Common use of Termination Giving Rise to a Termination Payment Clause in Contracts

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) Disability pursuant to Section 7 hereof, or (iii) Cause, then the Executive shall be entitled to receive, and the Company shall pay, Accrued Benefits described in Section 5(a) hereof and, as severance pay, the Termination Payment, described in Section 5(b) hereof. (b) If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Executive shall be entitled to the following additional benefits: (i) The Executive shall receive, at the expense of the Company, reasonable outplacement services on an individual basis provided by a nationally recognized executive placement firm selected by the Company and acceptable to Executive for up to one year following the date of the Covered Termination, up to a maximum expense of Thirty Thousand Dollars ($30,000.00). (ii) Until the earlier of the eighteen month anniversary of the Termination Date 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 following benefits the Executive shall continue to be covered, at the expense of the Company, by the 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. The continuation of hospitalization, medical and dental coverage hereunder shall count as COBRA continuation coverage; and If an Executive is entitled to the benefits described in this Section 4(b)(ii) due to Executive’s termination of employment pursuant to Section 2 of this Agreement, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii) the Company shall either (1) reimburse the Executive for any COBRA premiums paid by Executive between the date of the Executive’s Termination Date and the date of the Change in Control of the Company (or such earlier date as the Executive would cease being eligible for the benefits as described herein), or (2) provide retroactive coverage effective as of the Executive’s Termination Date.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) Disability disability pursuant to Section 7 12 hereof, or (iii) Cause, then the Executive shall be entitled to receive, and the Company shall pay, Accrued Benefits described in pursuant to Section 5(a9(a) hereof and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and severance pay, the Termination Payment, described in Payment pursuant to Section 5(b9(b) hereof. (b) If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Executive shall be entitled to the following additional benefits: (i) The Executive shall receive, at the expense of the Company, reasonable outplacement services on an individual basis provided by a nationally recognized executive placement firm selected by the Company and acceptable to Executive for up to one until the earlier of the last day of the second calendar year following the date of calendar year in which the Covered Termination, up Executive’s Separation from Service occurs or such time as the Executive has obtained new full-time employment comparable to a maximum expense of Thirty Thousand Dollars ($30,000.00)his position at the Company. (ii) Until the earlier of the eighteen month second anniversary of the Termination Date 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 following benefits the Executive shall continue to be covered, at the expense of the Company, by the 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, subject to the following: (A) If applicable, following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Code Section 105(h), benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and (B), and if necessary, the Company shall amend such health plan to comply therewith. The continuation of hospitalization, medical and dental coverage hereunder shall count as COBRA continuation coverage; and (B) If the Executive at the time of his Separation from Service is a Specified Employee, then during the first six (6) months following the Executive’s Separation from Service, the Executive shall pay the Company for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six (6)-month period, the Company shall make a cash payment to the Executive equal to the aggregate premiums paid by the Executive for such coverage, without liability for interest thereon, and thereafter such coverage shall be provided at the expense of the Company for the remainder of the period. If an Executive is entitled to the benefits described in this Section 4(b)(ii8(b)(ii) due to Executive’s termination of employment pursuant to Section 2 of this Agreement, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii8(b)(ii) the Company shall either (1) reimburse the Executive for any COBRA premiums paid by Executive between the date of the Executive’s Termination Date and the date of the Change in Control of the Company (or such earlier date as the Executive would cease being eligible for the benefits as described herein), or (2) provide retroactive coverage effective as of the Executive’s Termination Date.

Termination Giving Rise to a Termination Payment. (a) If there If, during the Employment Period, the Executive’s employment is a Covered Termination terminated by the Executive for Good Reason, Reason within two years following the event giving rise to Good Reason or by the Company Employer other than by reason of (i) death, (ii) Disability pursuant to Section 7 hereof, 9 or (iii) Cause, then subject to the procedures set forth in Section 12, (a) the Executive shall be entitled to receive, receive and the Company or the Employer, as applicable, shall pay, pay the Executive’s Accrued Benefits described in accordance with Section 5(a6(a) hereof and, in lieu of further salary payments for periods following the Termination Date, as severance pay, the a Termination Payment, described in Section 5(b) hereof.; (b) If there is a Covered Termination and the Executive is entitled and his eligible dependents shall continue to Accrued Benefits and be covered until the end of the second calendar year following the year in which the Termination PaymentDate occurs, then under the same terms and conditions, by the medical plan, dental plan and/or group life insurance plan maintained by the Company or the Employer which covered that Executive and his eligible dependents prior to the Executive’s Termination Date. Notwithstanding the foregoing, if the Company’s or Employer’s medical plan, dental plan and/or group life insurance plan covering the Executive on his or her Termination Date was amended, replaced or terminated on or after the Change of Control and such action would constitute Good Reason within the meaning of Section 1(l), the Executive and his or her eligible dependents shall be entitled to continued coverage for purposes of this Section 11(b) under the following additional benefits: (i) The Executive shall receive, at the expense terms of the Companymedical plan, reasonable outplacement services on an individual basis provided by a nationally recognized executive placement firm selected by the Company and acceptable to Executive for up to one year following the date of the Covered Termination, up to a maximum expense of Thirty Thousand Dollars ($30,000.00). (ii) Until the earlier of the eighteen month anniversary of the Termination Date or such time as the Executive has obtained new employment and is covered by benefits dental plan and/or group life insurance plan which they participated in the aggregate are at least equal in value to the following benefits the Executive shall continue to be covered, at the expense of the Company, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date Change of Control. If the Notice affected plan is no longer available, the Company shall make arrangements to provide equivalent coverage to the Executive and his or her eligible dependents. For this purpose, “equivalent coverage” shall mean medical, dental and/or life insurance coverage, which, when added to the coverage provided to the Executive and his or her eligible dependents under the Company’s or Employer’s medical plan, dental plan and/or group life insurance plan in effect on the Executive’s Termination Date, equals or exceeds the level of Termination is givenbenefits provided under the medical plan, dental plan and/or group life insurance plan to the Executive and his or her eligible dependents on the day immediately preceding the Change of Control. The continuation Executive and the Employer shall share the cost of hospitalization, medical the continued coverage under this Section 11(b) in the same proportions as the Employer and dental similarly situated active employees shared the cost of such coverage hereunder shall count as COBRA continuation coverage; and If an Executive is entitled on the day preceding the Executive’s Termination Date. For purposes of satisfying the Company’s or Employer’s obligation under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) to continue group health care coverage to the benefits described in this Section 4(b)(ii) due to Executive and his eligible dependents as a result of the Executive’s termination of employment pursuant employment, the period during which the Executive is permitted to Section 2 of this Agreement, then continue to the extent necessary to discharge participate in the Company’s obligation to Executive or Employer’s medical plans and/or dental plans under this Section 4(b)(ii11(b) shall not be taken into account and treated as part of the period during which the Executive and his eligible dependents are entitled to continued coverage under the Company’s or Employer’s group health plans under COBRA. Following the end of the continuation period specified in this Section 11(b), the Executive and his eligible dependents shall be covered under such plans and arrangements only as required under the provisions of COBRA; (c) the Executive’s termination shall be treated as a “Normal Termination” as defined in the Pinnacle West Capital Corporation Stock Option and Incentive Plan, as amended from time to time, the Pinnacle West Capital Corporation 2002 Long-Term Incentive Plan, the Pinnacle West Capital Corporation 2007 Long-Term Incentive Plan, or any successor plan thereto, which shall entitle the Executive to exercise any outstanding stock options during the three (3) month period beginning on the Executive’s Termination Date, and any restrictions remaining on any “Restricted Stock” (as defined in such plan) awarded to the Executive shall lapse on his or her Termination Date; and (d) “out-placement” services will be provided by the Company shall either (1) reimburse to the Executive for any COBRA premiums paid by Executive between a period beginning on the date of Executive’s Termination Date. Such services shall be provided for a period beginning on the Executive’s Termination Date and ending on the earlier of the date on which the Executive becomes employed in a position commensurate with his or her current salary and responsibilities or the last day of the Change in Control of the Company twelve (or such earlier date as the Executive would cease being eligible for the benefits as described herein), or (212) provide retroactive coverage effective as of month period which began on the Executive’s Termination Date. The “out-placement” services shall be provided by an out-placement company selected by the Company.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive for Good Reason, or by the Company (or the Employer) other than by reason of of: (i) death, , (ii) Disability disability pursuant to Section 7 12 hereof, or or (iii) CauseCause (any such terminations to be subject to the procedures set forth in Section 13 hereof), then the Executive shall be entitled to receive, and the Company shall promptly pay, all Accrued Benefits described in Section 5(a) hereof and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay, the Termination PaymentPayment pursuant to Section 9(b) hereof. Notwithstanding anything in this Agreement to the contrary, described (A) if the Executive breaches any of the covenants set forth in Section 5(b14 hereof, the Executive shall not be entitled to any of the additional benefits pursuant to Section 8(b) hereofthat have not yet been paid or the Termination Payment pursuant to Section 9(b) hereof and, if the Termination Payment has already been paid to the Executive, the Executive shall return the Termination Payment to the Company, and (B) the Executive will be entitled to the additional benefits pursuant to Section 8(b) and the Termination Payment pursuant to Section 9(b) only if the Executive, within forty-five (45) days following such Executive’s Termination Date, executes a release of claims in the form required by the Company and such release of claims becomes effective and is not revoked by the Executive during any applicable revocation period. (b) If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Executive shall be entitled to the following additional benefits: (i) The Executive shall receive, at the expense of the Company, reasonable outplacement services services, on an individual individualized basis at a level of service commensurate with the Executive’s status with the Company immediately prior to the Change in Control of the Company (or, if higher, immediately prior to the termination of the Executive’s employment), provided by a nationally recognized executive placement firm selected by the Company and acceptable to Executive for up to one Company; provided that the availability of outplacement services shall not extend beyond December 31 of the second calendar year following the date calendar year in which occurs the Executive’s Separation from Service; and provided further, that the cost to the Company of such services shall not exceed fifteen percent (15%) of the Covered Termination, up Executive’s annual base salary rate in effect immediately prior to a maximum expense the Change in Control of Thirty Thousand Dollars ($30,000.00)the Company. (ii) If the Executive was participating in an annual incentive program for the year in which occurs the Executive’s Termination of Employment, the Executive will be entitled to the greater of (A) the annual incentive amount (if any) to which the Executive is entitled to receive for the year in which the Executive’s Termination of Employment occurs as determined pursuant to the terms of the annual incentive plan, or (B) an amount equal to the product of (1) the annual incentive payment to which the Executive would have been entitled under such annual incentive program for the year in which the Executive’s Termination of Employment occurs assuming continued employment and target level of performance, and (2) a fraction, the numerator of which is the portion of the annual incentive period that precedes the Executive’s Termination Date, and the denominator of which is the complete annual performance period. Payment shall be made at the same time as payment is made under the annual incentive plan, which shall occur no earlier than January 1 and no later than March 15 following the end of the performance period. (iii) Until the earlier of the eighteen month anniversary end of the Termination Date Employment 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 following benefits benefits, the Executive shall continue to be covered, at the expense of the Company, by under either (i) the same or equivalent life insurance, group hospitalization, medical medical, dental and dental coverage as was required hereunder with respect to vision plans of the Company or a subsidiary of the Company in which the Executive (and, if applicable, the Executive’s family) was participating immediately prior to the date the Notice of Termination is given. The continuation of Executive’s Covered Termination, or (ii) such group hospitalization, medical medical, dental and dental coverage hereunder shall count vision plans as COBRA continuation coverage; and If an Executive is entitled to the benefits described in this Section 4(b)(ii) due to Executive’s termination of employment pursuant to Section 2 of this Agreement, then to the extent necessary to discharge they are subsequently modified for the Company’s obligation (or the Employer’s) salaried employees; provided that if the coverage that would otherwise be provided to Executive under this Section 4(b)(ii) the Company shall either (1) reimburse the Executive for any COBRA premiums paid by (and, if applicable, the Executive’s family) is coverage under an insured product that is not available to the Executive between the date of following the Executive’s Termination Date and of Employment, the date Company shall provide coverage under an alternate plan that is available through the Company or a subsidiary of the Change in Control Company. Following the end of the Company (COBRA continuation period, if such hospitalization, medical or such earlier date as the Executive would cease being eligible for the benefits as described herein), or (2dental coverage is provided under a health plan that is subject to Section 105(h) provide retroactive coverage effective as of the Executive’s Termination DateCode, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Company shall amend such health plan to comply therewith.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) Disability disability pursuant to Section 7 12 hereof, or (iii) Cause, then the Executive shall be entitled to receive, and the Company shall pay, Accrued Benefits described in pursuant to Section 5(a9(a) hereof and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and severance pay, the Termination Payment, described in Payment pursuant to Section 5(b9(b) hereof. (b) If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Executive shall be entitled to the following additional benefits: (i) The Executive shall receive, at the expense of the Company, reasonable outplacement services on an individual basis provided by a nationally recognized executive placement firm selected by the Company and acceptable to Executive for up to one until the earlier of the last day of the first calendar year following the date of calendar year in which the Covered Termination, up Executive’s Separation from Service occurs or such time as the Executive has obtained new full-time employment comparable to a maximum expense of Thirty Thousand Dollars ($30,000.00)his position at the Company. (ii) Until the earlier of the eighteen month first anniversary of the Termination Date 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 following benefits the Executive shall continue to be covered, at the expense of the Company, by the 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, subject to the following: (A) If applicable, following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Code Section 105(h), benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and (B), and if necessary, the Company shall amend such health plan to comply therewith. The continuation of hospitalization, medical and dental coverage hereunder shall count as COBRA continuation coverage; and (B) If the Executive at the time of his Separation from Service is a Specified Employee, then during the first six (6) months following the Executive’s Separation from Service, the Executive shall pay the Company for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six (6)-month period, the Company shall make a cash payment to the Executive equal to the aggregate premiums paid by the Executive for such coverage, without liability for interest thereon, and thereafter such coverage shall be provided at the expense of the Company for the remainder of the period. If an Executive is entitled to the benefits described in this Section 4(b)(ii8(b)(ii) due to Executive’s termination of employment pursuant to Section 2 of this Agreement, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii8(b)(ii) the Company shall either (1) reimburse the Executive for any COBRA premiums paid by Executive between the date of the Executive’s Termination Date and the date of the Change in Control of the Company (or such earlier date as the Executive would cease being eligible for the benefits as described herein), or (2) provide retroactive coverage effective as of the Executive’s Termination Date.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of of: (i) death, , (ii) Disability disability pursuant to Section 7 12 hereof, or or (iii) CauseCause (any such terminations to be subject to the procedures set forth in Section 13 hereof), then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits described and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 5(a14(a) hereof and, as severance payhereof, the Termination Payment, described in Payment pursuant to Section 5(b9(b) hereof. (b) If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Executive shall be entitled to the following additional benefits: (i) The Executive shall receive, at the expense of the Company, reasonable outplacement services services, on an individual individualized basis at a level of service commensurate with the Executive's status with the Company immediately prior to the Change in Control of the Company (or, if higher, immediately prior to the termination of the Executive's employment), provided by a nationally recognized executive placement firm selected by the Company; provided that the cost to the Company and acceptable to Executive for up to one year following the date of such services shall not exceed 15% of the Covered Termination, up Executive's annual base salary in effect immediately prior to a maximum expense the Change in Control of Thirty Thousand Dollars ($30,000.00)the Company. (ii) Until the earlier of the eighteen month anniversary end of the Termination Date Employment 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 following benefits benefits, the Executive shall continue to be covered, at the expense of the Company, by the same or equivalent most favorable life insurance, hospitalization, medical and dental coverage as was required hereunder with respect coverage, provided to the Executive and his family during the 180-day period immediately prior to the date the Notice of Termination is given. The continuation of hospitalization, medical and dental coverage hereunder shall count as COBRA continuation coverage; and If an Executive is entitled to the benefits described in this Section 4(b)(ii) due to Executive’s termination of employment pursuant to Section 2 of this Agreement, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii) the Company shall either (1) reimburse the Executive for any COBRA premiums paid by Executive between the date of the Executive’s Termination Date and the date of the Change in Control of the Company or, if more favorable to the Executive, the coverage in effect generally at any time thereafter for executives of the Company (or such earlier date as the Employer) of comparable status and position to the Executive would cease being eligible for the benefits as described herein), or (2) provide retroactive coverage effective as of the Executive’s Termination Dateand their families.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) Disability disability pursuant to Section 7 13 hereof, or (iii) CauseCause (any such terminations to be subject to the procedures set forth in Section 14 hereof), then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits described in Section 5(a) hereof and, in lieu of further Annual Base Salary for periods following the Termination Date, as liquidated damages and additional severance paypay and in consideration of the covenant of the Executive set forth in Subsection 15(a) hereof, the Termination Payment, described in Section 5(bPayment pursuant to Subsection 10(b) hereof. (b) If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Company shall provide to the Executive shall be entitled to the following additional benefits: (i) The Executive shall receivereceive until the end of the second calendar year following the calendar year in which the Executive’s Termination of Employment occurs, at the expense of the Company, reasonable outplacement services services, on an individual individualized basis at a level of service commensurate with the Executive’s status with the Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the Company; provided that the cost to the Company and acceptable to Executive for up to one year following the date of such services shall not exceed 10% of the Covered Termination, up to a maximum expense of Thirty Thousand Dollars ($30,000.00)Executive’s Annual Base Salary. (ii) Until the earlier of the eighteen month anniversary end of the Termination Date Employment 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 following benefits benefits, the Executive shall continue to be covered, at the expense of the Company, by the 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. The , subject to the following: (A) If applicable, following the end of the COBRA continuation of period, if such hospitalization, medical and or dental coverage hereunder is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall count as COBRA continuation comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Company shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Termination Date, the Executive shall pay the Company for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Company shall make a cash payment to the Executive equal to the aggregate premiums paid by the Executive for such coverage; , and thereafter such coverage shall be provided at the expense of the Company for the remainder of the period. If an the Executive is entitled to the benefits described in this Section 4(b)(ii) due to Executive’s termination of employment Termination Payment pursuant to Section 2 Subsection 3(b), within ten days following the Change in Control of this Agreement, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii) , the Company shall either (1) reimburse the Executive for any COBRA premiums the Executive paid by Executive between the date of for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date and through the date of the Change in Control of the Company. (iii) The Company (or such earlier date as shall cause the Executive would cease being eligible to be fully and immediately vested in his or her accrued benefit under any supplemental executive retirement plan of the Employer providing benefits for the benefits Executive (the “SERP”) and in any restricted stock paid as described herein), or (2) provide retroactive coverage effective as part of the Executive’s Bonus Amount as contemplated by Subsection 6(g)(ii). (iv) If the Executive is not fully vested in all accrued benefits under any defined contribution retirement plan of the Employer, the Company shall make a lump sum payment to the Executive in an amount equal to the difference between the fully vested amount of the Executive’s account balances under such plan at the Termination DateDate and the vested amount of such balances at such time. (v) The Company shall reimburse the Executive for up to an aggregate of $10,000 in (A) tax preparation assistance fees for the tax year in which the Termination Payment is made and (B) fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under Subsection 10(b). (vi) The Company shall cause all restrictions on Restricted Stock Awards held by the Executive upon the Termination Date to lapse such that the Executive is fully and immediately vested in his or her restricted stock or restricted stock units and shall cause all unexercised stock options held by the Executive upon the Termination Date to be fully vested and exercisable in full.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) Disability disability pursuant to Section 7 12 hereof, or (iii) CauseCause (any such terminations to be subject to the procedures set forth in Section 13 hereof), then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits described in Section 5(a) hereof and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance paypay and in consideration of the covenant of the Executive set forth in Subsection 14(a) hereof, the Termination Payment, described in Section 5(bPayment pursuant to Subsection 9(b) hereof. (b) If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Company shall provide to the Executive shall be entitled to the following additional benefits: (i) The Executive shall receive, at the expense of the Company, reasonable outplacement services services, on an individual individualized basis at a level of service commensurate with the Executive's status with the Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the termination of the Executive's employment), provided by a nationally recognized executive placement firm selected by the Company; provided that the cost to the Company and acceptable to Executive for up to one year following the date of such services shall not exceed 10% of the Covered Termination, up to a maximum expense of Thirty Thousand Dollars ($30,000.00)Executive's Annual Base Salary. (ii) Until the earlier of the eighteen month anniversary end of the Termination Date Employment 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 following benefits benefits, the Executive shall continue to be covered, at the expense of the Company, by the 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. (iii) The Company shall cause the Executive to be fully and immediately vested in his accrued benefit under any supplemental executive retirement plan of the Employer providing benefits for the Executive (the "SERP") and in any defined contribution retirement plan of the Employer. The continuation of hospitalizationIn addition, medical and dental coverage hereunder shall count as COBRA continuation coverage; and If an Executive is entitled to the benefits described in this Section 4(b)(ii) due to Executive’s termination of employment pursuant to Section 2 of this Agreement, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii) the Company shall either cause the Executive to be deemed to have satisfied any minimum years of service requirement under the SERP for subsidized early retirement benefits regardless of the Executive's age and service at the Termination Date; provided, however, that SERP benefits will be based on service to date with no additional credit for service or age beyond such Termination Date. (1iv) The Company shall cause all restrictions on restricted stock awards made to the Executive to lapse such that the Executive is fully and immediately vested in his or her restricted stock. (v) The Company shall cause all stock options granted to the Executive pursuant to the Company's stock option plan(s) to be fully vested. (vi) The Company shall cause all performance plan awards granted to the Executive pursuant to any long-term incentive plan maintained by the Company to be paid out at target, as if all performance requirements had been satisfied, on a pro rata basis based on the completed portion of each award cycle; provided, however, no payment of plan awards will occur from any award cycle that has been in effect less than six (6) months. (vii) The Company shall reimburse the Executive for any COBRA premiums paid by Executive between the date of the Executive’s Termination Date and the date of the Change up to $15,000 in Control of the Company (or such earlier date as the Executive would cease being eligible tax preparation assistance fees for the benefits as described herein), or (2) provide retroactive coverage effective as of tax year in which the Executive’s Termination DatePayment is made.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive Employee for Good Reason, or by the Company other than by reason of (i) death, (ii) Disability disability pursuant to Section 7 12 hereof, or (iii) CauseCause (any such terminations to be subject to the procedures set forth in Section 13 hereof), then the Executive Employee shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits described in Section 5(a) hereof and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance paypay and in consideration of the covenant of the Employee set forth in Subsection 14(a) hereof, the Termination Payment, described in Section 5(bPayment pursuant to Subsection 9(b) hereof. (b) If there is a Covered Termination and the Executive Employee is entitled to Accrued Benefits and the Termination Payment, then the Executive Company shall be entitled provide to the Employee the following additional benefits: (i) The Executive Employee shall receive, at the expense of the Company, reasonable outplacement services services, on an individual individualized basis at a level of service commensurate with the Employee’s status and position with the Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the termination of the Employee’s employment), provided by a nationally recognized executive placement firm selected by the Company; provided that the cost to the Company of such services shall not exceed 10% of the Employee’s Annual Base Salary and acceptable to Executive for up to one that such outplacement services shall cease no later than December 31 of the second calendar year following the date of calendar year in which the Covered Termination, up to a maximum expense of Thirty Thousand Dollars ($30,000.00)Employee’s Separation from Service occurs. (ii) Until the earlier of the eighteen month second anniversary of the Covered Termination Date or such time as the Executive Employee has obtained new employment and is covered by benefits which which, in the aggregate with the life benefits in (iii) below, are at least equal in value to the following benefits and those provided pursuant to (iii) below, the Executive Employee shall continue to be covered, at the expense of the Company, by the same or equivalent life insurance, hospitalization, medical and dental coverage (each, a “health plan”) as was required hereunder with respect to the Executive Employee immediately prior to the date the Notice of Termination is given. The continuation of hospitalization, medical and dental Such coverage hereunder shall count as COBRA continuation coverage; . Notwithstanding the foregoing, following the end of the COBRA continuation period, if such coverage is provided under a health plan that is subject to Code Section 105(h), benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and If an Executive is entitled to the benefits described in this Section 4(b)(ii(B) due to Executive’s termination of employment pursuant to Section 2 of this Agreementand, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii) if necessary, the Company shall either amend such health plan to comply therewith. (1iii) reimburse Until the Executive earlier of the second anniversary of the Covered Termination or such time as the Employee has obtained new employment and is covered by benefits which, in the aggregate with the health plan benefits in (ii) above, are at least equal in value to the following benefits and those provided pursuant to (ii) above, the Employee shall continue to be covered by the same or equivalent life coverage as was required hereunder with respect to the Employee immediately prior to the date the Notice of Termination is given. During the first six months following the Employee’s Separation from Service, the Employee shall pay the Company for any COBRA such coverage that is in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Company shall make a cash payment to the Employee equal to the aggregate premiums paid by Executive between the Employee, and thereafter such coverage shall be provided at the expense of the Company for the remainder of the period. (iv) The Company shall cause the Employee to be fully and immediately vested in his accrued benefit under any supplemental executive retirement plan of the Company providing benefits for the Employee (the “SERP”) and in any nonqualified defined contribution retirement plan of the Company. In addition, the Company shall cause the Employee to be deemed to have satisfied any minimum years of service requirement under the SERP for subsidized early retirement benefits regardless of the Employee's age and service at the date of the Executive’s Termination Date and Covered Termination; provided, however, that SERP benefits will be based on service to date with no additional credit for service or age beyond the date of the Change in Control of Covered Termination. (v) All equity-based awards issued to the Company (or such earlier date as Employee will be governed by the Executive would cease being eligible for plan and the benefits as described herein), or (2) provide retroactive coverage effective as of agreement pursuant to which the Executive’s Termination Dateawards were granted.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive for Good ReasonReason or a Discretionary Termination, or by the Company other than by reason of (i) death, (ii) Disability disability pursuant to Section 7 12 hereof, or (iii) Cause, then the Executive shall be entitled to receive, and the Company shall pay, Accrued Benefits described in pursuant to Section 5(a9(a) hereof and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and severance pay, the Termination Payment, described in Payment pursuant to Section 5(b9(b) hereof. (b) If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Executive shall be entitled to the following additional benefits: (i) The Executive shall receive, at the expense of the Company, reasonable outplacement services on an individual basis provided by a nationally recognized executive placement firm selected by the Company and acceptable to Executive for up to one until the earlier of the last day of the second calendar year following the date of calendar year in which the Covered Termination, up Executive’s Separation from Service occurs or such time as the Executive has obtained new full-time employment comparable to a maximum expense of Thirty Thousand Dollars ($30,000.00)his position at the Company. (ii) Until the earlier of the eighteen month third anniversary of the Termination Date 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 following benefits the Executive shall continue to be covered, at the expense of the Company, by the 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, subject to the following: (A) If applicable, following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Code Section 105(h), benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and (B), and if necessary, the Company shall amend such health plan to comply therewith. The continuation of hospitalization, medical and dental coverage hereunder shall count as COBRA continuation coverage; and (B) If the Executive at the time of his Separation from Service is a Specified Employee, then during the first six (6) months following the Executive’s Separation from Service, the Executive shall pay the Company for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six (6)-month period, the Company shall make a cash payment to the Executive equal to the aggregate premiums paid by the Executive for such coverage, without liability for interest thereon, and thereafter such coverage shall be provided at the expense of the Company for the remainder of the period. If an Executive is entitled to the benefits described in this Section 4(b)(ii8(b)(ii) due to Executive’s termination of employment pursuant to Section 2 of this Agreement, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii8(b)(ii) the Company shall either (1) reimburse the Executive for any COBRA premiums paid by Executive between the date of the Executive’s Termination Date and the date of the Change in Control of the Company (or such earlier date as the Executive would cease being eligible for the benefits as described herein), or (2) provide retroactive coverage effective as of the Executive’s Termination Date.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) Disability disability pursuant to Section 7 12 hereof, or (iii) Cause, then the Executive shall be entitled to receive, and the Company shall pay, Accrued Benefits described in pursuant to Section 5(a9(a) hereof and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and severance pay, the Termination Payment, described in Payment pursuant to Section 5(b9(b) hereof. (b) If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Executive shall be entitled to the following additional benefits: (i) The Executive shall receive, at the expense of the Company, reasonable outplacement services on an individual basis provided by a nationally recognized executive placement firm selected by the Company and acceptable to Executive for up to one until the earlier of the last day of the second calendar year following the date of calendar year in which the Covered Termination, up Executive’s Separation from Service occurs or such time as the Executive has obtained new full-time employment comparable to a maximum expense of Thirty Thousand Dollars ($30,000.00)his position at the Company. (ii) Until the earlier of the eighteen month first anniversary of the Termination Date 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 following benefits the Executive shall continue to be covered, at the expense of the Company, by the 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, subject to the following: (A) If applicable, following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Code Section 105(h), benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and (B), and if necessary, the Company shall amend such health plan to comply therewith. The continuation of hospitalization, medical and dental coverage hereunder shall count as COBRA continuation coverage; and (B) If the Executive at the time of his Separation from Service is a Specified Employee, then during the first six (6) months following the Executive’s Separation from Service, the Executive shall pay the Company for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six (6)-month period, the Company shall make a cash payment to the Executive equal to the aggregate premiums paid by the Executive for such coverage, without liability for interest thereon, and thereafter such coverage shall be provided at the expense of the Company for the remainder of the period. If an Executive is entitled to the benefits described in this Section 4(b)(ii8(b)(ii) due to Executive’s termination of employment pursuant to Section 2 of this Agreement, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii8(b)(ii) the Company shall either (1) reimburse the Executive for any COBRA premiums paid by Executive between the date of the Executive’s Termination Date and the date of the Change in Control of the Company (or such earlier date as the Executive would cease being eligible for the benefits as described herein), or (2) provide retroactive coverage effective as of the Executive’s Termination Date.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) Disability disability pursuant to Section 7 12 hereof, or (iii) CauseCause (any such terminations to be subject to the procedures set forth in Section 13 hereof), then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits described and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 5(a14(a) hereof and, as severance payhereof, the Termination Payment, described in Payment pursuant to Section 5(b9(b) hereof. (b) If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Executive shall be entitled to the following additional benefits: (i) The Executive shall receive, at the expense of the Company, reasonable outplacement services services, on an individual individualized basis at a level of service commensurate with the Executive's status with the Company immediately prior to the Change in Control of the Company (or, if higher, immediately prior to the termination of the Executive's employment), provided by a nationally recognized executive placement firm selected by the Company and acceptable to Executive for up to one year following the date of the Covered Termination, up to a maximum expense of Thirty Thousand Dollars ($30,000.00)Company. (ii) Until the earlier of the eighteen month anniversary end of the Termination Date Employment 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 following benefits benefits, the Executive shall continue to be covered, at the expense of the Company, by the 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. The continuation of hospitalization, medical and dental coverage hereunder shall count as COBRA continuation coverage; and If an . (iii) In addition to the retirement benefits to which the Executive is entitled to under the benefits described in this Section 4(b)(iiXxxxxxxx & Xxxxx Retirement Plan and the Executive's Supplemental Executive Retirement Plan (each, a "Pension Plan") due to Executive’s termination of employment pursuant to Section 2 of this Agreementor any successor plan thereto, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii) the Company shall either pay the Executive, within ten business days following the Termination Date, a lump sum amount, in cash, equal to the excess of (1i) reimburse the actuarial equivalent of the aggregate retirement pension (determined as a straight life annuity commencing at age 65 which the Executive for would have accrued under the terms of all Pension Plans (without regard to any COBRA premiums paid by amendment to any Pension Plan made subsequent to a Change in Control of the Company, which amendment adversely affects in any manner the computation of retirement benefits thereunder), determined as if the Executive between were fully vested thereunder and had accumulated (after the Termination Date) the number of additional months of service credit thereunder equal to the number of months remaining from the Termination Date until the Executive's 65th birthday, and had been credited under each Pension Plan during such period with compensation equal to the Executive's Annual Cash Compensation (as defined in Section 9(b) (i)), over (ii) the actuarial equivalent of the aggregate retirement pension (taking into account any early retirement subsidies associated therewith and determined 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 greatest) which the Executive had accrued pursuant to the provisions of the Executive’s Pension Plans as of the Termination Date. For purposes of this Section 8(b) (iii), "actuarial equivalent" shall be determined using the same assumptions utilized under the Xxxxxxxx & Xxxxx Retirement Plan immediately prior to the Termination Date and or, if more favorable to the date of Executive, immediately prior to the Change in Control of the Company. (iv) Notwithstanding any provisions of the Bonus Plan to the contrary but without duplication, the Company (or such earlier date as shall pay to the Executive would cease being eligible a lump sum amount, in cash, equal to a pro rata portion to the Termination Date of the aggregate value of all incentive compensation awards to the Executive for all then uncompleted periods under such plan, calculated in a manner set forth in the plan which is applicable to "involuntary termination without cause" thereunder. (v) In addition, the Executive, upon a Covered Termination, shall be provided (and may avail himself of at any time during the remainder of the Employment Period) the same relocation benefits, including the Home Purchase Program, as were available to Executive and Vice President level employees immediately prior to the Change in Control of the Company, and shall have the right to purchase the Company car then assigned to him for $1.00. The Company shall also, for the benefits as described herein), or (2) provide retroactive coverage effective as remainder of the Employment Period, (A) reimburse the Executive for monthly membership dues and assessments (and initiation fee, if applicable) to the country club selected by the Executive’s Termination Date, (B) reimburse the Executive for professional legal and tax planning assistance, up to a maximum of $10,000, and (C) continue to provide the Executive with an annual physical examination by a physician on the same basis as immediately prior to the Change in Control of the Company.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) Disability disability pursuant to Section 7 12 hereof, or (iii) Cause, then the Executive shall be entitled to receive, and the Company shall pay, Accrued Benefits described in pursuant to Section 5(a9(a) hereof and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and severance pay, the Termination Payment, described in Payment pursuant to Section 5(b9(b) hereof. (b) If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Executive shall be entitled to the following additional benefits: (i) The Executive shall receive, at the expense of the Company, reasonable outplacement services on an individual basis provided by a nationally recognized executive placement firm selected by the Company and acceptable to Executive for up to one until the earlier of the last day of the second calendar year following the date of calendar year in which the Covered Termination, up Executive’s Separation from Service occurs or such time as the Executive has obtained new full-time employment comparable to a maximum expense of Thirty Thousand Dollars ($30,000.00)his position at the Company. (ii) Until the earlier of the eighteen month third anniversary of the Termination Date 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 following benefits the Executive shall continue to be covered, at the expense of the Company, by the 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, subject to the following: (A) If applicable, following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Code Section 105(h), benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and (B), and if necessary, the Company shall amend such health plan to comply therewith. The continuation of hospitalization, medical and dental coverage hereunder shall count as COBRA continuation coverage; and (B) If the Executive at the time of his Separation from Service is a Specified Employee, then during the first six (6) months following the Executive’s Separation from Service, the Executive shall pay the Company for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six (6)-month period, the Company shall make a cash payment to the Executive equal to the aggregate premiums paid by the Executive for such coverage, without liability for interest thereon, and thereafter such coverage shall be provided at the expense of the Company for the remainder of the period. If an Executive is entitled to the benefits described in this Section 4(b)(ii8(b)(ii) due to Executive’s termination of employment pursuant to Section 2 of this Agreement, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii8(b)(ii) the Company shall either (1) reimburse the Executive for any COBRA premiums paid by Executive between the date of the Executive’s Termination Date and the date of the Change in Control of the Company (or such earlier date as the Executive would cease being eligible for the benefits as described herein), or (2) provide retroactive coverage effective as of the Executive’s Termination Date.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive Employee for Good Reason, or by the Company other than by reason of (i) death, (ii) Disability disability pursuant to Section 7 12 hereof, or (iii) CauseCause (any such terminations to be subject to the procedures set forth in Section 13 hereof), then the Executive Employee shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits described in Section 5(a) hereof and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance paypay and in consideration of the covenant of the Employee set forth in Subsection 14(a) hereof, the Termination Payment, described in Section 5(bPayment pursuant to Subsection 9(b) hereof. (b) If there is a Covered Termination and the Executive Employee is entitled to Accrued Benefits and the Termination Payment, then the Executive Company shall be entitled provide to the Employee the following additional benefits: (i) The Executive Employee shall receive, at the expense of the Company, reasonable outplacement services services, on an individual individualized basis at a level of service commensurate with the Employee’s status and position with the Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the termination of the Employee’s employment), provided by a nationally recognized executive placement firm selected by the Company; provided that the cost to the Company of such services shall not exceed 10% of the Employee’s Annual Base Salary and acceptable to Executive for up to one that such outplacement services shall cease no later than December 31 of the second calendar year following the date of calendar year in which the Covered Termination, up to a maximum expense of Thirty Thousand Dollars ($30,000.00)Employee’s Separation from Service occurs. (ii) Until the earlier of the eighteen month second anniversary of the Covered Termination Date or such time as the Executive Employee has obtained new employment and is covered by benefits which which, in the aggregate with the life benefits in (iii) below, are at least equal in value to the following benefits and those provided pursuant to (iii) below, the Executive Employee shall continue to be covered, at the expense of the Company, by the same or equivalent life insurance, hospitalization, medical and dental coverage (each, a “health plan”) as was required hereunder with respect to the Executive Employee immediately prior to the date the Notice of Termination is given. The continuation of hospitalization, medical and dental Such coverage hereunder shall count as COBRA continuation coverage; . Notwithstanding the foregoing, following the end of the COBRA continuation period, if such coverage is provided under a health plan that is subject to Code Section 105(h), benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and If an Executive (B) and, if necessary, the Company shall amend such health plan to comply therewith. (iii) Until the earlier of the second anniversary of the Covered Termination or such time as the Employee has obtained new employment and is entitled covered by benefits which, in the aggregate with the health plan benefits in (ii) above, are at least equal in value to the following benefits described in this Section 4(b)(ii) due to Executive’s termination of employment and those provided pursuant to Section 2 of this Agreement(ii) above, then the Employee shall continue to be covered by the same or equivalent life coverage as was required hereunder with respect to the extent necessary Employee immediately prior to discharge the date the Notice of Termination is given. During the first six months following the Employee’s Separation from Service, the Employee shall pay the Company for such coverage that is in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Company shall make a cash payment to the Employee equal to the aggregate premiums paid by the Employee, and thereafter such coverage shall be provided at the expense of the Company for the remainder of the period. (iv) The Company shall cause all restrictions on restricted stock awards made to the Employee to lapse such that the Employee is fully and immediately vested in the Employee’s restricted stock. (v) The Company shall cause all stock options granted to the Employee pursuant to the Company’s obligation stock option plan(s) to Executive under this Section 4(b)(iibe fully vested. (vi) The Company shall cause all performance plan awards granted to the Employee pursuant to any long-term incentive plan maintained by the Company shall either (1) reimburse to be paid out at target, as if all performance requirements had been satisfied, on a pro rata basis based on the Executive completed portion of each award cycle; provided, however, no payment of plan awards will occur for any COBRA premiums paid by Executive between award cycle that has been in effect less than six (6) months. Such payment shall be made at the date of same time and with the Executive’s Termination Date and the date of the Change in Control of the Company (or such earlier date same interest calculation as the Executive would cease being eligible for the benefits as described herein), or (2) provide retroactive coverage effective as of the Executive’s Termination DatePayment.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) Disability disability pursuant to Section 7 12 hereof, or (iii) CauseCause (any such terminations to be subject to the procedures set forth in Section 13 hereof), then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits described and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 5(a14(a) hereof and, as severance payhereof, the Termination Payment, described in Payment pursuant to Section 5(b9(b) hereof. (b) If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Executive shall be entitled to the following additional benefits: (i) The Executive shall receive, at the expense of the Company, reasonable outplacement services services, on an individual individualized basis at a level of service commensurate with the Executive’s status with the Company immediately prior to the Change in Control of the Company (or, if higher, immediately prior to the termination of the Executive’s employment), provided by a nationally recognized executive placement firm selected by the Company and acceptable to Executive for up to one Company; provided that the availability of outplacement services shall not extend beyond December 31 of the second calendar year following the date calendar year in which occurs the Executive’s Separation from Service; and provided further, that the cost to the Company of such services shall not exceed 15% of the Covered Termination, up Executive’s annual base salary in effect immediately prior to a maximum expense the Change in Control of Thirty Thousand Dollars ($30,000.00)the Company. (ii) Until the earlier of the eighteen month anniversary end of the Termination Date Employment 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 following benefits benefits, the Executive shall continue to be covered, at the expense of the Company, by the same or equivalent most favorable life insurance, hospitalization, medical and dental coverage as was required hereunder with respect coverage, provided to the Executive and his family during the 180-day period immediately prior to the date the Notice of Termination is given. The continuation of hospitalization, medical and dental coverage hereunder shall count as COBRA continuation coverage; and If an Executive is entitled to the benefits described in this Section 4(b)(ii) due to Executive’s termination of employment pursuant to Section 2 of this Agreement, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii) the Company shall either (1) reimburse the Executive for any COBRA premiums paid by Executive between the date of the Executive’s Termination Date and the date of the Change in Control of the Company or, if more favorable to the Executive, the coverage in effect generally at any time thereafter for executives of the Company (or such earlier date as the Employer) of comparable status and position to the Executive would cease being eligible for and their families, subject to the following: (A) If applicable, following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits as described herein)payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and (B) and, or if necessary, the Company shall amend such health plan to comply therewith. (2B) provide retroactive coverage effective as To the extent required in order to comply with Section 409A of the Code, during the first six months following the Executive’s Termination DateSeparation from Service, the Executive shall pay the Company for any life insurance coverage that provides benefits under a group term life insurance policy. Promptly following the end of such six month period, the Company shall make a cash payment to the Executive equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Company for the remainder of the period.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) Disability disability pursuant to Section 7 12 hereof, or (iii) CauseCause (any such terminations to be subject to the procedures set forth in Section 14 hereof), then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits described and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 5(a15(a) hereof and, as severance payhereof, the Termination Payment, described in Payment pursuant to Section 5(b9(b) hereof. (b) If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Executive shall be entitled to the following additional benefits: (i) The Executive shall receive, at will be entitled to pension benefits in addition to the expense most favorable benefits provided for him under any version of the Company's Employees Pension Plan and the Company's Supplemental Retirement Plan (or any successors to such plans) in effect at any time during the 180-day period prior to the Effective Date (the "Retirement Plans"). The amount of additional pension benefits will be equal to the difference between the amount the Executive (or in the event of the Executive's death, reasonable outplacement services the Executive's surviving spouse or other beneficiary) would be actually entitled to receive upon retirement under the terms and conditions of the Retirement Plans and the amount the Executive (or such surviving spouse or beneficiary) would have been entitled to receive under such terms and conditions if (A) the Executive's benefits under the Retirement Plans had been fully vested on the Termination Date and (B) (1) if the Executive is 50 years of age or less on the Termination Date the Executive had continued to work for the remainder of the Employment Period or (2) if the Executive is over 50 years of age on the Termination Date he had continued to work until his 65th birthday, in each case at a rate equal to the Executive's Annual Cash Compensation (as defined herein); provided, however, that in no event will the assumed period of continued employment extend beyond the date on which the Executive elects to begin receiving the additional pension benefits. The Executive shall be entitled to elect to receive his additional pension benefits in any form (e.g. joint and survivor) that would have been available to him under the terms and conditions of the Retirement Plans and (subject to reduction, if any, under such terms) at any time after he has attained the age at which early retirement is permitted. In addition, if the Executive starts to receive his additional pension benefits before the earliest date on which he is eligible for unreduced Social Security benefits, the Executive will receive an individual basis provided by a nationally recognized executive placement firm selected by amount equal to the Company difference between his estimated unreduced Social Security benefit and acceptable the actual Social Security benefit to Executive for up to one year following which he is entitled on the date of such commencement, payable until he attains the Covered Termination, up to a maximum expense of Thirty Thousand Dollars ($30,000.00)age when he is eligible for unreduced benefits. (ii) Until the earlier of the eighteen month anniversary end of the Termination Date Employment 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 following benefits benefits, the Executive shall continue to be covered, at the expense of the Company, by the same or equivalent most favorable life insurance, hospitalization, medical and dental coverage as was required hereunder with respect provided to the Executive and the Executive's family during the 180-day period immediately preceding the Effective Date or, if more favorable to the Executive, the coverage in effect generally at any time thereafter for executives of the Employer of comparable status and position to the Executive and their families. (iii) The Executive shall be entitled to receive at the same time that the Termination Payment is made all amounts then credited to the Executive's account in the "Bonus Banks" under both the EP Plan and the Long-Term EP Plan. Such amounts so paid out shall not be subject to future forfeiture. (iv) The Company shall bear up to $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under Section 9(b). (v) The Executive shall receive, at the expense of the Company, outplacement services, on an individual basis at a level of service commensurate with the Executive's status with the Employer immediately prior to the date the Notice of Termination is given. The continuation of hospitalizationEffective Date (or, medical and dental coverage hereunder shall count as COBRA continuation coverage; and If an Executive is entitled if higher, immediately prior to the benefits described in this Section 4(b)(ii) due to Executive’s termination of employment pursuant to Section 2 of this Agreement, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii) the Company shall either (1) reimburse the Executive for any COBRA premiums paid by Executive between the date of the Executive’s Termination Date and 's employment), provided by a nationally recognized executive placement firm selected by the date Company; provided that the cost to the Company of such services shall not exceed 15% of the Change in Control of the Company (or such earlier date as the Executive would cease being eligible for the benefits as described herein), or (2) provide retroactive coverage effective as sum of the Executive’s Termination Date's Annual Base Salary and most recent annual bonus award (determined on an annualized basis for any bonus award paid for a period of less than one year).

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) Disability disability pursuant to Section 7 12 hereof, or (iii) CauseCause (any such terminations to be subject to the procedures set forth in Section 14 hereof), then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits described and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 5(a15(a) hereof and, as severance payhereof, the Termination Payment, described in Payment pursuant to Section 5(b9(b) hereof. (b) If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Executive shall be entitled to the following additional benefits: (i) The Executive shall receive, at will be entitled to pension benefits in addition to the expense most favorable benefits provided for him under any version of the Company's Salaried Employees Pension Plan and the Company's Supplemental Retirement Plan (or any successors to such plans) in effect at any time during the 180-day period prior to the Effective Date (the "Retirement Plans"). The amount of additional pension benefits will be equal to the difference between the amount the Executive (or in the event of the Executive's death, reasonable outplacement services the Executive's surviving spouse or other beneficiary) would be actually entitled to receive upon retirement under the terms and conditions of the Retirement Plans and the amount the Executive (or such surviving spouse or beneficiary) would have been entitled to receive under such terms and conditions if (A) the Executive's benefits under the Retirement Plans had been fully vested on an individual basis provided by the Termination Date and (B) (1) if the Executive is 50 years of age or less on the Termination Date the Executive had continued to work for the remainder of the Employment Period or (2) if the Executive is over 50 years of age on the Termination Date he had continued to work until his 65th birthday, in each case at a nationally recognized executive placement firm selected by salary rate equal to the Company and acceptable to Executive for up to one year following Executive's Annual Base Salary; provided, however, that in no event will the assumed period of continued employment extend beyond the date on which the Executive elects to begin receiving the additional pension benefits. The Executive shall be entitled to elect to receive his additional pension benefits in any form (e.g. joint and survivor) that would have been available to him under the terms and conditions of the Covered TerminationRetirement Plans and (subject to reduction, up if any, under such terms) at any time after he has attained the age at which early retirement is permitted. In addition, if the Executive starts to a maximum expense of Thirty Thousand Dollars ($30,000.00)receive his additional pension benefits before the earliest date on which he is eligible for unreduced Social Security benefits, the Executive will receive an amount equal to the difference between his estimated unreduced Social Security benefit and the actual benefit to which he is entitled until he attains the age when he is eligible for unreduced benefits. (ii) Until the earlier of the eighteen month anniversary end of the Termination Date Employment 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 following benefits benefits, the Executive shall continue to be covered, at the expense of the Company, by the same or equivalent most favorable life insurance, hospitalization, medical and dental coverage as was required hereunder with respect provided to the Executive and the Executive's family during the 180-day period immediately prior preceding the Effective Date or, if more favorable to the date Executive, the Notice coverage in effect generally at any time thereafter for executives of Termination is given. The continuation the Employer of hospitalization, medical comparable status and dental coverage hereunder shall count as COBRA continuation coverage; and If an Executive is entitled position to the benefits described in this Section 4(b)(ii) due to Executive’s termination of employment pursuant to Section 2 of this Agreement, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii) the Company shall either (1) reimburse the Executive for any COBRA premiums paid by Executive between the date of the Executive’s Termination Date and the date of the Change in Control of the Company (or such earlier date as the Executive would cease being eligible for the benefits as described herein), or (2) provide retroactive coverage effective as of the Executive’s Termination Datetheir families.

Termination Giving Rise to a Termination Payment. (a) If there If, during the Employment Period, the Executive’s employment is a Covered Termination terminated by the Executive for Good Reason, Reason within two years following the event giving rise to Good Reason or by the Company Employer other than by reason of (i) death, (ii) Disability pursuant to Section 7 hereof, 9 or (iii) Cause, then subject to the procedures set forth in Section 12, (a) the Executive shall be entitled to receive, receive and the Company or the Employer, as applicable, shall pay, pay the Executive’s Accrued Benefits described in accordance with Section 5(a6(a) hereof and, in lieu of further salary payments for periods following the Termination Date, as severance pay, the a Termination Payment, described in Section 5(b) hereof.; (b) the Executive and his eligible dependents shall continue to be covered until the end of the second calendar year following the year in which the Termination Date occurs, under the same terms and conditions, by the medical plan, dental plan and/or group life insurance plan maintained by the Company or the Employer which covered that Executive and his eligible dependents prior to the Executive’s Termination Date. Notwithstanding the foregoing, if the Company’s or Employer’s medical plan, dental plan and/or group life insurance plan covering the Executive on his or her Termination Date was amended, replaced or terminated on or after the Change of Control and such action would constitute Good Reason within the meaning of Section 1(m), the Executive and his or her eligible dependents shall be entitled to continued coverage for purposes of this Section 11(b) under the terms of the medical plan, dental plan and/or group life insurance plan which they participated in immediately prior to the Change of Control. If there the affected plan is no longer available, the Company shall make arrangements to provide equivalent coverage to the Executive and his or her eligible dependents. For this purpose, “equivalent coverage” shall mean medical, dental and/or life insurance coverage, which, when added to the coverage provided to the Executive and his or her eligible dependents under the Company’s or Employer’s medical plan, dental plan and/or group life insurance plan in effect on the Executive’s Termination Date, equals or exceeds the level of benefits provided under the medical plan, dental plan and/or group life insurance plan to the Executive and his or her eligible dependents on the day immediately preceding the Change of Control. The Executive and the Employer shall share the cost of the continued coverage under this Section 11(b) in the same proportions as the Employer and similarly situated active employees shared the cost of such coverage on the day preceding the Executive’s Termination Date. For purposes of satisfying the Company’s or Employer’s obligation under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) to continue group health care coverage to the Executive and his eligible dependents as a Covered Termination and result of the Executive’s termination of employment, the period during which the Executive is permitted to continue to participate in the Company’s or Employer’s medical plans and/or dental plans under this Section 11(b) shall not be taken into account and treated as part of the period during which the Executive and his eligible dependents are entitled to Accrued Benefits continued coverage under the Company’s or Employer’s group health plans under COBRA. Following the end of the continuation period specified in this Section 11(b), the Executive and his eligible dependents shall be covered under such plans and arrangements only as required under the Termination Payment, then provisions of COBRA; (c) the Executive shall be entitled to the following acceleration of benefits, if any, as may be set forth in or contemplated by the Pinnacle West Capital Corporation Stock Option and Incentive Plan, as amended from time to time, the Pinnacle West Capital Corporation 2002 Long-Term Incentive Plan, the Pinnacle West Capital Corporation 2007 Long-Term Incentive Plan, the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan or any successor or additional benefits:long-term incentive plan of the Company or any related award agreement, as applicable; and (id) The Executive shall receive, at the expense of the Company, reasonable outplacement “out-placement” services on an individual basis will be provided by a nationally recognized executive placement firm selected by the Company and acceptable to Executive for up to one year following the date of the Covered Termination, up to a maximum expense of Thirty Thousand Dollars ($30,000.00). (ii) Until the earlier of the eighteen month anniversary of the Termination Date 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 following benefits the Executive shall continue to be covered, at the expense of the Company, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to for a period beginning on the date the Notice of Termination is given. The continuation of hospitalization, medical and dental coverage hereunder shall count as COBRA continuation coverage; and If an Executive is entitled to the benefits described in this Section 4(b)(ii) due to Executive’s termination of employment pursuant to Section 2 of this Agreement, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii) the Company Termination Date. Such services shall either (1) reimburse the Executive be provided for any COBRA premiums paid by Executive between the date of a period beginning on the Executive’s Termination Date and ending on the earlier of the date on which the Executive becomes employed in a position commensurate with his or her current salary and responsibilities or the last day of the Change in Control of the Company twelve (or such earlier date as the Executive would cease being eligible for the benefits as described herein), or (212) provide retroactive coverage effective as of month period which began on the Executive’s Termination Date. The “out-placement” services shall be provided by an out-placement company selected by the Company.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) Disability disability pursuant to Section 7 12 hereof, or (iii) CauseCause (any such terminations to be subject to the procedures set forth in Section 13 hereof), then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits described and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 5(a14(a) hereof and, as severance payhereof, the Termination Payment, described in Payment pursuant to Section 5(b9(b) hereof. (b) If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Executive shall be entitled to the following additional benefits: (i) The Executive shall receive, at the expense of the Company, reasonable outplacement services services, on an individual individualized basis at a level of service commensurate with the Executive's status with the Company immediately prior to the Change in Control of the Company (or, if higher, immediately prior to the termination of the Executive's employment), provided by a nationally recognized executive placement firm selected by the Company; provided that the cost to the Company and acceptable to Executive for up to one year following the date of such services shall not exceed 15% of the Covered Termination, up Executive's annual base salary in effect immediately prior to a maximum expense the Change in Control of Thirty Thousand Dollars ($30,000.00)the Company. (ii) Until the earlier of the eighteen month anniversary end of the Termination Date Employment 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 following benefits benefits, the Executive shall continue to be covered, at the expense of the Company, by the same or equivalent most favorable life insurance, hospitalization, medical and dental coverage as was required hereunder with respect coverage, provided to the Executive and his family during the 180-day period immediately prior to the date the Notice of Termination is given. The continuation of hospitalization, medical and dental coverage hereunder shall count as COBRA continuation coverage; and If an Executive is entitled to the benefits described in this Section 4(b)(ii) due to Executive’s termination of employment pursuant to Section 2 of this Agreement, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii) the Company shall either (1) reimburse the Executive for any COBRA premiums paid by Executive between the date of the Executive’s Termination Date and the date of the Change in Control of the Company or, if more favorable to the Executive, the coverage in effect generally at any time thereafter for executives of the Company (or such earlier date as the Employer) of comparable status and position to the Executive would cease being eligible for the benefits as described herein), or (2) provide retroactive coverage effective as of the Executive’s Termination Dateand their families.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination (a) that is a Discretionary Termination, (b) that is a termination by reason of death, (c) that is a termination by reason of disability pursuant to Section 12, (d) by the Executive for Good Reason, Reason or (e) by the Company or one of its Affiliates, other than by reason of (i) death, (ii) Disability pursuant to Section 7 hereof, or (iii) Cause, then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits described in pursuant to Section 5(a9(a) hereof and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and severance pay, the Termination Payment, described in Payment pursuant to Section 5(b9(b) hereof. (b) If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Executive and his wife shall be entitled to each, until the following additional benefits: later of (ia) The Executive shall receive, at the expense of the Company, reasonable outplacement services on an individual basis provided by a nationally recognized executive placement firm selected by the Company and acceptable to Executive for up to one year following the date of the Covered Termination, up to a maximum expense of Thirty Thousand Dollars ($30,000.00). (ii) Until the earlier of the eighteen month third anniversary of the Termination Date or such time as (b) the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits the Executive shall Executive's sixty-fifth birthday, continue to be covered, at the expense of the Company, covered by the same or equivalent life insurance, hospitalization, health, medical and dental coverage as was required provided hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given. The continuation of , with all costs and expenses (including premiums, deductibles and co-pay charges) associated with such life insurance, hospitalization, health, medical and dental coverage hereunder shall count as COBRA continuation coverage; and If an paid by the Company. In the event that the Executive is entitled dies prior to the benefits described in this Section 4(b)(iilater of (a) due the third anniversary of the Termination Date or (b) the Executive's sixty-fifth birthday, his wife shall, until her sixty-fifth birthday, continue to Executive’s termination of employment pursuant to Section 2 of this Agreementbe covered by the same or equivalent life insurance, then hospitalization, health, medical and dental coverage as was required hereunder immediately prior to the extent necessary to discharge Executive's death, with all costs and expenses (including premiums, deductibles and co-pay charges) associated with such life insurance, hospitalization, health, medical and dental coverage paid by the Company’s obligation to Executive under this Section 4(b)(ii) the Company shall either (1) reimburse the Executive for any COBRA premiums paid by Executive between the date of the Executive’s Termination Date and the date of the Change in Control of the Company (or such earlier date as the Executive would cease being eligible for the benefits as described herein), or (2) provide retroactive coverage effective as of the Executive’s Termination Date.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive Employee for Good Reason, or by the Company other than by reason of (i) death, (ii) Disability disability pursuant to Section 7 12 hereof, or (iii) CauseCause (any such terminations to be subject to the procedures set forth in Section 13 hereof), then the Executive Employee shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits described in Section 5(a) hereof and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance paypay and in consideration of the covenant of the Employee set forth in Subsection 14(a) hereof, the Termination Payment, described in Section 5(bPayment pursuant to Subsection 9(b) hereof. (b) If there is a Covered Termination and the Executive Employee is entitled to Accrued Benefits and the Termination Payment, then the Executive Company shall be entitled provide to the Employee the following additional benefits: (i) The Executive Employee shall receive, at the expense of the Company, reasonable outplacement services services, on an individual individualized basis at a level of service commensurate with the Employee’s status and position with the Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the termination of the Employee’s employment), provided by a nationally recognized executive placement firm selected by the Company; provided that the cost to the Company of such services shall not exceed 10% of the Employee’s Annual Base Salary and acceptable to Executive for up to one that such outplacement services shall cease no later than December 31 of the second calendar year following the date of calendar year in which the Covered Termination, up to a maximum expense of Thirty Thousand Dollars ($30,000.00)Employee’s Separation from Service occurs. (ii) Until the earlier of the eighteen month second anniversary of the Covered Termination Date or such time as the Executive Employee has obtained new employment and is covered by benefits which which, in the aggregate with the life benefits in (iii) below, are at least equal in value to the following benefits and those provided pursuant to (iii) below, the Executive Employee shall continue to be covered, at the expense of the Company, by the same or equivalent life insurance, hospitalization, medical and dental coverage (each, a “health plan”) as was required hereunder with respect to the Executive Employee immediately prior to the date the Notice of Termination is given. The continuation of hospitalization, medical and dental Such coverage hereunder shall count as COBRA continuation coverage; . Notwithstanding the foregoing, following the end of the COBRA continuation period, if such coverage is provided under a health plan that is subject to Code Section 105(h), benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and If an Executive is entitled to the benefits described in this Section 4(b)(ii(B) due to Executive’s termination of employment pursuant to Section 2 of this Agreementand, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii) if necessary, the Company shall either amend such health plan to comply therewith. (1iii) reimburse Until the Executive earlier of the second anniversary of the Covered Termination or such time as the Employee has obtained new employment and is covered by benefits which, in the aggregate with the health plan benefits in (ii) above, are at least equal in value to the following benefits and those provided pursuant to (ii) above, the Employee shall continue to be covered by the same or equivalent life coverage as was required hereunder with respect to the Employee immediately prior to the date the Notice of Termination is given. During the first six months following the Employee’s Separation from Service, the Employee shall pay the Company for any COBRA such coverage that is in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Company shall make a cash payment to the Employee equal to the aggregate premiums paid by Executive between the Employee, and thereafter such coverage shall be provided at the expense of the Company for the remainder of the period. (iv) The Company shall cause the Employee to be fully and immediately vested in his accrued benefit under any supplemental executive retirement plan of the Company providing benefits for the Employee (the "SERP") and in any defined contribution retirement plan of the Company. In addition, the Company shall cause the Employee to be deemed to have satisfied any minimum years of service requirement under the SERP for subsidized early retirement benefits regardless of the Employee's age and service at the date of the Executive’s Termination Date and Covered Termination; provided, however, that SERP benefits will be based on service to date with no additional credit for service or age beyond the date of the Change Covered Termination. (v) The Company shall cause all restrictions on restricted stock awards made to the Employee to lapse such that the Employee is fully and immediately vested in Control of the Employee’s restricted stock. (vi) The Company shall cause all stock options granted to the Employee pursuant to the Company’s stock option plan(s) to be fully vested. (vii) The Company shall cause all performance plan awards granted to the Employee pursuant to any long-term incentive plan maintained by the Company to be paid out at target, as if all performance requirements had been satisfied, on a pro rata basis based on the completed portion of each award cycle; provided, however, no payment of plan awards will occur for any award cycle that has been in effect less than six (or such earlier date 6) months. Such payment shall be made at the same time and with the same interest calculation as the Executive would cease being eligible for the benefits as described herein), or (2) provide retroactive coverage effective as of the Executive’s Termination DatePayment.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) Disability disability pursuant to Section 7 12 hereof, or (iii) CauseCause (any such terminations to be subject to the procedures set forth in Section 14 hereof), then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits described and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 5(a15(a) hereof and, as severance payhereof, the Termination Payment, described in Payment pursuant to Section 5(b9(b) hereof. (b) If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Executive shall be entitled to the following additional benefits: (i) The Executive shall receive, at will be entitled to pension benefits in addition to the expense most favorable benefits provided for him under any version of the Company's Employees Pension Plan and the Company's Supplemental Retirement Plan (or any successors to such plans) in effect at any time during the 180-day period prior to the Effective Date (the "Retirement Plans"). The amount of additional pension benefits will be equal to the difference between the amount the Executive (or in the event of the Executive's death, reasonable outplacement services the Executive's surviving spouse or other beneficiary) would be actually entitled to receive upon retirement under the terms and conditions of the Retirement Plans and the amount the Executive (or such surviving spouse or beneficiary) would have been entitled to receive under such terms and conditions if the Executive's benefits under the Retirement Plans had been fully vested on the Termination Date and he had continued to work until his 65th birthday at a rate equal to the Executive's Annual Cash Compensation (as defined herein); provided, however, that in no event will the assumed period of continued employment extend beyond the date on which the Executive elects to begin receiving the additional pension benefits. The Executive shall be entitled to elect to receive his additional pension benefits in any form (e.g. joint and survivor) that would have been available to him ---- under the terms and conditions of the Retirement Plans and (subject to reduction, if any, under such terms) at any time after he has attained the age at which early retirement is permitted. In addition, if the Executive starts to receive his additional pension benefits before the earliest date on which he is eligible for unreduced Social Security benefits, the Executive will receive an individual basis provided by a nationally recognized executive placement firm selected by amount equal to the Company difference between his estimated unreduced Social Security benefit and acceptable the actual Social Security benefit to Executive for up to one year following which he is entitled on the date of such commencement, payable until he attains the Covered Termination, up to a maximum expense of Thirty Thousand Dollars ($30,000.00)age when he is eligible for unreduced benefits. (ii) Until the earlier of the eighteen month anniversary end of the Termination Date Employment 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 following benefits benefits, the Executive shall continue to be covered, at the expense of the Company, by the same or equivalent most favorable life insurance, hospitalization, medical and dental coverage as was required hereunder with respect provided to the Executive and his family during the 180-day period immediately preceding the Effective Date or, if more favorable to Executive, the coverage in effect generally at any time thereafter for executives of the Employer of comparable status and position to the Executive and their families. (iii) The Executive shall be entitled to receive at the same time that the Termination Payment is made all amounts then credited to the Executive's account in the "Bonus Banks" under both the EP Plan and the Long-Term EP Plan. Such amounts so paid out shall not be subject to future forfeiture. (iv) The Company shall bear up to $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under Section 9(b). (v) The Executive shall receive, at the expense of the Company, outplacement services, on an individual basis at a level of service commensurate with the Executive's status with the Employer immediately prior to the date the Notice of Termination is given. The continuation of hospitalizationEffective Date (or, medical and dental coverage hereunder shall count as COBRA continuation coverage; and If an Executive is entitled if higher, immediately prior to the benefits described in this Section 4(b)(ii) due to Executive’s termination of employment pursuant to Section 2 of this Agreement, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii) the Company shall either (1) reimburse the Executive for any COBRA premiums paid by Executive between the date of the Executive’s Termination Date and 's employment), provided by a nationally recognized executive placement firm selected by the date Company; provided that the cost to the Company of such services shall not exceed 15% of the Change in Control sum of the Company Executive's Annual Base Salary and most recent annual bonus award (or such earlier date as the Executive would cease being eligible determined on an annualized basis for the benefits as described hereinany bonus award paid for a period of less than one year), or (2) provide retroactive coverage effective as of the Executive’s Termination Date.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of of: (i) death, , (ii) Disability disability pursuant to Section 7 12 hereof, or or (iii) CauseCause (any such terminations to be subject to the procedures set forth in Section 13 hereof), then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits described and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 5(a14(a) hereof and, as severance payhereof, the Termination Payment, described in Payment pursuant to Section 5(b9(b) hereof. (b) If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Executive shall be entitled to the following additional benefits: (i) The Executive shall receive, at the expense of the Company, reasonable outplacement services services, on an individual individualized basis at a level of service commensurate with the Executive’s status with the Company immediately prior to the Change in Control of the Company (or, if higher, immediately prior to the termination of the Executive’s employment), provided by a nationally recognized executive placement firm selected by the Company and acceptable to Executive for up to one Company; provided that the availability of outplacement services shall not extend beyond December 31 of the second calendar year following the date calendar year in which occurs the Executive’s Separation from Service; and provided further, that the cost to the Company of such services shall not exceed 15% of the Covered Termination, up Executive’s annual base salary in effect immediately prior to a maximum expense the Change in Control of Thirty Thousand Dollars ($30,000.00)the Company. (ii) Until the earlier of the eighteen month anniversary end of the Termination Date Employment 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 following benefits benefits, the Executive shall continue to be covered, at the expense of the Company, by the same or equivalent most favorable life insurance, hospitalization, medical and dental coverage as was required hereunder with respect coverage, provided to the Executive and his family during the 180-day period immediately prior to the date the Notice of Termination is given. The continuation of hospitalization, medical and dental coverage hereunder shall count as COBRA continuation coverage; and If an Executive is entitled to the benefits described in this Section 4(b)(ii) due to Executive’s termination of employment pursuant to Section 2 of this Agreement, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii) the Company shall either (1) reimburse the Executive for any COBRA premiums paid by Executive between the date of the Executive’s Termination Date and the date of the Change in Control of the Company or, if more favorable to the Executive, the coverage in effect generally at any time thereafter for executives of the Company (or such earlier date as the Employer) of comparable status and position to the Executive would cease being eligible for and their families, subject to the following: (A) If applicable, following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits as described herein)payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and (B) and, or if necessary, the Company shall amend such health plan to comply therewith. (2B) provide retroactive coverage effective as To the extent required in order to comply with Section 409A of the Code, during the first six months following the Executive’s Termination DateSeparation from Service, the Executive shall pay the Company for any life insurance coverage that provides benefits under a group term life insurance policy. Promptly following the end of such six month period, the Company shall make a cash payment to the Executive equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Company for the remainder of the period.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive Employee for Good Reason, or by the Company other than by reason of (i) death, (ii) Disability disability pursuant to Section 7 12 hereof, or (iii) CauseCause (any such terminations to be subject to the procedures set forth in Section 13 hereof), then the Executive Employee shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits described in Section 5(a) hereof and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance paypay and in consideration of the covenant of the Employee set forth in Subsection 14(a) hereof, the Termination Payment, described in Section 5(bPayment pursuant to Subsection 9(b) hereof. (b) If there is a Covered Termination and the Executive Employee is entitled to Accrued Benefits and the Termination Payment, then the Executive Company shall be entitled provide to the Employee the following additional benefits: (i) The Executive Employee shall receive, at the expense of the Company, reasonable outplacement services services, on an individual individualized basis at a level of service commensurate with the Employee’s status and position with the Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the termination of the Employee’s employment), provided by a nationally recognized executive placement firm selected by the Company; provided that the cost to the Company and acceptable to Executive for up to one year following the date of such services shall not exceed 10% of the Covered Termination, up to a maximum expense of Thirty Thousand Dollars ($30,000.00)Employee’s Annual Base Salary. (ii) Until the earlier of the eighteen month anniversary end of the Termination Date Employment Period or such time as the Executive Employee has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits benefits, the Executive Employee shall continue to be covered, at the expense of the Company, by the same or equivalent life insurancelife, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive Employee immediately prior to the date the Notice of Termination is given. (iii) The Company shall cause the Employee to be fully and immediately vested in his accrued benefit under any supplemental executive retirement plan of the Company providing benefits for the Employee (the “SERP”) and in any defined contribution retirement plan of the Company. In addition, the Company shall cause the Employee to be deemed to have satisfied any minimum years of service requirement under the SERP for subsidized early retirement benefits regardless of the Employee’s age and service at the Termination Date; provided, however, that SERP benefits will be based on service to date with no additional credit for service or age beyond such Termination Date. (iv) The continuation of hospitalization, medical and dental coverage hereunder Company shall count as COBRA continuation coverage; and If an Executive is entitled cause all restrictions on restricted stock awards made to the benefits described Employee to lapse such that the Employee is fully and immediately vested in this Section 4(b)(iithe Employee’s restricted stock. (v) due The Company shall cause all stock options granted to Executive’s termination of employment the Employee pursuant to Section 2 of this Agreement, then to the extent necessary to discharge the Company’s obligation stock option plan(s) to Executive under this Section 4(b)(iibe fully vested. (vi) The Company shall cause all performance plan awards granted to the Employee pursuant to any long-term incentive plan maintained by the Company shall either to be paid out at target, as if all performance requirements had been satisfied, on a pro rata basis based on the completed portion of each award cycle; provided, however, no payment of plan awards will occur from any award cycle that has been in effect less than six (16) reimburse the Executive for any COBRA premiums paid by Executive between the date of the Executive’s Termination Date and the date of the Change in Control of the Company (or such earlier date as the Executive would cease being eligible for the benefits as described herein), or (2) provide retroactive coverage effective as of the Executive’s Termination Datemonths.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive Employee for Good Reason, or by the Company other than by reason of (i) death, (ii) Disability disability pursuant to Section 7 12 hereof, or (iii) CauseCause (any such terminations to be subject to the procedures set forth in Section 13 hereof), then the Executive Employee shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits described in Section 5(a) hereof and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance paypay and in consideration of the covenant of the Employee set forth in Subsection 14(a) hereof, the Termination Payment, described in Section 5(bPayment pursuant to Subsection 9(b) hereof. (b) If there is a Covered Termination and the Executive Employee is entitled to Accrued Benefits and the Termination Payment, then the Executive Company shall be entitled provide to the Employee the following additional benefits: (i) The Executive Employee shall receive, at the expense of the Company, reasonable outplacement services services, on an individual individualized basis at a level of service commensurate with the Employee’s status and position with the Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the termination of the Employee’s employment), provided by a nationally recognized executive placement firm selected by the Company; provided that the cost to the Company of such services shall not exceed 10% of the Employee’s Annual Base Salary and acceptable to Executive for up to one that such outplacement services shall cease no later than December 31 of the second calendar year following the date of calendar year in which the Covered Termination, up to a maximum expense of Thirty Thousand Dollars ($30,000.00)Employee’s Separation from Service occurs. (ii) Until the earlier of the eighteen month third anniversary of the Covered Termination Date or such time as the Executive Employee has obtained new employment and is covered by benefits which which, in the aggregate with the life benefits in (iii) below, are at least equal in value to the following benefits and those provided pursuant to (iii) below, the Executive Employee shall continue to be covered, at the expense of the Company, by the same or equivalent life insurance, hospitalization, medical and dental coverage (each, a “health plan”) as was required hereunder with respect to the Executive Employee immediately prior to the date the Notice of Termination is given. The continuation of hospitalization, medical and dental Such coverage hereunder shall count as COBRA continuation coverage; . Notwithstanding the foregoing, following the end of the COBRA continuation period, if such coverage is provided under a health plan that is subject to Code Section 105(h), benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and If an Executive (B) and, if necessary, the Company shall amend such health plan to comply therewith. (iii) Until the earlier of the third anniversary of the Covered Termination or such time as the Employee has obtained new employment and is entitled covered by benefits which, in the aggregate with the health plan benefits in (ii) above, are at least equal in value to the following benefits described in this Section 4(b)(ii) due to Executive’s termination of employment and those provided pursuant to Section 2 of this Agreement(ii) above, then the Employee shall continue to be covered by the same or equivalent life coverage as was required hereunder with respect to the extent necessary Employee immediately prior to discharge the date the Notice of Termination is given. During the first six months following the Employee’s Separation from Service, the Employee shall pay the Company for such coverage that is in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Company shall make a cash payment to the Employee equal to the aggregate premiums paid by the Employee, and thereafter such coverage shall be provided at the expense of the Company for the remainder of the period. Notwithstanding the foregoing, such coverage shall not extend past December 31 of the second calendar year following the year in which the Employee’s Separation from Service occurs. (iv) The Company shall cause all restrictions on restricted stock awards made to the Employee to lapse such that the Employee is fully and immediately vested in the Employee’s restricted stock. (v) The Company shall cause all stock options granted to the Employee pursuant to the Company’s obligation stock option plan(s) to Executive under this Section 4(b)(iibe fully vested. (vi) The Company shall cause all performance plan awards granted to the Employee pursuant to any long-term incentive plan maintained by the Company shall either (1) reimburse to be paid out at target, as if all performance requirements had been satisfied, on a pro rata basis based on the Executive completed portion of each award cycle; provided, however, no payment of plan awards will occur for any COBRA premiums paid by Executive between award cycle that has been in effect less than six (6) months. Such payment shall be made at the date of same time and with the Executive’s Termination Date and the date of the Change in Control of the Company (or such earlier date same interest calculation as the Executive would cease being eligible for the benefits as described herein), or (2) provide retroactive coverage effective as of the Executive’s Termination DatePayment.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive Employee for Good Reason, or by the Company other than by reason of (i) death, (ii) Disability disability pursuant to Section 7 12 hereof, or (iii) CauseCause (any such terminations to be subject to the procedures set forth in Section 13 hereof), then the Executive Employee shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits described in Section 5(a) hereof and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance paypay and in consideration of the covenant of the Employee set forth in Subsection 14(a) hereof, the Termination Payment, described in Section 5(bPayment pursuant to Subsection 9(b) hereof. (b) If there is a Covered Termination and the Executive Employee is entitled to Accrued Benefits and the Termination Payment, then the Executive Company shall be entitled provide to the Employee the following additional benefits: (i) The Executive Employee shall receive, at the expense of the Company, reasonable outplacement services services, on an individual individualized basis at a level of service commensurate with the Employee’s status and position with the Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the termination of the Employee’s employment), provided by a nationally recognized executive placement firm selected by the Company; provided that the cost to the Company of such services shall not exceed 10% of the Employee’s Annual Base Salary and acceptable to Executive for up to one that such outplacement services shall cease no later than December 31 of the second calendar year following the date of calendar year in which the Covered Termination, up to a maximum expense of Thirty Thousand Dollars ($30,000.00)Employee’s Separation from Service occurs. (ii) Until the earlier of the eighteen month third anniversary of the Covered Termination Date or such time as the Executive Employee has obtained new employment and is covered by benefits which which, in the aggregate with the life benefits in (iii) below, are at least equal in value to the following benefits and those provided pursuant to (iii) below, the Executive Employee shall continue to be covered, at the expense of the Company, by the same or equivalent life insurance, hospitalization, medical and dental coverage (each, a “health plan”) as was required hereunder with respect to the Executive Employee immediately prior to the date the Notice of Termination is given. The continuation of hospitalization, medical and dental Such coverage hereunder shall count as COBRA continuation coverage; . Notwithstanding the foregoing, following the end of the COBRA continuation period, if such coverage is provided under a health plan that is subject to Code Section 105(h), benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and If an Executive is entitled to the benefits described in this Section 4(b)(ii(B) due to Executive’s termination of employment pursuant to Section 2 of this Agreementand, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii) if necessary, the Company shall either amend such health plan to comply therewith. (1iii) reimburse Until the Executive earlier of the third anniversary of the Covered Termination or such time as the Employee has obtained new employment and is covered by benefits which, in the aggregate with the health plan benefits in (ii) above, are at least equal in value to the following benefits and those provided pursuant to (ii) above, the Employee shall continue to be covered by the same or equivalent life coverage as was required hereunder with respect to the Employee immediately prior to the date the Notice of Termination is given. During the first six months following the Employee’s Separation from Service, the Employee shall pay the Company for any COBRA such coverage that is in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Company shall make a cash payment to the Employee equal to the aggregate premiums paid by Executive between the Employee, and thereafter such coverage shall be provided at the expense of the Company for the remainder of the period. Notwithstanding the foregoing, such coverage shall not extend past December 31 of the second calendar year following the year in which the Employee’s Separation from Service occurs. (iv) The Company shall cause the Employee to be fully and immediately vested in his accrued benefit under any supplemental executive retirement plan of the Company providing benefits for the Employee (the “SERP”) and in any defined contribution retirement plan of the Company. In addition, the Company shall cause the Employee to be deemed to have satisfied any minimum years of service requirement under the SERP for subsidized early retirement benefits regardless of the Employee’s age and service at the date of the Executive’s Termination Date and Covered Termination; provided, however, that SERP benefits will be based on service to date with no additional credit for service or age beyond the date of the Change Covered Termination. (v) The Company shall cause all restrictions on restricted stock awards made to the Employee to lapse such that the Employee is fully and immediately vested in Control of the Employee’s restricted stock. (vi) The Company shall cause all stock options granted to the Employee pursuant to the Company’s stock option plan(s) to be fully vested. (vii) The Company shall cause all performance plan awards granted to the Employee pursuant to any long-term incentive plan maintained by the Company to be paid out at target, as if all performance requirements had been satisfied, on a pro rata basis based on the completed portion of each award cycle; provided, however, no payment of plan awards will occur for any award cycle that has been in effect less than six (or such earlier date 6) months. Such payment shall be made at the same time and with the same interest calculation as the Executive would cease being eligible for the benefits as described herein), or (2) provide retroactive coverage effective as of the Executive’s Termination DatePayment.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive Employee for Good Reason, or by the Company other than by reason of (i) death, (ii) Disability disability pursuant to Section 7 12 hereof, or (iii) CauseCause (any such terminations to be subject to the procedures set forth in Section 13 hereof), then the Executive Employee shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits described in Section 5(a) hereof and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance paypay and in consideration of the covenant of the Employee set forth in Subsection 14(a) hereof, the Termination Payment, described in Section 5(bPayment pursuant to Subsection 9(b) hereof. (b) If there is a Covered Termination and the Executive Employee is entitled to Accrued Benefits and the Termination Payment, then the Executive Company shall be entitled provide to the Employee the following additional benefits: (i) The Executive Employee shall receive, at the expense of the Company, reasonable outplacement services services, on an individual individualized basis at a level of service commensurate with the Employee’s status and position with the Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the termination of the Employee’s employment), provided by a nationally recognized executive placement firm selected by the Company; provided that the cost to the Company of such services shall not exceed 10% of the Employee’s Annual Base Salary and acceptable to Executive for up to one that such outplacement services shall cease no later than December 31 of the second calendar year following the date of calendar year in which the Covered Termination, up to a maximum expense of Thirty Thousand Dollars ($30,000.00)Employee’s Separation from Service occurs. (ii) Until the earlier of the eighteen month third anniversary of the Covered Termination Date or such time as the Executive Employee has obtained new employment and is covered by benefits which which, in the aggregate with the life benefits in (iii) below, are at least equal in value to the following benefits and those provided pursuant to (iii) below, the Executive Employee shall continue to be covered, at the expense of the Company, by the same or equivalent life insurance, hospitalization, medical and dental coverage (each, a “health plan”) as was required hereunder with respect to the Executive Employee immediately prior to the date the Notice of Termination is given. The continuation of hospitalization, medical and dental Such coverage hereunder shall count as COBRA continuation coverage; . Notwithstanding the foregoing, following the end of the COBRA continuation period, if such coverage is provided under a health plan that is subject to Code Section 105(h), benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and If an Executive is entitled to the benefits described in this Section 4(b)(ii(B) due to Executive’s termination of employment pursuant to Section 2 of this Agreementand, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii) if necessary, the Company shall either amend such health plan to comply therewith. (1iii) reimburse Until the Executive earlier of the third anniversary of the Covered Termination or such time as the Employee has obtained new employment and is covered by benefits which, in the aggregate with the health plan benefits in (ii) above, are at least equal in value to the following benefits and those provided pursuant to (ii) above, the Employee shall continue to be covered by the same or equivalent life coverage as was required hereunder with respect to the Employee immediately prior to the date the Notice of Termination is given. During the first six months following the Employee’s Separation from Service, the Employee shall pay the Company for any COBRA such coverage that is in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Company shall make a cash payment to the Employee equal to the aggregate premiums paid by Executive between the Employee, and thereafter such coverage shall be provided at the expense of the Company for the remainder of the period. Notwithstanding the foregoing, such coverage shall not extend past December 31 of the second calendar year following the year in which the Employee’s Separation from Service occurs. (iv) The Company shall cause the Employee to be fully and immediately vested in his accrued benefit under any supplemental executive retirement plan of the Company providing benefits for the Employee (the "SERP") and in any defined contribution retirement plan of the Company. In addition, the Company shall cause the Employee to be deemed to have satisfied any minimum years of service requirement under the SERP for subsidized early retirement benefits regardless of the Employee's age and service at the date of the Executive’s Termination Date and Covered Termination; provided, however, that SERP benefits will be based on service to date with no additional credit for service or age beyond the date of the Change Covered Termination. (v) The Company shall cause all restrictions on restricted stock awards made to the Employee to lapse such that the Employee is fully and immediately vested in Control of the Employee’s restricted stock. (vi) The Company shall cause all stock options granted to the Employee pursuant to the Company’s stock option plan(s) to be fully vested. (vii) The Company shall cause all performance plan awards granted to the Employee pursuant to any long-term incentive plan maintained by the Company to be paid out at target, as if all performance requirements had been satisfied, on a pro rata basis based on the completed portion of each award cycle; provided, however, no payment of plan awards will occur for any award cycle that has been in effect less than six (or such earlier date 6) months. Such payment shall be made at the same time and with the same interest calculation as the Executive would cease being eligible for the benefits as described herein), or (2) provide retroactive coverage effective as of the Executive’s Termination DatePayment.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) Disability disability pursuant to Section 7 12 hereof, or (iii) CauseCause (any such terminations to be subject to the procedures set forth in Section 13 hereof), then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits described in Section 5(a) hereof and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance paypay and in consideration of the covenant of the Executive set forth in Subsection 14(a) hereof, the Termination Payment, described in Section 5(bPayment pursuant to Subsection 9(b) hereof. (b) If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Company shall provide to the Executive shall be entitled to the following additional benefits: (i) The Executive shall receive, at the expense of the Company, reasonable outplacement services services, on an individual individualized basis at a level of service commensurate with the Executive's status with the Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the termination of the Executive's employment), provided by a nationally recognized executive placement firm selected by the Company; provided that the cost to the Company and acceptable to Executive for up to one year following the date of such services shall not exceed 10% of the Covered Termination, up to a maximum expense of Thirty Thousand Dollars ($30,000.00)Executive's Annual Base Salary. (ii) Until the earlier of the eighteen month anniversary end of the Termination Date Employment 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 following benefits benefits, the Executive shall continue to be covered, at the expense of the Company, by the 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. (iii) The Company shall cause the Executive to be fully and immediately vested in his accrued benefit under any supplemental executive retirement plan of the Employer providing benefits for the Executive (the "SERP") and in any defined contribution retirement plan of the Employer. The continuation of hospitalizationIn addition, medical and dental coverage hereunder shall count as COBRA continuation coverage; and If an Executive is entitled to the benefits described in this Section 4(b)(ii) due to Executive’s termination of employment pursuant to Section 2 of this Agreement, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii) the Company shall either (1) reimburse cause the Executive to be deemed to have satisfied any minimum years of service requirement under the SERP for any COBRA premiums paid by Executive between the date subsidized early retirement benefits regardless of the Executive’s 's age and service at the Termination Date and the Date; provided, however, that SERP benefits will be based on service to date of the Change in Control of the Company (with no additional credit for service or age beyond such earlier date as the Executive would cease being eligible for the benefits as described herein), or (2) provide retroactive coverage effective as of the Executive’s Termination Date. (iv) The Company shall cause all restrictions on restricted stock awards made to the Executive to lapse such that the Executive is fully and immediately vested in his or her restricted stock. (v) The Company shall cause all stock options granted to the Executive pursuant to the Company's stock option plan(s) to be fully vested. (vi) The Company shall cause all performance plan awards granted to the Executive pursuant to any long-term incentive plan maintained by the Company to be paid out at target, as if all performance requirements had been satisfied, on a pro rata basis based on the completed portion of each award cycle; provided, however, no payment of plan awards will occur from any award cycle that has been in effect less than six (6) months.

Termination Giving Rise to a Termination Payment. (a) If there If, during the Employment Period, the Executive's employment is a Covered Termination terminated by the Executive for Good Reason, Reason or by the Company Employer other than by reason of (i) death, (ii) Disability pursuant to Section 7 hereof, 9 or (iii) Cause, then subject to the procedures set forth in Section 12, (a) the Executive shall be entitled to receive, receive and the Company or the Employer, as applicable, shall pay, pay the Executive's Accrued Benefits described in accordance with Section 5(a6(a) hereof and, in lieu of further salary payments for periods following the Termination Date, as severance pay, the a Termination Payment, described in Section 5(b) hereof.; (b) If there is a Covered Termination and the Executive is entitled and his eligible dependents shall continue to Accrued Benefits and be covered until the end of the second calendar year following the year in which the Termination PaymentDate occurs, then under the same terms and conditions, by the medical plan, dental plan and/or group life insurance plan maintained by the Company or the Employer which covered that Executive and his eligible dependents prior to the Executive's Termination Date. Notwithstanding the foregoing, if the Company's or Employer's medical plan, dental plan and/or group life insurance plan covering the Executive on his or her Termination Date was amended, replaced or terminated on or after the Change of Control and such action would constitute Good Reason within the meaning of Section 1(l), the Executive and his or her eligible dependents shall be entitled to continued coverage for purposes of this Section 11(b) under the following additional benefits: (i) The Executive shall receive, at the expense terms of the Companymedical plan, reasonable outplacement services on an individual basis provided by a nationally recognized executive placement firm selected by the Company and acceptable to Executive for up to one year following the date of the Covered Termination, up to a maximum expense of Thirty Thousand Dollars ($30,000.00). (ii) Until the earlier of the eighteen month anniversary of the Termination Date or such time as the Executive has obtained new employment and is covered by benefits dental plan and/or group life insurance plan which they participated in the aggregate are at least equal in value to the following benefits the Executive shall continue to be covered, at the expense of the Company, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date Change of Control. If the Notice of Termination affected plan is given. The continuation of hospitalizationno longer available, medical and dental coverage hereunder shall count as COBRA continuation coverage; and If an Executive is entitled to the benefits described in this Section 4(b)(ii) due to Executive’s termination of employment pursuant to Section 2 of this Agreement, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii) the Company shall either (1) reimburse make arrangements to provide equivalent coverage to the Executive for any COBRA premiums paid by and his or her eligible dependents. For this purpose, "equivalent coverage" shall mean medical, dental and/or life insurance coverage, which, when added to the coverage provided to the Executive between and his or her eligible dependents under the date of Company's or Employer's medical plan, dental plan and/or group life insurance plan in effect on the Executive’s 's Termination Date and Date, equals or exceeds the date level of benefits provided under the Change in Control of the Company (or such earlier date as medical plan, dental plan and/or group life insurance plan to the Executive would cease being and his or her eligible for dependents on the benefits as described herein), or (2) provide retroactive coverage effective as of the Executive’s Termination Date.day immediately preceding

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) Disability disability pursuant to Section 7 12 hereof, or (iii) CauseCause (any such terminations to be subject to the procedures set forth in Section 14 hereof), then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits described and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 5(a15(a) hereof and, as severance payhereof, the Termination Payment, described in Payment pursuant to Section 5(b9(b) hereof. (b) If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Executive shall be entitled to the following additional benefits: (i) The Executive shall receive, at will be entitled to pension benefits in addition to the expense most favorable benefits provided for him under any version of the Company's Salaried Employees Pension Plan and the Company's Supplemental Retirement Plan (or any successors to such plans) in effect at any time during the 180-day period prior to the Effective Date (the "Retirement Plans"). The amount of additional pension benefits will be equal to the difference between the amount the Executive (or in the event of the Executive's death, reasonable outplacement services the Executive's surviving spouse or other beneficiary) would be actually entitled to receive upon retirement under the terms and conditions of the Retirement Plans and the amount the Executive (or such surviving spouse or beneficiary) would have been entitled to receive under such terms and conditions if (A) the Executive's benefits under the Retirement Plans had been fully vested on an individual basis provided by the Termination Date and (B) the Executive had continued to work for the remainder of the Employment Period at a nationally recognized executive placement firm selected by salary rate equal to the Company and acceptable to Executive for up to one year following Executive's Annual Base Salary; provided, however, that in no event will the assumed period of continued employment extend beyond the date on which the Executive elects to begin receiving the additional pension benefits. The Executive shall be entitled to elect to receive his additional pension benefits in any form (e.g. joint and survivor) that would have been available to him under the terms and conditions of the Covered TerminationRetirement Plans and (subject to reduction, up if any, under such terms) at any time after he has attained the age at which early retirement is permitted. In addition, if the Executive starts to a maximum expense of Thirty Thousand Dollars ($30,000.00)receive his additional pension benefits before the earliest date on which he is eligible for unreduced Social Security benefits, the Executive will receive an amount equal to the difference between his estimated unreduced Social Security benefit and the actual benefit to which he is entitled until he attains the age when he is eligible for unreduced benefits. (ii) Until the earlier of the eighteen month anniversary end of the Termination Date Employment 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 following benefits benefits, the Executive shall continue to be covered, at the expense of the Company, by the same or equivalent most favorable life insurance, hospitalization, medical and dental coverage as was required hereunder with respect provided to the Executive and the Executive's family during the 180-day period immediately prior preceding the Effective Date or, if more favorable to the date Executive, the Notice coverage in effect generally at any time thereafter for executives of Termination is given. The continuation the Employer of hospitalization, medical comparable status and dental coverage hereunder shall count as COBRA continuation coverage; and If an Executive is entitled position to the benefits described in this Section 4(b)(ii) due to Executive’s termination of employment pursuant to Section 2 of this Agreement, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii) the Company shall either (1) reimburse the Executive for any COBRA premiums paid by Executive between the date of the Executive’s Termination Date and the date of the Change in Control of the Company (or such earlier date as the Executive would cease being eligible for the benefits as described herein), or (2) provide retroactive coverage effective as of the Executive’s Termination Datetheir families.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) Disability disability pursuant to Section 7 12 hereof, or (iii) CauseCause (any such terminations to be subject to the procedures set forth in Section 13 hereof), then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits described and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 5(a14(a) hereof and, as severance payhereof, the Termination Payment, described in Payment pursuant to Section 5(b9(b) hereof. (b) If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Executive shall be entitled to the following additional benefits: (i) The Executive shall receive, at the expense of the Company, reasonable outplacement services services, on an individual individualized basis at a level of service commensurate with the Executive's status with the Company immediately prior to the Change in Control of the Company (or, if higher, immediately prior to the termination of the Executive's employment), provided by a nationally recognized executive placement firm selected by the Company; provided that the cost to the Company and acceptable to Executive for up to one year following the date of such services shall not exceed 30% of the Covered Termination, up Executive's annual base salary in effect immediately prior to a maximum expense the Change in Control of Thirty Thousand Dollars ($30,000.00)the Company. (ii) Until the earlier of the eighteen month anniversary end of the Termination Date Employment 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 following benefits the Executive shall continue to be covered, at the expense of the Company, by the 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. The continuation , the Executive shall continue to be covered, at the expense of hospitalizationthe Company, medical and dental coverage hereunder shall count as COBRA continuation coverage; and If an in the same manner that the Executive is entitled was covered immediately prior to the benefits described in this Section 4(b)(ii) due to Executive’s termination date the Notice of employment pursuant to Section 2 of this Agreement, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii) the Company shall either (1) reimburse the Executive for any COBRA premiums paid by Executive between the date of the Executive’s Termination Date and the date of the Change in Control of the Company (or such earlier date as the Executive would cease being eligible for the benefits as described herein), or (2) provide retroactive coverage effective as of the Executive’s Termination Dateis given.

Termination Giving Rise to a Termination Payment. (a) If there If, during the Employment Period, the Executive’s employment is a Covered Termination terminated by the Executive for Good Reason, Reason within two years following the event giving rise to Good Reason or by the Company Employer other than by reason of (i) death, (ii) Disability pursuant to Section 7 hereof, 9 or (iii) Cause, then subject to the procedures set forth in Section 12, (a) the Executive shall be entitled to receive, receive and the Company or the Employer, as applicable, shall pay, pay the Executive’s Accrued Benefits described in accordance with Section 5(a6(a) hereof (provided that the bonus under Section 6(a)(iii) shall be calculated based on target performance and pro-rated for the time the Executive was employed by the Company during such year) and, in lieu of further salary payments for periods following the Termination Date, as severance pay, the a Termination Payment, described in Section 5(b) hereof.; (b) the Executive and his eligible dependents shall continue to be covered until the end of the second calendar year following the year in which the Termination Date occurs, under the same terms and conditions, by the medical plan, dental plan and/or group life insurance plan maintained by the Company or the Employer which covered that Executive and his eligible dependents prior to the Executive’s Termination Date. Notwithstanding the foregoing, if the Company’s or Employer’s medical plan, dental plan and/or group life insurance plan covering the Executive on his or her Termination Date was amended, replaced or terminated on or after the Change of Control and such action would constitute Good Reason within the meaning of Section 1(m), the Executive and his or her eligible dependents shall be entitled to continued coverage for purposes of this Section 11(b) under the terms of the medical plan, dental plan and/or group life insurance plan which they participated in immediately prior to the Change of Control. If there the affected plan is no longer available, the Company shall make arrangements to provide equivalent coverage to the Executive and his or her eligible dependents. For this purpose, “equivalent coverage” shall mean medical, dental and/or life insurance coverage, which, when added to the coverage provided to the Executive and his or her eligible dependents under the Company’s or Employer’s medical plan, dental plan and/or group life insurance plan in effect on the Executive’s Termination Date, equals or exceeds the level of benefits provided under the medical plan, dental plan and/or group life insurance plan to the Executive and his or her eligible dependents on the day immediately preceding the Change of Control. The Executive and the Employer shall share the cost of the continued coverage under this Section 11(b) in the same proportions as the Employer and similarly situated active employees shared the cost of such coverage on the day preceding the Executive’s Termination Date. For purposes of satisfying the Company’s or Employer’s obligation under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) to continue group health care coverage to the Executive and his eligible dependents as a Covered Termination and result of the Executive’s termination of employment, the period during which the Executive is permitted to continue to participate in the Company’s or Employer’s medical plans and/or dental plans under this Section 11(b) shall not be taken into account and treated as part of the period during which the Executive and his eligible dependents are entitled to Accrued Benefits continued coverage under the Company’s or Employer’s group health plans under COBRA. Following the end of the continuation period specified in this Section 11(b), the Executive and his eligible dependents shall be covered under such plans and arrangements only as required under the Termination Payment, then provisions of COBRA; (c) the Executive shall be entitled to the following acceleration of benefits, if any, as may be set forth in or contemplated by the Pinnacle West Capital Corporation Stock Option and Incentive Plan, as amended from time to time, the Pinnacle West Capital Corporation 2007 Long-Term Incentive Plan, the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan, the Pinnacle West Capital Corporation 2021 Long-Term Incentive Plan or any successor or additional benefits:long-term incentive plan of the Company or any related award agreement, as applicable; and (id) The Executive shall receive, at the expense of the Company, reasonable outplacement “out-placement” services on an individual basis will be provided by a nationally recognized executive placement firm selected by the Company and acceptable to Executive for up to one year following the date of the Covered Termination, up to a maximum expense of Thirty Thousand Dollars ($30,000.00). (ii) Until the earlier of the eighteen month anniversary of the Termination Date 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 following benefits the Executive shall continue to be covered, at the expense of the Company, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to for a period beginning on the date the Notice of Termination is given. The continuation of hospitalization, medical and dental coverage hereunder shall count as COBRA continuation coverage; and If an Executive is entitled to the benefits described in this Section 4(b)(ii) due to Executive’s termination of employment pursuant to Section 2 of this Agreement, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii) the Company Termination Date. Such services shall either (1) reimburse the Executive be provided for any COBRA premiums paid by Executive between the date of a period beginning on the Executive’s Termination Date and ending on the earlier of the date on which the Executive becomes employed in a position commensurate with his or her current salary and responsibilities or the last day of the Change in Control of the Company twelve (or such earlier date as the Executive would cease being eligible for the benefits as described herein), or (212) provide retroactive coverage effective as of month period which began on the Executive’s Termination Date. The “out-placement” services shall be provided by an out-placement company selected by the Company. (e) If the Executive’s employment is terminated by the Employer other than by reason of death, Disability or Cause within the six (6) month period prior to a Change of Control, and the Executive reasonably demonstrates that such termination was at the request or suggestion of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change of Control (a “Third Party”) and a Change of Control involving such Third Party occurs, then for all purposes of this Agreement, the date of a Change of Control shall mean the date immediately prior to the date of such termination of employment and the Executive shall be entitled to the benefits in this Section 11.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) Disability disability pursuant to Section 7 13 hereof, or (iii) CauseCause (any such terminations to be subject to the procedures set forth in Section 14 hereof), then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits described in Section 5(a) hereof and, in lieu of further Annual Base Salary for periods following the Termination Date, as liquidated damages and additional severance paypay and in consideration of the covenant of the Executive set forth in Subsection 15(a) hereof, the Termination Payment, described in Section 5(bPayment pursuant to Subsection 10(b) hereof. (b) If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Company shall provide to the Executive shall be entitled to the following additional benefits: (i) The Executive shall receivereceive until the end of the second calendar year following the calendar year in which the Executive’s Termination of Employment occurs, at the expense of the Company, reasonable outplacement services services, on an individual individualized basis at a level of service commensurate with the Executive’s status with the Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the Company; provided that the cost to the Company and acceptable to Executive for up to one year following the date of such services shall not exceed 10% of the Covered Termination, up to a maximum expense of Thirty Thousand Dollars ($30,000.00)Executive’s Annual Base Salary. (ii) Until the earlier of the eighteen month anniversary end of the Termination Date Employment 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 following benefits benefits, the Executive shall continue to be covered, at the expense of the Company, by the 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. The , subject to the following: (A) If applicable, following the end of the COBRA continuation of period, if such hospitalization, medical and or dental coverage hereunder is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall count as COBRA continuation comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Company shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Termination Date, the Executive shall pay the Company for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Company shall make a cash payment to the Executive equal to the aggregate premiums paid by the Executive for such coverage; , and thereafter such coverage shall be provided at the expense of the Company for the remainder of the period. If an the Executive is entitled to the benefits described in this Section 4(b)(ii) due to Executive’s termination of employment Termination Payment pursuant to Section 2 Subsection 3(b), within ten days following the Change of this AgreementControl, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii) the Company shall either (1) reimburse the Executive for any COBRA premiums the Executive paid by Executive between the date of for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date and through the date of the Change of Control. (iii) The Company shall cause the Executive to be fully and immediately vested in Control his or her accrued benefit under any supplemental executive retirement plan of the Company (or such earlier date as Employer providing benefits for the Executive would cease being eligible for (the benefits “SERP”) and in any restricted stock paid as described herein), or (2) provide retroactive coverage effective as part of the Executive’s Bonus Amount as contemplated by Subsection 6(g)(ii). (iv) If the Executive is not fully vested in all accrued benefits under any defined contribution retirement plan of the Employer, the Company shall make a lump sum payment to the Executive in an amount equal to the difference between the fully vested amount of the Executive’s account balances under such plan at the Termination DateDate and the vested amount of such balances at such time. (v) The Company shall reimburse the Executive for up to an aggregate of $10,000 in (A) tax preparation assistance fees for the tax year in which the Termination Payment is made and (B) fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under Subsection 10(b).

Termination Giving Rise to a Termination Payment. (a) If there If, during the Employment Period, the Executive's employment is a Covered Termination terminated by the Executive for Good Reason, Reason or by the Company Employer other than by reason of (i) death, (ii) Disability pursuant to Section 7 hereof, 9 or (iii) Cause, then subject to the procedures set forth in Section 12, (a) the Executive shall be entitled to receive, receive and the Company or the Employer, as applicable, shall pay, pay the Executive's Accrued Benefits described in accordance with Section 5(a6(a) hereof and, in lieu of further salary payments for periods following the Termination Date, as severance pay, the a Termination Payment, described in Section 5(b) hereof.; (b) the Executive and his eligible dependents shall continue to be covered for three (3) years, under the same terms and conditions, by the medical plan, dental plan and/or group life insurance plan maintained by the Company or the Employer which covered that Executive and his eligible dependents prior to the Executive's Termination Date. Notwithstanding the foregoing, if the Company's or Employer's medical plan, dental plan and/or group life insurance plan covering the Executive on his or her Termination Date was amended, replaced or terminated on or after the Change of Control and such action would constitute Good Reason within the meaning of Section 1(k), the Executive and his or her eligible dependents shall be entitled to continued coverage for purposes of this Section 11(b) under the terms of the medical plan, dental plan and/or group life insurance plan which they participated in immediately prior to the Change of Control. If there the affected plan is no longer available, the Company shall make arrangements to provide equivalent coverage to the Executive and his or her eligible dependents. For this purpose, "equivalent coverage" shall mean medical, dental and/or life insurance coverage, which, when added to the coverage provided to the Executive and his or her eligible dependents under the Company's or Employer's medical plan, dental plan and/or group life insurance plan in effect on the Executive's Termination Date, equals or exceeds the level of benefits provided under the medical plan, dental plan and/or group life insurance plan to the Executive and his or her eligible dependents on the day immediately preceding the Change of Control. The Executive and the Employer shall share the cost of the continued coverage under this Section 11(b) in the same proportions as the Employer and similarly situated active employees shared the cost of such cover- age on the day preceding the Executive's Termination Date. For purposes of satisfying the Company's or Employer's obligation under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") to continue group health care coverage to the Executive and his eligible dependents as a Covered Termination and result of the Executive's termination of employment, the period during which the Executive is permitted to continue to participate in the Company's or Employer's medical plans and/or dental plans under this Section 11(b) shall not be taken into account and treated as part of the period during which the Executive and his eligible dependents are entitled to Accrued Benefits continued coverage under the Company's or Employer's group health plans under COBRA. Following the end of the continuation period specified in this Section 11(b), the Executive and his eligible dependents shall be covered under such plans and arrangements only as required under the provisions of COBRA; (c) the Executive's termination shall be treated as a "Normal Termination" as defined in the Pinnacle West Capital Corporation Stock Option and Incentive Plan, as amended from time to time, and in any successor plan thereto, which shall entitle the Executive to exercise any outstanding stock options during the three (3) month period beginning on the Executive's Termination PaymentDate, then and any restrictions remaining on any "Restricted Stock" (as defined in such plan) awarded to the Executive shall lapse on his or her Termination Date; (d) out-placement" services will be provided by the Company to the Executive for a period beginning on the Executive's Termination Date. Such services shall be provided for a period beginning on the Executive's Termination Date and ending on the earlier of the date on which the Executive becomes employed in a position commensurate with his or her current salary and responsibilities or the last day of the twelve (12) month period which began on the Executive's Termination Date. The "out-placement" services shall be provided by an out-placement company selected by the Company; and (e) if all or any part of the Total Payments made to the Executive would be subject to the excise tax imposed by Section 4999 of the Code and if any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, being collectively referred to hereinafter as the "Excise Tax"), the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the following additional benefits: Executive of all taxes (i) The including, without limitation, any income taxes and the Excise Tax, and any interest or penalties imposed with respect to such taxes), on the Gross-Up Payment, the Executive shall receive, at the expense retains an amount of the CompanyGross-Up Payment equal to the Excise Tax imposed upon the Total Payments. All determinations required to be made under this Section 11(e), reasonable outplacement services on an individual basis provided including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by a nationally recognized executive placement independent accounting firm selected by the Company (the "Accounting Firm") which shall provide detailed supporting calculations to the Company and acceptable to the Executive for up to one year within fifteen (15) business days following the date of the Covered TerminationTermination Date, up to a maximum expense of Thirty Thousand Dollars ($30,000.00). (ii) Until the earlier of the eighteen month anniversary of the Termination Date if applicable, or such earlier time as the Executive has obtained new employment Company may request. All fees and is covered by benefits which in the aggregate are at least equal in value to the following benefits the Executive shall continue to be covered, at the expense expenses of the Company, Accounting Firm shall be borne by the same or equivalent life insuranceCompany. The Gross-Up Payment, hospitalizationif any, medical and dental coverage as was required hereunder with respect determined pursuant to this Section 11(e) shall be paid to the Executive immediately prior within five (5) days following receipt by the Company of the Accounting Firm's determination. If the Accounting Firm shall determine that the Total Payments are not subject to the date Excise Tax and, therefore no Gross-Up Payment is required, it shall furnish the Notice Executive with an opinion that failure to report the Excise Tax on the Executive's applicable Federal income tax return would not result in the imposition of Termination is givena negligence or similar penalty. The continuation of hospitalization, medical and dental coverage hereunder Any determination by the Accounting Firm shall count as COBRA continuation coverage; and If an Executive is entitled to the benefits described in this Section 4(b)(ii) due to Executive’s termination of employment pursuant to Section 2 of this Agreement, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii) be binding upon the Company shall either (1) reimburse the Executive for any COBRA premiums paid by Executive between the date of and the Executive’s Termination Date and the date of the Change in Control of the Company (or such earlier date as the Executive would cease being eligible for the benefits as described herein), or (2) provide retroactive coverage effective as of the Executive’s Termination Date.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) Disability disability pursuant to Section 7 12 hereof, or (iii) CauseCause (any such terminations to be subject to the procedures set forth in Section 14 hereof), then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits described and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 5(a15(a) hereof and, as severance payhereof, the Termination Payment, described in Payment pursuant to Section 5(b9(b) hereof. (b) If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Executive shall be entitled to the following additional benefits: (i) The Executive shall receive, at will be entitled to pension benefits in addition to the expense most favorable benefits provided for him under any version of the Company's Employees Pension Plan and the Company's Supplemental Retirement Plan (or any successors to such plans) in effect at any time during the 180-day period prior to the Effective Date (the "Retirement Plans"). The amount of additional pension benefits will be equal to the difference between the amount the Executive (or in the event of the Executive's death, reasonable outplacement services the Executive's surviving spouse or other beneficiary) would be actually entitled to receive upon retirement under the terms and conditions of the Retirement Plans and the amount the Executive (or such surviving spouse or beneficiary) would have been entitled to receive under such terms and conditions if (A) the Executive's benefits under the Retirement Plans had been fully vested on the Termination Date and (B) the Executive had continued to work until the earlier of the third anniversary of the Effective Date or the Executive's Normal Retirement Date at a rate equal to the Executive's Annual Cash Compensation (as defined herein); provided, however, thatin no event will the assumed period of continued employment extend beyond the date on which the Executive elects to begin receiving the additional pension benefits. The Executive shall be entitled to elect to receive his additional pension benefits in any form (e.g. joint and survivor) that would have been available to him under the terms and conditions of the Retirement Plans and (subject to reduction, if any, under such terms) at any time after he has attained the age at which early retirement is permitted. In addition, if the Executive starts to receive his additional pension benefits before the earliest date on which he is eligible for unreduced Social Security benefits, the Executive will receive an individual basis provided by a nationally recognized executive placement firm selected by amount equal to the Company difference between his estimated unreduced Social Security benefit and acceptable the actual Social Security benefit to Executive for up to one year following which he is entitled on the date of such commencement, payable until he attains the Covered Termination, up to a maximum expense of Thirty Thousand Dollars ($30,000.00)age when he is eligible for unreduced benefits. (ii) Until the earlier of the eighteen month third anniversary of the Termination Effective Date 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 following benefits benefits, the Executive shall continue to be covered, at the expense of the Company, by the same or equivalent most favorable life insurance, hospitalization, medical and dental coverage as was required hereunder with respect provided to the Executive and the Executive's family during the 180-day period immediately preceding the Effective Date or, if more favorable to the Executive, the coverage in effect generally at any time thereafter for executives of the Employer of comparable status and position to the Executive and their families. (iii) The Executive shall be entitled to receive at the same time that the Termination Payment is made all amounts then credited to the Executive's account in the "Bonus Banks" under both the EP Plan and the Long-Term EP Plan. Such amounts so paid out shall not be subject to future forfeiture. (iv) The Company shall bear up to $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under Section 9(b). (v) The Executive shall receive, at the expense of the Company, outplacement services, on an individual basis at a level of service commensurate with the Executive's status with the Employer immediately prior to the date the Notice of Termination is given. The continuation of hospitalizationEffective Date (or, medical and dental coverage hereunder shall count as COBRA continuation coverage; and If an Executive is entitled if higher, immediately prior to the benefits described in this Section 4(b)(ii) due to Executive’s termination of employment pursuant to Section 2 of this Agreement, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii) the Company shall either (1) reimburse the Executive for any COBRA premiums paid by Executive between the date of the Executive’s Termination Date and 's employment), provided by a nationally recognized executive placement firm selected by the date of Company; provided -------- that the Change in Control of cost to the Company (or of such earlier date as services shall not exceed 15% of ---- the Executive would cease being eligible for the benefits as described herein), or (2) provide retroactive coverage effective as sum of the Executive’s Termination Date's Annual Base Salary and most recent annual bonus award (determined on an annualized basis for any bonus award paid for a period of less than one year).

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive Employee for Good Reason, or by the Company other than by reason of (i) death, (ii) Disability disability pursuant to Section 7 12 hereof, or (iii) CauseCause (any such terminations to be subject to the procedures set forth in Section 13 hereof), then the Executive Employee shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits described in Section 5(a) hereof and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance paypay and in consideration of the covenant of the Employee set forth in Subsection 14(a) hereof, the Termination Payment, described in Section 5(bPayment pursuant to Subsection 9(b) hereof. (b) If there is a Covered Termination and the Executive Employee is entitled to Accrued Benefits and the Termination Payment, then the Executive Company shall be entitled provide to the Employee the following additional benefits: (i) The Executive Employee shall receive, at the expense of the Company, reasonable outplacement services services, on an individual individualized basis at a level of service commensurate with the Employee’s status and position with the Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the termination of the Employee’s employment), provided by a nationally recognized executive placement firm selected by the Company; provided that the cost to the Company of such services shall not exceed 10% of the Employee’s Annual Base Salary and acceptable to Executive for up to one that such outplacement services shall cease no later than December 31 of the second calendar year following the date of calendar year in which the Covered Termination, up to a maximum expense of Thirty Thousand Dollars ($30,000.00)Employee’s Separation from Service occurs. (ii) Until the earlier of the eighteen month first anniversary of the Covered Termination Date or such time as the Executive Employee has obtained new employment and is covered by benefits which which, in the aggregate with the life benefits in (iii) below, are at least equal in value to the following benefits and those provided pursuant to (iii) below, the Executive Employee shall continue to be covered, at the expense of the Company, by the same or equivalent life insurance, hospitalization, medical and dental coverage (each, a “health plan”) as was required hereunder with respect to the Executive Employee immediately prior to the date the Notice of Termination is given. The continuation of hospitalization, medical and dental Such coverage hereunder shall count as COBRA continuation coverage; . (iii) Until the earlier of the first anniversary of the Covered Termination or such time as the Employee has obtained new employment and If an Executive is entitled covered by benefits which, in the aggregate with the health plan benefits in (ii) above, are at least equal in value to the following benefits described in this Section 4(b)(ii) due to Executive’s termination of employment and those provided pursuant to Section 2 of this Agreement(ii) above, then the Employee shall continue to be covered by the same or equivalent life coverage as was required hereunder with respect to the extent necessary Employee immediately prior to discharge the date the Notice of Termination is given. During the first six months following the Employee’s Separation from Service, the Employee shall pay the Company for such coverage that is in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Company shall make a cash payment to the Employee equal to the aggregate premiums paid by the Employee, and thereafter such coverage shall be provided at the expense of the Company for the remainder of the period. (iv) The Company shall cause all restrictions on restricted stock awards made to the Employee to lapse such that the Employee is fully and immediately vested in the Employee’s restricted stock. (v) The Company shall cause all stock options granted to the Employee pursuant to the Company’s obligation stock option plan(s) to Executive under this Section 4(b)(iibe fully vested. (vi) The Company shall cause all performance plan awards granted to the Employee pursuant to any long-term incentive plan maintained by the Company shall either (1) reimburse to be paid out at target, as if all performance requirements had been satisfied, on a pro rata basis based on the Executive completed portion of each award cycle; provided, however, no payment of plan awards will occur for any COBRA premiums paid by Executive between award cycle that has been in effect less than six (6) months. Such payment shall be made at the date of same time and with the Executive’s Termination Date and the date of the Change in Control of the Company (or such earlier date same interest calculation as the Executive would cease being eligible for the benefits as described herein), or (2) provide retroactive coverage effective as of the Executive’s Termination DatePayment.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) Disability disability pursuant to Section 7 12 hereof, or (iii) CauseCause (any such terminations to be subject to the procedures set forth in Section 13 hereof), then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits described in Section 5(a) hereof and, in lieu of further Annual Base Salary for periods following the Termination Date, as liquidated damages and additional severance paypay and in consideration of the covenant of the Executive set forth in Subsection 14(a) hereof, the Termination Payment, described in Section 5(bPayment pursuant to Subsection 9(b) hereof. (b) If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Company shall provide to the Executive shall be entitled to the following additional benefits: (i) The Executive shall receive, at the expense of the Company, reasonable outplacement services services, on an individual individualized basis at a level of service commensurate with the Executive's status with the Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the termination of the Executive's employment), provided by a nationally recognized executive placement firm selected by the Company; provided that the cost to the Company and acceptable to Executive for up to one year following the date of such services shall not exceed 10% of the Covered Termination, up to a maximum expense of Thirty Thousand Dollars ($30,000.00)Executive's Annual Base Salary. (ii) Until the earlier of the eighteen month anniversary end of the Termination Date Employment 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 following benefits benefits, the Executive shall continue to be covered, at the expense of the Company, by the 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. . (iii) The continuation Company shall cause the Executive to be fully and immediately vested in his or her accrued benefit under any supplemental executive retirement plan of hospitalization, medical the Employer providing benefits for the Executive (the "SERP") and dental coverage hereunder shall count in any restricted stock paid as COBRA continuation coverage; and part of the Executive's Bonus Amount as contemplated by Subsection 5(g)(ii). (iv) If an the Executive is entitled to not fully vested in all accrued benefits under any defined contribution retirement plan of the benefits described in this Section 4(b)(ii) due to Executive’s termination of employment pursuant to Section 2 of this AgreementEmployer, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii) the Company shall either make a lump sum payment to the Executive in an amount equal to the difference between the fully vested amount of the Executive's account balances under such plan at the Termination Date and the vested amount of such balances at such time. (1v) The Company shall reimburse the Executive for any COBRA premiums paid up to an aggregate of $10,000 in (A) tax preparation assistance fees for the tax year in which the Termination Payment is made and (B) fees and expenses of consultants and/or legal or accounting advisors engaged by Executive between the date of the Executive’s Termination Date and the date of the Change in Control of the Company (or such earlier date as the Executive would cease being eligible for to advise the Executive as to matters relating to the computation of benefits as described hereindue and payable under Subsection 9(b), or (2) provide retroactive coverage effective as of the Executive’s Termination Date.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination (a) that is a Discretionary Termination, (b) that is a termination by reason of death, (c) that is a termination by reason of disability pursuant to Section 12, (d) by the Executive for Good Reason, Reason or (e) by the Company or one of its Affiliates other than by reason of (i) death, (ii) Disability pursuant to Section 7 hereof, or (iii) Cause, then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits described in pursuant to Section 5(a9(a) hereof and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and severance pay, the Termination Payment, described in Payment pursuant to Section 5(b9(b) hereof. (b) If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Executive shall be entitled to the following additional benefits: (i) The Executive shall receive, at the expense of the Company, reasonable outplacement services on an individual individualized basis provided by a nationally recognized executive placement firm selected by the Company and acceptable to Executive for up to one year following the date of the Covered Termination, up to a maximum expense of Thirty Thousand Dollars ($30,000.00)Company. (ii) Until the earlier later of (a) the eighteen month third anniversary of the Termination Date or such time as (b) the Executive's sixty-fifth birthday, the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits the Executive Executive's wife shall continue to be covered, at the expense of the Company, covered by the same or equivalent life insurance, hospitalization, health, medical and dental coverage as was required provided hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given. The continuation of , with all costs and expenses (including premiums, deductibles and co-pay charges) associated with such life insurance, hospitalization, health, medical and dental coverage hereunder shall count as COBRA continuation coverage; and If an paid by the Company. In the event that the Executive is entitled dies prior to the benefits described in this Section 4(b)(iilater of (a) due the third anniversary of the Termination Date or (b) the Executive's sixty-fifth birthday, his wife shall, until her sixty-fifth birthday, continue to Executive’s termination of employment pursuant to Section 2 of this Agreementbe covered by the same or equivalent life insurance, then hospitalization, health, medical and dental coverage as was required hereunder immediately prior to the extent necessary to discharge Executive's death, with all costs and expenses (including premiums, deductibles and co-pay charges) associated with such life insurance, hospitalization, health, medical and dental coverage paid by the Company’s obligation to Executive under this Section 4(b)(ii) the Company shall either (1) reimburse the Executive for any COBRA premiums paid by Executive between the date of the Executive’s Termination Date and the date of the Change in Control of the Company (or such earlier date as the Executive would cease being eligible for the benefits as described herein), or (2) provide retroactive coverage effective as of the Executive’s Termination Date.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive for Good ReasonReason or a Discretionary Termination, or by the Company other than by reason of (i) death, (ii) Disability disability pursuant to Section 7 12 hereof, or (iii) Cause, then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits described in pursuant to Section 5(a9(a) hereof and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and severance pay, the Termination Payment, described in Payment pursuant to Section 5(b9(b) hereof. (b) If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Executive shall be entitled to the following additional benefits: (i) The Executive shall receive, at the expense of the Company, reasonable outplacement services on an individual basis provided by a nationally recognized executive placement firm selected by the Company and acceptable to Executive for up until the earlier of the third anniversary of the Termination Date (or, to one the extent needed to avoid additional tax under Section 409A of the Code, until the last day of the second calendar year following the date of calendar year in which the Covered Termination, up Executive’s Separation from Service occurs) or such time as the Executive has obtained new full-time employment comparable to a maximum expense of Thirty Thousand Dollars ($30,000.00).his position at the Company. 9 (ii) Until the earlier of the eighteen month third anniversary of the Termination Date (or, to the extent needed to avoid additional tax under Section 409A of the Code, until the last day of the second calendar year following the calendar year in which the Executive’s Separation from Service occurs) 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 following benefits the Executive shall continue to be covered, at the expense of the Company, by the 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. The continuation of hospitalization, medical and dental coverage hereunder shall count as COBRA continuation coverage; and If an Executive is entitled to the benefits described in this Section 4(b)(ii) due to Executive’s termination of employment pursuant to Section 2 of this Agreement, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii) the Company shall either (1) reimburse the Executive for any COBRA premiums paid by Executive between the date of the Executive’s Termination Date and the date of the Change in Control of the Company (or such earlier date as the Executive would cease being eligible for the benefits as described herein), or (2) provide retroactive coverage effective as of the Executive’s Termination Date.

Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) Disability disability pursuant to Section 7 12 hereof, or (iii) CauseCause (any such terminations to be subject to the procedures set forth in Section 13 hereof), then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits described and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 5(a14(a) hereof and, as severance payhereof, the Termination Payment, described in Payment pursuant to Section 5(b9(b) hereof. (b) If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Executive shall be entitled to the following additional benefits: (i) The Executive shall receive, at the expense of the Company, reasonable outplacement services services, on an individual individualized basis at a level of service commensurate with the Executive's status with the Company immediately prior to the Change in Control of the Company (or, if higher, immediately prior to the termination of the Executive's employment), provided by a nationally recognized executive placement firm selected by the Company; provided that the cost to the Company and acceptable to Executive for up to one year following the date of such services shall not exceed 15 % of the Covered Termination, up Executive's annual base salary in effect immediately prior to a maximum expense the Change in Control of Thirty Thousand Dollars ($30,000.00)the Company. (ii) Until the earlier of the eighteen month anniversary end of the Termination Date Employment 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 following benefits benefits, the Executive shall continue to be covered, at the expense of the Company, by the same or equivalent most favorable life insurance, hospitalization, medical and dental coverage as was required hereunder with respect coverage, provided to the Executive and his family during the 180-day period immediately prior to the date the Notice of Termination is given. The continuation of hospitalization, medical and dental coverage hereunder shall count as COBRA continuation coverage; and If an Executive is entitled to the benefits described in this Section 4(b)(ii) due to Executive’s termination of employment pursuant to Section 2 of this Agreement, then to the extent necessary to discharge the Company’s obligation to Executive under this Section 4(b)(ii) the Company shall either (1) reimburse the Executive for any COBRA premiums paid by Executive between the date of the Executive’s Termination Date and the date of the Change in Control of the Company or, if more favorable to the Executive, the coverage in effect generally at any time thereafter for executives of the Company (or such earlier date as the Employer) of comparable status and position to the Executive would cease being eligible for the benefits as described herein), or (2) provide retroactive coverage effective as of the Executive’s Termination Dateand their families.