive terminates his employment because of the failure of the Executive to be both a member of the board of directors and chief executive officer of the successor or acquiring entity (including the ultimate parent of such entity); provided, however, that the Base Salary and bonus payments provided for in clause (ii) of the first sentence in this Section 5.03 shall be equal to two times the Executive’s Base Salary and Average Annual Bonus and shall not be determined by reference to the Remaining Contract Value. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that duplicative severance benefits shall not be payable under any other plan or program. Amounts described in clause (ii) above will be paid, subject to Section 13.14 below (including, but not limited to, any delay in payment due to application of the Delay Period), in twelve (12) equal monthly installments, the first two (2) of which shall be paid on the date that is 365. two (iii2) subject to months following the Executive's continued co-payment Date of premiums, continued participation during Termination and the severance period next ten (10) of which will be paid in all medical plans ten (10) equal monthly installments commencing on the date that cover is three (3) months following the Executive (Date of Termination and his eligible dependents) upon the same terms and conditions (except for the requirement continuing on each of the Executive's continued employmentnext nine (9) in effect for active employees monthly anniversaries of the Employer during the severance periodDate of Termination. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a)In addition, the Executive shall not be entitled to receive any other payments or benefits under any other severance or similar plan maintained reimbursed for all Reimbursable Expenses incurred by the Employer or its AffiliatesExecutive prior to such termination in accordance with Section 4.04 and Section 13.14 herein.

Termination for Good Reason or Without Cause. If the Executive's employment hereunder is Employment Period shall be terminated by prior to the Employer other than for cause expiration of the second anniversary of the Start Date (and other than a termination due or the end of the Employment Period as extended pursuant to disability or deathSection 5.01) or (a) by the Executive for good reasonGood Reason, or (b) by the Company without Cause, provided the Executive has delivered a signed Release of claims reasonably satisfactory to the Company (the “Release”) to the Company pursuant to the notice provision of Section 10.07 within thirty (30) days of the Date of Termination and not revoked the Release within the seven-day revocation period provided for in the Release, the Employer Executive shall pay or provide to or on behalf of the Executive the following: be paid solely (i) Base Salary through the Date of Termination and any annual bonus awarded in accordance with the Company‘s bonus program but not yet paid; (ii) an amount equal to one (1) times the Base Salary and one (1) times the target annual bonus amount, provided that the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof; (iii) a pro-rata portion of the Executive's Salary ’s target bonus for the remainderyear of termination, if anycalculated by reference to the number of days during the bonus year during which he was employed by the Company; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the calendar month in which such termination is effective Date of Termination; and (Avi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the case Date of such an employment termination on or before the second (2nd) anniversary Termination; provided, however, that no amount shall be paid until expiration of the Effective Date, twenty7-four (24) consecutive calendar months, or (B) day statutory revocation period with respect to the release referred to in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period this Section 5.02 above. The amount described in clause (Aiii) or shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (Bv) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior to shall be paid no later than the end of the severance period, he must promptly give notice thereof to calendar year following the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Executive from the Executive's other employment for services performed during such period. (ii) the portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st of the calendar year in which such termination occurs until the date of expense is incurred by the Executive's . The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment terminationresults in severance benefits being paid under an change in control agreement (or any successor thereto), and (B) the denominator of which is 365. (iii) subject no amounts or benefits will be paid to the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement of the Executive's continued employment) in effect for active employees of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement 5.02 or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliates5.05.

Termination for Good Reason or Without Cause. If the Executive's employment hereunder is Employment Period shall be terminated by prior to the Employer other than for cause expiration of the third anniversary of the Start Date (and other than a termination due or the end of the Employment Period as extended pursuant to disability or deathSection 5.01) or (a) by the Executive for good reasonGood Reason, or (b) by the Company without Cause, provided the Executive has delivered a signed Release of claims reasonably satisfactory to the Company (the “Release”) to the Company’s General Counsel within thirty (30) days of the Date of Termination and not revoked the Release within the seven-day revocation period provided for in the Release, the Employer Executive shall pay or provide to or on behalf of the Executive the following: be paid solely (i) Base Salary through the Date of Termination and any annual bonus awarded in accordance with the Company’s bonus program but not yet paid; (ii) an amount equal to two (2) times the Base Salary and two (2) times the target annual bonus amount, provided that the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof; (iii) a pro-rata portion of the Executive's Salary ’s target bonus for the remainderyear of termination, if anycalculated by reference to the number of days during the bonus year during which he was employed by the Company; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the calendar month in which such termination is effective Date of Termination; and (Avi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the case Date of such an employment termination on or before the second (2nd) anniversary Termination; provided, however, that no amount shall be paid until expiration of the Effective Date, twenty7-four (24) consecutive calendar months, or (B) day statutory revocation period with respect to the release referred to in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period this Section 5.02 above. The amount described in clause (Aiii) or shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (Bv) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior to shall be paid no later than the end of the severance period, he must promptly give notice thereof to calendar year following the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Executive from the Executive's other employment for services performed during such period. (ii) the portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st of the calendar year in which such termination occurs until the date of expense is incurred by the Executive's employment termination. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements, and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment results in severance benefits being paid under the Change in Control Agreement (B) the denominator of which is 365. (iii) subject or any successor thereto), no amounts or benefits will be paid to the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement of the Executive's continued employment) in effect for active employees of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement 5.02 or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliates5.05.

Termination for Good Reason or Without Cause. If the Executive's employment hereunder is Employment Period shall be terminated by prior to the Employer other than for cause Retirement Date (and other than a termination due to disability or deatha) or by the Executive for good reasonGood Reason, or (b) by the Company without Cause, provided the Executive has delivered a signed Release of claims reasonably satisfactory to the Company (the “Release”) to the Company’s General Counsel within thirty (30) days of the Date of Termination and not revoked the Release within the seven-day revocation period provided for in the Release, the Employer Executive shall pay or provide to or on behalf of the Executive the following: be paid solely (i) Base Salary through the Date of Termination and any annual bonus awarded in accordance with the Company’s bonus program but not yet paid; (ii) an amount equal to two (2) times the Base Salary and two (2) times the target annual bonus amount, provided that the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof; (iii) a pro-rata portion of the Executive's Salary ’s target bonus for the remainderyear of termination, if anycalculated by reference to the number of days during the bonus year during which he was employed by the Company; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the calendar month in which such termination is effective Date of Termination; and (Avi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the case Date of such an employment termination on or before the second (2nd) anniversary Termination; provided, however, that no amount shall be paid until expiration of the Effective Date, twenty7-four (24) consecutive calendar months, or (B) day statutory revocation period with respect to the release referred to in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period this Section 5.02 above. The amount described in clause (Aiii) or shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (Bv) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior to shall be paid no later than the end of the severance period, he must promptly give notice thereof to calendar year following the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Executive from the Executive's other employment for services performed during such period. (ii) the portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st of the calendar year in which such termination occurs until the date of expense is incurred by the Executive's employment termination. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements, and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment results in severance benefits being paid under the Change in Control Agreement (B) the denominator of which is 365. (iii) subject or any successor thereto), no amounts or benefits will be paid to the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement of the Executive's continued employment) in effect for active employees of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement 5.02 or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliates5.05.