Common use of Termination in Connection with a Change in Control Clause in Contracts

Termination in Connection with a Change in Control. In the event that Executive’s employment terminates without Cause pursuant to Section 3(a)(iv) within twenty-four (24) months following a Change in Control, subject to Executive signing on or before the 50th day following Executive’s Separation from Service, and not revoking, the Release and Executive’s continued compliance with Sections 5 and 6, in lieu of any amounts payable under Section 4(b), then Executive shall receive, in addition to payments and benefits set forth in Section 3(c), the following benefits: (i) Company shall pay to Executive, an amount equal to two (2) times the sum of (A) the Annual Base Salary plus (B) the Target Bonus, payable in a lump sum (provided that payments shall be made in installments on the Schedule described in Section 4(b)(i) if the Change in Control does not constitute a “change in control event” described in Treasury Regulation Section 1.409A-3(i)(5)); (ii) Company shall pay to Executive an amount equal to the Annual Bonus, determined based on the actual performance of the Company for the full fiscal year in which Executive’s employment terminates, prorated for the number of days of employment completed during the fiscal year in which the Date of Termination occurs, payable in a lump sum cash amount at the time it would otherwise have been paid had the Executive remained employed for the entire fiscal year in accordance with Section 2(b); (iii) Company shall pay to Executive an amount equal to the amount of the premiums Executive would have been required to pay to continue Executive’s and Executive’s covered dependents’ medical, dental and vision coverage in effect on the Date of Termination under the Company’s group healthcare plans pursuant to COBRA for twenty-four (24) months following the Date of Termination, which amount shall be based on the premium for the first month of COBRA coverage and shall be paid regardless of whether or not Executive elects COBRA continuation coverage; (iv) Subject to continued payment by Executive of any applicable cost owed by him under the applicable plan, for the twenty-four (24) months following the Date of Termination continuation of life and accidental death and dismemberment benefits substantially similar to those provided to Executive and his dependents immediately prior to the date of termination (in each case, however, subject to any amendments to such arrangements from time to time that are generally applicable to executives of the Company), at no greater cost to Executive than the cost to Executive immediately prior to such date; and (v) For purposes of determining the amount of any benefit payable to Executive and Executive’s right to any benefit otherwise payable under any Pension Plan, and except to the extent it would result in a duplication of benefits under the following sentence, Executive shall be treated as if he had accumulated (after the date of termination) twenty-four (24) months of service credit thereunder and had been credited during such period with his compensation as in effect immediately before termination. In addition to the benefits to which Executive is entitled under any defined contribution Pension Plan, the Company shall pay Executive a lump sum amount, in cash, equal to the sum of (A) the amount that would have been contributed thereto or credited thereunder by the Company on Executive’s behalf during the twenty-four (24) months following his termination (but not including as amounts that would have been contributed or credited an amount equal to the amount of any reduction in base salary, bonus or other compensation that would have occurred in connection with such contribution or credit), determined (x) as if Executive made or received the maximum permissible contributions thereto or credits thereunder during such period, and (y) as if Executive earned compensation during such period at the rate in effect immediately before termination, and (B) the excess, if any, of (x) Executive’s account balance under the Pension Plan as of the date of termination over (y) the portion of such account balance that is nonforfeitable under the terms of the Pension Plan. Notwithstanding the foregoing but subject to execution and nonrevocation of the Release, the cash lump sum amounts payable pursuant to Section 4(c)(i), (iii), and (v), shall be paid sixty (60) days after Executive’s Date of Termination.

Termination in Connection with a Change in Control. In the event that Executive’s employment terminates without Cause pursuant to Section 3(a)(iv) or Executive resigns for Good Reason pursuant to Section 3(a)(v) within twenty-four (24) months following a Change in Control, subject to Executive signing on or before the 50th day following Executive’s Separation from Service, and not revoking, the Release and Executive’s continued compliance with Sections 5 and 6, in lieu of any amounts payable under Section 4(b), then Executive shall receive, in addition to payments and benefits set forth in Section 3(c), the following benefits: (i) Company shall pay to Executive, an amount equal to two and one-half (22 ½) times the sum of (A) the Annual Base Salary plus (B) the Target Bonus, payable in a lump sum (provided that payments shall be made in installments on the Schedule described in Section 4(b)(i) if the Change in Control does not constitute a “change in control event” described in Treasury Regulation Section 1.409A-3(i)(5)); (ii) Company shall pay to Executive an amount equal to the Annual Bonus, determined based on the actual performance of the Company for the full fiscal year in which Executive’s employment terminates, prorated for the number of days of employment completed during the fiscal year in which the Date of Termination occurs, payable in a lump sum cash amount at the time it would otherwise have been paid had the Executive remained employed for the entire fiscal year in accordance with Section section 2(b); (iii) Company shall pay to Executive an amount equal to the amount of the premiums Executive would have been required to pay to continue Executive’s and Executive’s covered dependents’ medical, dental and vision coverage in effect on the Date of Termination under the Company’s group healthcare plans pursuant to COBRA for twenty-four (24) months following the Date of Termination, which amount shall be based on the premium for the first month of COBRA coverage and shall be paid regardless of whether or not Executive elects COBRA continuation coverage; (iv) Subject to continued payment by Executive of any applicable cost owed by him under the applicable plan, for the twenty-four (24) months following the Date of Termination continuation of life and accidental death and dismemberment benefits substantially similar to those provided to Executive and (as applicable and benefits listed under Section 2(d) and (g)) his dependents immediately prior to the date of termination or, as applicable and if more favorable to Executive, those provided in respect of Executive immediately prior to the first occurrence of an event or circumstance constituting Good Reason (in each case, however, subject to any amendments to such arrangements from time to time that are generally applicable to senior executives of the Company), at no greater cost to Executive than the cost to Executive immediately prior to such datedate or occurrence; and (v) For purposes of determining the amount of any benefit payable to Executive and Executive’s right to any benefit otherwise payable under any Pension Plan, and except to the extent it would result in a duplication of benefits under the following sentence, Executive shall be treated as if he had accumulated (after the date of termination) twenty-four thirty (2430) months of service credit thereunder and had been credited during such period with his compensation as in effect immediately before terminationtermination (or, if greater and as applicable, immediately prior to the first occurrence of an event or circumstance constituting Good Reason). In addition to the benefits to which Executive is entitled under any defined contribution Pension Plan, the Company shall pay Executive a lump sum amount, in cash, equal to the sum of (A) the amount that would have been contributed thereto or credited thereunder by the Company on Executive’s behalf during the twenty-four thirty (2430) months following his termination (but not including as amounts that would have been contributed or credited an amount equal to the amount of any reduction in base salary, bonus or other compensation that would have occurred in connection with such contribution or credit), determined (x) as if Executive made or received the maximum permissible contributions thereto or credits thereunder during such period, and (y) as if Executive earned compensation during such period at the rate in effect immediately before terminationtermination (or, if greater and as applicable, immediately prior to the first occurrence of an event or circumstance constituting Good Reason), and (B) the excess, if any, of (x) Executive’s account balance under the Pension Plan as of the date of termination over (y) the portion of such account balance that is nonforfeitable under the terms of the Pension Plan. Notwithstanding the foregoing but subject to execution and nonrevocation of the Release, the cash lump sum amounts payable pursuant to Section 4(c)(i), (iii), and (v), shall be paid sixty (60) days after Executive’s Date of Termination.

Termination in Connection with a Change in Control. In Notwithstanding anything to the contrary in this Agreement, in the event that (A) a Change of Control occurs; and (B) the Executive’s employment terminates with the Company is terminated by the Company without Cause pursuant to Section 3(a)(iv) or by the Executive with Good Reason, in each case within twenty-four eighteen (2418) months following a Change in Control, subject to Executive signing on or before the 50th day following Executive’s Separation from Service, and not revoking, the Release and Executive’s continued compliance with Sections 5 and 6, in lieu of any amounts payable under Section 4(b), then Executive shall receive, in addition be entitled to the following payments and benefits set forth benefits, with any cash payments to be made in Section 3(c), a lump sum within thirty (30) days following the following benefitsTermination Date: (i1) Company shall pay to Executive, an amount equal to two (2) times the sum of (A) the Annual Executive’s Base Salary plus through the Termination Date, (B) the Target Bonusproduct of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, payable the numerator of which is the number of days in a lump the current fiscal year through the Termination Date, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (provided that payments A), (B), and (C) shall be made hereinafter referred to as the “Accrued Obligations”); (2) an amount equal to (A) one and one-half (1.5) multiplied by (B) the sum of (x) the Executive’s highest annual base salary in installments any twelve-month period (on a rolling basis) during the Schedule described in Section 4(b)(i) if five-year period prior to the Change in Control does not constitute Date and (y) the Executive’s highest annual bonus in any twelve-month period (on a “change rolling basis) during the five-year period prior to the Change in control event” described in Treasury Regulation Section 1.409A-3(i)(5))Control Date; (ii3) for eighteen months after the Termination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall pay continue to provide benefits to the Executive an amount and the Executive’s family at least equal to those which would have been provided to them if the Annual Bonus, determined based on the actual performance of the Company for the full fiscal year in which Executive’s employment terminateshad not been terminated, prorated for the number of days of employment completed during the fiscal year in which the Date of Termination occurs, payable in a lump sum cash amount at the time it would otherwise have been paid had the Executive remained employed for the entire fiscal year in accordance with Section 2(b); (iii) Company shall pay to Executive an amount equal to the amount of the premiums Executive would have been required to pay to continue Executive’s and Executive’s covered dependents’ medical, dental and vision coverage applicable Benefit Plans in effect on the Measurement Date of Termination under or, if more favorable to the Company’s group healthcare plans pursuant to COBRA for twenty-four (24) months following the Date of Termination, which amount shall be based on the premium for the first month of COBRA coverage and shall be paid regardless of whether or not Executive elects COBRA continuation coverage; (iv) Subject to continued payment by Executive of any applicable cost owed by him under the applicable plan, for the twenty-four (24) months following the Date of Termination continuation of life and accidental death and dismemberment benefits substantially similar to those provided to Executive and his dependents family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his family; and (4) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies; provided, however, that for purposes of this subparagraph (4), and without regard to the requirements of Sections 10(i)(A) and 10(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the date of termination (Restatement Effective Date) shall remain in each case, however, subject effect and shall continue to any amendments be deemed to such arrangements from time to time that are generally applicable to executives be an agreement of the Company), at no greater cost to Executive than the cost to Executive immediately prior to such date; and (v) . For purposes of determining eligibility (but not the amount time of any benefit payable commencement of benefits) of the Executive for retiree benefits to which the Executive and Executive’s right to any benefit otherwise payable under any Pension Planis entitled, and except to the extent it would result in a duplication of benefits under the following sentence, Executive shall be treated as if he had accumulated (after the date of termination) twenty-four (24) months of service credit thereunder and had been credited during such period with his compensation as in effect immediately before termination. In addition considered to the benefits to which Executive is entitled under any defined contribution Pension Plan, the Company shall pay Executive a lump sum amount, in cash, equal to the sum of (A) the amount that would have been contributed thereto or credited thereunder remained employed by the Company on Executive’s behalf during until three years after the twenty-four (24) months following his termination (but not including as amounts that would have been contributed or credited an amount equal to the amount of any reduction in base salary, bonus or other compensation that would have occurred in connection with such contribution or credit), determined (x) as if Executive made or received the maximum permissible contributions thereto or credits thereunder during such period, and (y) as if Executive earned compensation during such period at the rate in effect immediately before termination, and (B) the excess, if any, of (x) Executive’s account balance under the Pension Plan as of the date of termination over (y) the portion of such account balance that is nonforfeitable under the terms of the Pension Plan. Notwithstanding the foregoing but subject to execution and nonrevocation of the Release, the cash lump sum amounts payable pursuant to Section 4(c)(i), (iii), and (v), shall be paid sixty (60) days after Executive’s Date of TerminationTermination Date.

Termination in Connection with a Change in Control. In the event that Executive’s employment terminates without Cause pursuant to Section 3(a)(iv) or Executive resigns for Good Reason pursuant to Section 3(a)(v) within twenty-four (24) months following a Change in Control, subject to Executive signing on or before the 50th day following Executive’s Separation from Service, and not revoking, the Release and Executive’s continued compliance with Sections 5 and 6, in lieu of any amounts payable under Section 4(b), then Executive shall receive, in addition to payments and benefits set forth in Section 3(c), the following benefits: (i) Company shall pay to Executive, an amount equal to two and one-half (22 ½) times the sum of (A) the Annual Base Salary plus (B) the Target Bonus, payable in a lump sum (provided that payments shall be made in installments on the Schedule described in Section 4(b)(i) if the Change in Control does not constitute a “change in control event” described in Treasury Regulation Section 1.409A-3(i)(5)); (ii) Company shall pay to Executive an amount equal to the Annual Bonus, determined based on the actual performance of the Company for the full fiscal year in which Executive’s employment terminates, prorated for the number of days of employment completed during the fiscal year in which the Date of Termination occurs, payable in a lump sum cash amount at the time it would otherwise have been paid had the Executive remained employed for the entire fiscal year in accordance with Section 2(b); (iii) Company shall pay to Executive an amount equal to the amount of the premiums Executive would have been required to pay to continue Executive’s and Executive’s covered dependents’ medical, dental and vision coverage in effect on the Date of Termination under the Company’s group healthcare plans pursuant to COBRA for twenty-four (24) months following the Date of Termination, which amount shall be based on the premium for the first month of COBRA coverage and shall be paid regardless of whether or not Executive elects COBRA continuation coverage; (iv) Subject to continued payment by Executive of any applicable cost owed by him under the applicable plan, for the twenty-four (24) months following the Date of Termination continuation of life and accidental death and dismemberment benefits substantially similar to those provided to Executive and (as applicable and benefits listed under Section 2(d)) his dependents immediately prior to the date of termination or, as applicable and if more favorable to Executive, those provided in respect of Executive immediately prior to the first occurrence of an event or circumstance constituting Good Reason (in each case, however, subject to any amendments to such arrangements from time to time that are generally applicable to senior executives of the Company), at no greater cost to Executive than the cost to Executive immediately prior to such datedate or occurrence; and (v) For purposes of determining the amount of any benefit payable to Executive and Executive’s right to any benefit otherwise payable under any Pension Plan, and except to the extent it would result in a duplication of benefits under the following sentence, Executive shall be treated as if he had accumulated (after the date of termination) twenty-four thirty (2430) months of service credit thereunder and had been credited during such period with his compensation as in effect immediately before terminationtermination (or, if greater and as applicable, immediately prior to the first occurrence of an event or circumstance constituting Good Reason). In addition to the benefits to which Executive is entitled under any defined contribution Pension Plan, the Company shall pay Executive a lump sum amount, in cash, equal to the sum of (A) the amount that would have been contributed thereto or credited thereunder by the Company on Executive’s behalf during the twenty-four thirty (2430) months following his termination (but not including as amounts that would have been contributed or credited an amount equal to the amount of any reduction in base salary, bonus or other compensation that would have occurred in connection with such contribution or credit), determined (x) as if Executive made or received the maximum permissible contributions thereto or credits thereunder during such period, and (y) as if Executive earned compensation during such period at the rate in effect immediately before terminationtermination (or, if greater and as applicable, immediately prior to the first occurrence of an event or circumstance constituting Good Reason), and (B) the excess, if any, of (x) Executive’s account balance under the Pension Plan as of the date of termination over (y) the portion of such account balance that is nonforfeitable under the terms of the Pension Plan. Notwithstanding the foregoing but subject to execution and nonrevocation of the Release, the cash lump sum amounts payable pursuant to Section 4(c)(i), (iii), and (v), shall be paid sixty (60) days after Executive’s Date of Termination.

Termination in Connection with a Change in Control. In the event that Executive’s employment terminates without Cause pursuant to Section 3(a)(iv) within twenty-four (24) months If following a Change in Control, subject to the Executive signing on voluntarily terminates his employment for Good Reason or before the 50th day following Executive’s Separation from Service, and not revoking, the Release and Executive’s continued compliance with Sections 5 and 6Executive is discharged without Cause, in lieu either case during the term of any amounts payable under Section 4(b)this Agreement or within 12 months following the Change in Control, whichever is later, then the Company shall have no further obligation to the Executive shall receiveor his estate, in addition to payments and benefits set forth in Section 3(c), except that the following benefits: (i) Company shall pay to Executivethe Executive (or his estate in the event of his subsequent death), an amount (i) a lump-sum payment payable within 30 days following such termination equal to two (2) three times the sum of Executive’s annual base salary plus target cash bonus award for the year in which termination occurs (A) the Annual Base Salary plus (B) the Target Bonus, payable in a lump sum (provided that payments shall be made in installments on the Schedule as described in Section 4(b)(i) if the Change in Control does not constitute a “change in control event” described in Treasury Regulation Section 1.409A-3(i)(54 herein)); , (ii) Company shall pay to Executive an a pro rata amount equal to of the Annual Bonusannual target cash bonus described in Section 4(b) above for the year of termination, determined based on the actual performance of the Company for the full fiscal year in which Executive’s employment terminates, prorated for the number of days the Executive was employed in the year in comparison to 365, payable within sixty days following the end of employment completed during the fiscal calendar year in which the Date of Termination termination occurs, payable in a lump sum cash amount at the time it would otherwise have been paid had the Executive remained employed for the entire fiscal year in accordance with Section 2(b); (iii) all benefits then payable under the governing provisions of any benefit plan or program of the Company, and (iv) any previously unvested shares of Restricted Stock or other stock-based compensation shall immediately become fully vested. In addition, if following the date of such resignation or discharge, the Executive becomes eligible to elect continuation coverage under COBRA and properly elects such coverage, the Company shall reimburse the Executive or pay to Executive an amount equal to on the Executive’s behalf the amount of the premiums Executive would have been required to pay to continue Executive’s and Executive’s covered dependents’ medical, dental and vision coverage in effect on the Date of Termination under COBRA for the Company’s group healthcare plans health and hospitalization insurance coverage then in effect, in each case for so long as he remains eligible for COBRA coverage, or until expiration of the term of this Agreement (whichever is longer). All payments to the Executive or his estate pursuant to COBRA for twenty-four (24this Section 6(e) months following the Date of Termination, which amount shall be based made in the same manner and at the same times as they would have been paid to the Executive had he not resigned or been discharged. As a condition to making any such payments under this paragraph (e) or paragraph (d) above, the Executive shall execute and deliver to the Company the Executive’s release of all claims against the Company and its Affiliates, other than the right to receive such payments, in the form and substance reasonably acceptable to the Company. For purposes of this Agreement, an “Affiliate” of an entity is a person that directly or indirectly controls, is under the control of or is under common control with such entity. No such termination pursuant to this paragraph (e) will relieve the Executive of his obligations under Section 7 hereunder. For purposes of this Agreement, a “Change in Control” occurs when (in accordance of the Internal Revenue Code of 1986, as amended, and applicable Treasury authorities (“Section 409A”)): (i) Any one person, or more than one person acting as a group (as defined in Section 409A) acquires ownership of capital stock of the Company that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the capital stock of the Company (provided that an increase in the percentage of capital stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Company acquires its capital stock in exchange for property will be treated as an acquisition of capital stock for purposes of this section); (ii) any one person, or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the premium for date of the first most recent acquisition by such person or persons) ownership of capital stock of the Company possessing 30 percent or more of the total voting power of the capital stock of the Company; (iii) a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of COBRA coverage and shall be paid regardless the members of whether or not Executive elects COBRA continuation coverage; (iv) Subject to continued payment by Executive of any applicable cost owed by him under the applicable plan, for the twenty-four (24) months following the Date of Termination continuation of life and accidental death and dismemberment benefits substantially similar to those provided to Executive and his dependents immediately Board prior to the date of termination such appointment or election; or (in each case, however, subject to iv) any amendments to such arrangements from time to time that are generally applicable to executives one person has acquired or more than one person has acting as a group has acquired (or during the 12-month period ending on the date of the Company), at no greater cost most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to Executive or more than 40 percent of the cost to Executive total gross fair market value of all of the assets of the Company immediately prior to such date; and (v) acquisition or acquisitions. For purposes of determining clause (iv) in the amount immediately preceding sentence, gross fair market value means the value of any benefit payable to Executive and Executive’s right the assets of the Company or the value of the assets being disposed of, determined without regard to any benefit otherwise payable under any Pension Plan, and except to the extent it would result in a duplication liabilities associated with such assets. A transfer of benefits under the following sentence, Executive shall be treated as if he had accumulated (after the date of termination) twenty-four (24) months of service credit thereunder and had been credited during such period with his compensation as in effect immediately before termination. In addition to the benefits to which Executive is entitled under any defined contribution Pension Plan, the Company shall pay Executive a lump sum amount, in cash, equal to the sum of (A) the amount that would have been contributed thereto or credited thereunder assets by the Company on Executive’s behalf during is not treated as a change in the twenty-four ownership of such assets if the assets are transferred to: (24a) months following his termination a shareholder of the Company (but not including as amounts that would have been contributed or credited an amount equal to the amount of any reduction in base salary, bonus or other compensation that would have occurred in connection with such contribution or credit), determined (x) as if Executive made or received the maximum permissible contributions thereto or credits thereunder during such period, and (y) as if Executive earned compensation during such period at the rate in effect immediately before terminationthe asset transfer) in exchange for or with respect to its capital stock; (b) an entity, and (B) the excess, if any, of (x) Executive’s account balance under the Pension Plan as 50 percent or more of the date total value or voting power of termination over which is owned, directly or indirectly, by the Company; (yc) the portion of such account balance a person, or more than one person acting as a group, that is nonforfeitable under the terms owns, directly or indirectly, 50 percent or more of the Pension Plan. Notwithstanding total value or voting power of all the foregoing but subject to execution and nonrevocation outstanding capital stock of the ReleaseCompany; or (d) an entity, at least 50 percent of the cash lump sum amounts payable pursuant to Section 4(c)(itotal value or voting power of which is owned, directly or indirectly, by a person described in the immediately preceding clause (c), (iii), and (v), shall be paid sixty (60) days after Executive’s Date of Termination.

Termination in Connection with a Change in Control. In the event that Executive’s employment terminates without Cause (a) If there is a Change in Control Termination pursuant to Section 3(a)(iv) within twenty-four (24) months following a 3 and provided that the Change in Control, subject to Executive signing on or before the 50th day following Executive’s Separation from Service, and not revokingControl is consummated, the Release and Executive’s continued compliance with Sections 5 and 6, in lieu of any amounts payable under Section 4(b), then Executive shall receive, in addition to payments and benefits set forth in Section 3(c), the following benefits: (i) Company Employer shall pay a lump-sum cash payment to Executive, or in the event of her subsequent death, to her designated beneficiary or beneficiaries, or her estate, as the case may be, an amount equal to two (2) 2 times the sum of (Aa) Executive’s salary at the highest rate in effect during the twelve (12) month period immediately preceding termination of Executive’s employment and (b) the Annual Base Salary plus average annual bonus paid to Executive with respect to the three (B3) calendar-year period immediately preceding termination of Executive’s employment, such amount (the Target Bonus, payable “Change Payment”) to be paid in a lump sum (provided that payments shall be made in installments on the Schedule described in Section 4(b)(i) if the Change in Control does not constitute a “change in control event” described in Treasury Regulation Section 1.409A-3(i)(5)); (ii) Company shall pay to Executive an amount equal to the Annual Bonus, determined based on the actual performance of the Company for the full fiscal year in which Executive’s employment terminates, prorated for the number of days of employment completed during the fiscal year in which the Date of Termination occurs, payable in a lump sum cash amount at the time it would otherwise have been paid had the Executive remained employed for the entire fiscal year in accordance with Section 2(b); (iii) Company shall pay to Executive an amount equal to the amount of the premiums Executive would have been required to pay to continue Executive’s and Executive’s covered dependents’ medical, dental and vision coverage in effect on the Date of Termination under the Company’s group healthcare plans pursuant to COBRA for twenty-four (24) months following the Date of Termination, which amount shall be based on the premium for the first month of COBRA coverage and shall be paid regardless of whether or not Executive elects COBRA continuation coverage; (iv) Subject to continued payment by Executive of any applicable cost owed by him under the applicable plan, for the twenty-four (24) months following the Date of Termination continuation of life and accidental death and dismemberment benefits substantially similar to those provided to Executive and his dependents immediately prior to the date of termination (in each case, however, subject to any amendments to such arrangements from time to time that are generally applicable to executives of the Company), at no greater cost to Executive than the cost to Executive immediately prior to such date; and (v) For purposes of determining the amount of any benefit payable to Executive and Executive’s right to any benefit otherwise payable under any Pension Plan, and except to the extent it would result in a duplication of benefits under the following sentence, Executive shall be treated as if he had accumulated (after the date of termination) twenty-four (24) months of service credit thereunder and had been credited during such period with his compensation as in effect immediately before termination. In addition to the benefits to which Executive is entitled under any defined contribution Pension Plan, the Company shall pay Executive a lump sum amount, in cash, equal to the sum of (A) the amount that would have been contributed thereto or credited thereunder by the Company on Executive’s behalf during the twenty-four (24) months following his termination (but not including as amounts that would have been contributed or credited an amount equal to the amount of any reduction in base salary, bonus or other compensation that would have occurred in connection with such contribution or credit), determined (x) as if Executive made or received the maximum permissible contributions thereto or credits thereunder during such period, and (y) as if Executive earned compensation during such period at the rate in effect immediately before termination, and (B) the excess, if any, of (x) Executive’s account balance under the Pension Plan as of the date of termination over (y) the portion of such account balance that is nonforfeitable under the terms of the Pension Plan. Notwithstanding the foregoing but subject to execution and nonrevocation of the Release, the cash lump sum amounts payable pursuant to Section 4(c)(i), (iii), and (v), shall be paid within sixty (60) days after the later of (i) the termination of Executive’s Date employment; or (ii) the date of Terminationthe Change in Control, the exact date of payment to be determined in the sole discretion of the Employer; provided, however, that the Employer shall be relieved of its obligation to pay the Change Payment if Executive fails to sign and deliver to the Employer no later than twenty-one (21) days after the later of: (i) the termination of Executive’s employment; or (ii) the date of the Change in Control, a General Release and Waiver in the form attached to this Agreement as Exhibit A and that Release become effective and irrevocable. Additionally, if Executive becomes entitled to receive the Change Payment, and Executive timely elects to continue her health insurance benefits under Section 4980B of the Code (“COBRA”) upon termination of her employment, the Employer shall pay to the insurer or otherwise reimburse Executive, no less frequently than monthly, for Executive’s premiums for health insurance benefits continuation for Executive for the maximum period, not in excess of twelve (12) months after termination of Executive’s employment, for which Executive remains qualified for continuation under COBRA, with such payments to commence within sixty (60) days after the later of (i) the termination of Executive’s employment; or (ii) the date of the Change in Control, the exact date of payment to be determined in the sole discretion of the Employer, with the Executive entitled to receive within sixty (60) days after the date of the Change in Control reimbursement of any such premiums Executive paid to maintain such COBRA coverage prior to commencement of such payments. Notwithstanding the foregoing, if the twenty-one (21) day period in which Executive may deliver the Release and any applicable revocation period begins in one calendar year and ends in the following calendar year, the date on which payments will commence under this Section 4 shall be the first day of such following calendar year or, if later, the date on which the Release is delivered to the Employer and becomes effective and irrevocable. Notwithstanding anything to the contrary in this Section 4, any payment pursuant to this Section shall be subject to (i) any delay in payment required by Section 6 hereof and (ii) any reduction required pursuant to Section 5 hereof, as applicable. For purposes hereof, base salary shall not include any item of overtime pay, bonuses, commissions, severance pay, expense allowances or reimbursements, moving expenses, income from the exercise of nonqualified stock options, the disposition of incentive stock options or shares purchased under any employee stock purchase plan, income from restricted stock or stock option awards, excess group life insurance premiums or other extraordinary items of compensation. The Employer’s payment of health insurance premiums is conditioned on the terms of the Employer’s health insurance policy then in place and Executive’s compliance with applicable federal and state laws and regulations.

Termination in Connection with a Change in Control. In the event that Executive’s employment terminates without Cause pursuant to Section 3(a)(iv) that, within twenty-four (24) months following a Change in ControlControl (as defined below), Executive’s employment is terminated by the Company without Cause pursuant to Section 3(a)(iv) or by Executive for Good Reason pursuant to Section 3(a)(vi) then, subject to Executive signing on or before the 50th day following Executive’s Separation from Service, and not revoking, the Release and Executive’s continued compliance with Sections 5 - 6 and 67, in lieu of any amounts payable under Section 4(b), then Executive shall receive, in addition to payments and benefits set forth in Section 3(c), the following benefits: (i) The Company shall pay to Executive, an amount equal to two (2) times the sum of (A) the Annual Base Salary plus (B) the Target Bonus, each in the full amount as in effect at such time, payable in a lump sum (provided that payments shall be made in installments on the Schedule described in Section 4(b)(i) if the Change in Control does not constitute a “change in control event” described in Treasury Regulation Section 1.409A-3(i)(5)); (ii) The Company shall pay to Executive an amount equal to the Annual Bonus, determined based on the actual performance of the Company for the full fiscal year in which Executive’s employment terminates, prorated for the number of days of employment completed during the fiscal year in which the Date of Termination occurs, payable in a lump sum cash amount at the time it would otherwise have been paid in accordance with Section 2(b) had the Executive remained employed for the entire fiscal year in accordance with Section 2(b)year; (iii) The Company shall pay to Executive an amount equal to the amount of the premiums Executive would have been required to pay to continue Executive’s and Executive’s covered dependents’ medical, dental and vision coverage in effect on the Date of Termination under the Company’s group healthcare plans pursuant to COBRA for twenty-four (24) months following the Date of Termination, which amount shall be based on the premium for the first month of COBRA coverage and shall be paid regardless of whether or not Executive elects COBRA continuation coverage; (iv) Subject to continued payment by Executive of any applicable cost owed by him under the applicable plan, for the twenty-four (24) months following the Date of Termination continuation of life and accidental death and dismemberment benefits substantially similar to those provided to Executive and his dependents immediately prior to the date of termination (in each case, however, subject to any amendments to such arrangements from time to time that are generally applicable to executives of the Company), at no greater cost to Executive than the cost to Executive immediately prior to such date; and (v) For purposes of determining the amount of any benefit payable to Executive and Executive’s right to any benefit otherwise payable under any Pension Plan, and except to the extent it would result in a duplication of benefits under the following sentence, Executive shall be treated as if he had accumulated (after the date of termination) twenty-four (24) months of service credit thereunder and had been credited during such period with his compensation as in effect immediately before terminationtermination (or, if greater and as applicable, immediately prior to the first occurrence of an event or circumstance constituting Good Reason). In addition to the benefits to which Executive is entitled under any defined contribution Pension Plan, the Company shall pay Executive a lump sum amount, in cash, equal to the sum of (A) the amount that would have been contributed thereto or credited thereunder by the Company on Executive’s behalf during the twenty-four (24) months following his termination (but not including as amounts that would have been contributed or credited an amount equal to the amount of any reduction in base salary, bonus or other compensation that would have occurred in connection with such contribution or credit), determined (x) as if Executive made or received the maximum permissible contributions thereto or credits thereunder during such period, and (y) as if Executive earned compensation during such period at the rate in effect immediately before terminationtermination (or, if greater and as applicable, immediately prior to the first occurrence of an event or circumstance constituting Good Reason), and (B) the excess, if any, of (x) Executive’s account balance under the Pension Plan as of the date of termination over (y) the portion of such account balance that is nonforfeitable under the terms of the Pension Plan. Notwithstanding the foregoing but subject to execution and nonrevocation of the Release, the The cash lump sum amounts payable pursuant to Section 4(c)(i), (iii), ) and (v), ) shall be paid sixty (60) days after Executive’s Date of Termination.

Termination in Connection with a Change in Control. In the event that If Executive’s employment terminates is terminated by the Company without Cause pursuant to Section 3(a)(iv(other than by reason of death or Disability) within twenty-four (24) months following or if Executive resigns for Good Reason, in either event in connection with a Change in Control, Executive shall be entitled to receive in lieu of the benefits set forth in Section 7(c)(i): (A) the Accrued Rights; and (B) subject to Executive signing on or before the 50th day following Executive’s Separation from Service, execution and not revoking, non-revocation of a release of claims in the Release form provided by the Company and within the time period specified therein and Executive’s continued compliance with Sections 5 the provisions of Section 8 and 6, in lieu of any amounts payable under Section 4(b), then Executive shall receive, in addition to payments and benefits set forth in Section 3(c), the following benefitsPIIA Agreement: (i1) Company shall pay to Executive, payment of an amount equal to two (2) 1.0 times the sum of (A) the Annual Executive’s annual Base Salary plus (B) at the Target Bonus, payable rate in a lump sum (provided that payments shall be made in installments on the Schedule described in Section 4(b)(i) if the Change in Control does not constitute a “change in control event” described in Treasury Regulation Section 1.409A-3(i)(5)); (ii) Company shall pay to Executive an amount equal to the Annual Bonus, determined based on the actual performance of the Company for the full fiscal year in which Executive’s employment terminates, prorated for the number of days of employment completed effect during the fiscal year in which the Date of Termination termination occurs, which amount shall be payable to Executive in a single lump sum cash amount at on the time it would otherwise have been paid had next regular payroll date following the Executive remained employed for date that the entire fiscal year in accordance with Section 2(b)release of claims becomes effective and irrevocable; (iii2) payment equal to the greater of either the Annual Target Bonus for the year in which the termination occurs or the Annual Bonus paid to Executive with respect to the calendar year immediately preceding the calendar year during which the termination occurs, with such amount payable to Executive in a single lump sum on the next regular payroll date following the date that the release of claims becomes effective and irrevocable; (3) a pro rata portion of the Annual Target Bonus for the year in which the termination of employment occurs, with such amount payable to Executive in a single lump sum on the next regular payroll date following the date that the release of claims becomes effective and irrevocable; (4) full acceleration of the vesting of all outstanding equity awards subject to time-based vesting; and (5) subject to Executive’s timely election of continuation coverage under COBRA, and subject to Executive’s copayment of premium amounts at the active employees’ rate, the Company shall pay to Executive an amount equal to the amount remainder of the premiums Executive would have been required to pay to continue for Executive’s and Executive’s covered dependents’ medical, dental and vision coverage participation in effect on the Date of Termination under the Company’s group healthcare health plans pursuant to COBRA for twenty-four (24) months following the Date of Termination, which amount shall be based a period ending on the premium for earlier of (i) the first month 12‑month anniversary of COBRA coverage and shall be paid regardless of whether or not Executive elects COBRA continuation coverage; (iv) Subject to continued payment by Executive of any applicable cost owed by him under the applicable plan, for the twenty-four (24) months following the Date of Termination continuation of life and accidental death and dismemberment benefits substantially similar to those provided to Executive and his dependents immediately prior to the date of termination (in each case, however, subject to any amendments to such arrangements from time to time that are generally applicable to executives of the Company), at no greater cost to Executive than the cost to Executive immediately prior to such date; and (v) For purposes of determining the amount of any benefit payable to Executive and Executive’s right to any benefit otherwise payable under any Pension Plan, and except to the extent it would result in a duplication of benefits under the following sentence, Executive shall be treated as if he had accumulated (after the date of termination; (ii) twenty-four Executive becoming eligible for other group health benefits, or (24iii) months the expiration of service credit thereunder and had been credited during such period with his compensation as Executive’s rights under COBRA; provided, however, that in effect immediately before termination. In addition to the event that the benefits to which Executive is entitled under any defined contribution Pension Plan, provided herein would subject the Company shall pay or any of its affiliates to any tax or penalty under the Patient Protection and Affordable Care Act or Section 105(h) of the Code, Executive a lump sum amount, in cash, equal to the sum of (A) the amount that would have been contributed thereto or credited thereunder by and the Company on Executive’s behalf during the twenty-four (24) months following his termination (but not including as amounts that would have been contributed or credited an amount equal agree to the amount of any reduction work together in base salary, bonus or other compensation that would have occurred in connection with such contribution or credit), determined (x) as if Executive made or received the maximum permissible contributions thereto or credits thereunder during such period, and (y) as if Executive earned compensation during such period at the rate in effect immediately before termination, and (B) the excess, if any, of (x) Executive’s account balance under the Pension Plan as of the date of termination over (y) the portion of such account balance that is nonforfeitable under the terms of the Pension Plan. Notwithstanding good faith to restructure the foregoing but subject to execution and nonrevocation of the Release, the cash lump sum amounts payable pursuant to Section 4(c)(i), (iii), and (v), shall be paid sixty (60) days after Executive’s Date of Terminationbenefit.

Termination in Connection with a Change in Control. In For purposes of this Section 6.5, a “Change in Control” shall mean any of a “change in ownership,” “change in effective control” and “change in ownership of a substantial portion of the event that Executiveassets” of Employer within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor to such Section). Notwithstanding the provisions of Section 6.2, Section 6.3 or any other provision of this Agreement, if a Change in Control occurs during the Term, and if, during the Term and within two years after the date on which the Change in Control occurs, Employee’s employment terminates is terminated by Employer without Cause pursuant or by Employee for Good Reason, then Employee will be entitled to the payments and benefits, at the same times, described in Section 3(a)(iv) within twenty6.2 for a termination by Employer without Cause, except that Employee shall be entitled to continued participation, for a period of 36-four (24) months following that commences on the date of termination, of Employee and each of his dependents in any Employer-sponsored health plan at the benefit level in effect from time to time and with COBRA benefits commencing thereafter. If Employer’s obligation to make the payments and provide the benefits described in this Section 6.5 is triggered, Employee will not be entitled to the additional payments or benefits described in Section 6.2 or Section 6.3, as applicable, that would otherwise be payable upon such termination of Employee’s employment. For clarity, during the Term and after two years after a Change in Control, the provisions of Section 6.2 and Section 6.3 shall once more apply. In addition, to the extent that any payment or distribution of any type to or for Employee by Employer (which for purposes of this Section 6.5 includes any parent, subsidiary or affiliate of Employer), whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (including, without limitation, any accelerated vesting of stock options or other equity awards based on Employer stock granted pursuant to this Agreement or otherwise) (collectively, the “Total Payments”) is or will be subject to Executive signing on or before the 50th day following Executive’s Separation from Service, and not revoking, the Release and Executive’s continued compliance with Sections 5 and 6, in lieu of any amounts payable excise tax (“Excise Tax”) imposed under Section 4(b4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor to such Section), then Executive shall receive, in addition to payments and benefits set forth in Section 3(c), the following benefits: (i) Company Employer shall pay to ExecutiveEmployee, an amount equal to two (2) times the sum of (A) the Annual Base Salary plus (B) the Target Bonus, payable in a lump sum (provided that payments shall be made in installments on the Schedule described in Section 4(b)(i) if the Change in Control does not constitute a “change in control event” described in Treasury Regulation Section 1.409A-3(i)(5)); (ii) Company shall pay to Executive an amount equal to the Annual Bonus, determined based on the actual performance of the Company for the full fiscal year in which Executive’s employment terminates, prorated for the number of days of employment completed during the fiscal year in which the Date of Termination occurs, payable in a lump sum cash amount at the time it would otherwise have been paid had the Executive remained employed for the entire fiscal year in accordance with Section 2(b); (iii) Company shall pay to Executive an amount equal to the amount of the premiums Executive would have been required to pay to continue Executive’s and Executive’s covered dependents’ medical, dental and vision coverage in effect on the Date of Termination under the Company’s group healthcare plans pursuant to COBRA for twenty-four (24) months following the Date of Termination, which amount shall be based on the premium for the first month of COBRA coverage and shall be paid regardless of whether or not Executive elects COBRA continuation coverage; (iv) Subject to continued payment by Executive of any applicable cost owed by him under the applicable plan, for the twenty-four (24) months following the Date of Termination continuation of life and accidental death and dismemberment benefits substantially similar to those provided to Executive and his dependents immediately prior to the date of termination (in each case, however, subject time any Excise Tax is payable with respect to any amendments to of such arrangements from time to time that are generally applicable to executives of the CompanyTotal Payments (through withholding or otherwise), at no greater cost to Executive than the cost to Executive immediately prior to such date; and an additional amount (va “Gross-Up Payment”) For purposes of determining the amount of any benefit payable to Executive and Executive’s right to any benefit otherwise payable under any Pension Planthat, and except to the extent it would result in a duplication of benefits under the following sentence, Executive shall be treated as if he had accumulated (after the date imposition of termination) twenty-four (24) months of service credit thereunder all income, employment, excise and had been credited during such period with his compensation as in effect immediately before termination. In addition to the benefits to which Executive other taxes, penalties and interest thereon, is entitled under any defined contribution Pension Plan, the Company shall pay Executive a lump sum amount, in cash, equal to the sum of (Ai) the Excise Tax on such Total Payments plus (ii) any penalty and interest assessments associated with such Excise Tax. The determination of whether any portion of the Total Payments is subject to an Excise Tax and, if so, the amount and time of any Gross-Up Payment pursuant to this Section 6.5, shall be made by an independent auditor (the “Auditor”) jointly selected by Employee and Employer and paid by Employer. If Employee and Employer cannot agree on the firm to serve as the Auditor, then they shall each select an accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Unless Employee agrees otherwise in writing, the Auditor shall be a nationally recognized United States public accounting firm that would have been contributed thereto or credited thereunder by the Company on Executive’s behalf has not during the twenty-four (24) months following his termination (but not including as amounts that would have been contributed two years preceding the date of its selection, acted in any way on behalf of Employer. Employee and Employer shall cooperate with each other in connection with any proceeding or credited an amount equal claim relating to the existence or amount of any reduction in base salary, bonus liability for Excise Tax. All expenses relating to any such proceeding or claim (including attorneys’ fees and other compensation that would have occurred expenses incurred by Employee in connection with such contribution or credit), determined (xtherewith) as if Executive made or received the maximum permissible contributions thereto or credits thereunder during such period, and (y) as if Executive earned compensation during such period at the rate in effect immediately before termination, and (B) the excess, if any, of (x) Executive’s account balance under the Pension Plan as of the date of termination over (y) the portion of such account balance that is nonforfeitable under the terms of the Pension Plan. Notwithstanding the foregoing but subject to execution and nonrevocation of the Release, the cash lump sum amounts payable pursuant to Section 4(c)(i), (iii), and (v), shall be paid sixty (60) days after Executive’s Date of Terminationby Employer promptly upon demand by Employee, and any such payment shall be subject to a Gross-Up Payment under this Section 6.5 in the event that Employee is subject to Excise Tax on it.

Termination in Connection with a Change in Control. In the event that Executive’s employment terminates without Cause pursuant (i) If within 3 months prior to Section 3(a)(iv) within twenty-four (24) or 12 months following after a Change in Control, subject to Executive signing on or before the 50th day following Executive’s Separation from Service, and not revoking, employment is terminated by the Release and Executive’s continued compliance with Sections 5 and 6, Company without Cause as provided in lieu of any amounts payable under Section 4(b4(d) or the Executive terminates her employment for Good Reason as provided in Section 4(e), then Executive shall receive, in addition to payments and benefits set forth in Section 3(c), the following benefits:then (iA) the Company shall pay to Executive, the Executive cash in an amount (the “Change in Control Severance Amount”) equal to two (2) 2 times the sum of (A) the Annual Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Target BonusExecutive’s target annual bonus for the current fiscal year (or if higher, payable the target annual bonus for the fiscal year immediately prior to the Change in Control). The Change in Control Severance Amount shall commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a lump sum (provided that payments second calendar year, the Change in Control Severance Amount will commence to be paid in the second calendar year. If the Date of Termination occurs prior to a Change in Control, payment shall be made in substantially equal installments on in accordance with the Schedule described in Section 4(b)(i) if Company’s payroll practices over 18 months, but amounts shall be increased after the Change in Control does not constitute to reflect the higher level of severance provided by this Section 6. If the Date of Termination occurs after a “change Change in control event” described Control, payment shall be made in Treasury Regulation Section 1.409A-3(i)(5));a lump sum; and (iiB) subject to the Executive’s copayment of premium amounts at the active employees’ rate, the Executive may continue to participate in the Company’s group health, dental and vision program for 18 months; provided, however, that the continuation of health benefits under this Section shall reduce and count against the Executive’s rights under COBRA; provided, however, that if the Company shall determines necessary to avoid any adverse tax or other consequences for the Executive or the Company, the Company may instead pay to the Executive on a monthly basis during the period covered by this Section 6(a)(i)(B) an amount equal to the Annual Bonus, determined based on difference between the actual performance of applicable COBRA premium and the Company applicable active employees’ rate for the full fiscal year coverage (plus, to the extent the payment of any such reimbursement results in which taxable income to the Executive (without any offsetting deduction), an amount to the Executive equal to an additional amount such that the net after-tax proceeds to the Executive of such reimbursement and such additional amount (at the Executive’s employment terminatesthen-current combined state and federal marginal income tax rates, prorated taking into account the deductibility of state and local income taxes for the number of days of employment completed during the fiscal year in which the Date of Termination occurs, payable in a lump sum cash amount at the time it would otherwise have been paid had the Executive remained employed for the entire fiscal year in accordance with Section 2(b); (iiifederal income tax purposes) Company shall pay to Executive an amount is equal to the amount of the premiums expense incurred that is being reimbursed); and (C) Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Executive would have been required to pay to continue Executive’s shall immediately accelerate and Executive’s covered dependents’ medical, dental and vision coverage in effect on become fully exercisable or nonforfeitable as of the Date of Termination under or, if later, the Company’s group healthcare plans pursuant to COBRA for twentyeffective date of such Change in Control. For the Metrics PSU Grant and each other award with a performance metric-four based vesting condition (24) months following the Date of Terminationother than a TSR-based vesting condition), which amount such vesting shall be based on the premium for the first month greater of COBRA coverage and shall be paid regardless of whether assumed target performance or not Executive elects COBRA continuation coverage; (iv) Subject to continued payment by Executive of any applicable cost owed by him under the applicable plan, for the twenty-four (24) months following actual performance measured through the Date of Termination continuation Termination. For the TSR-Based Option Grant (and any other award with a TSR-based vesting condition), the applicable Performance Period (or the performance period for such other award) shall be shortened to end as of life and accidental death and dismemberment benefits substantially similar to those provided to Executive and his dependents immediately prior to the date of termination (Change in each case, however, Control. For any such award that is determined to be deferred compensation that is subject to any amendments to such arrangements from time to time that are generally applicable to executives the requirements of Section 409A of the Company)Code, at no greater cost to Executive than settlement of the cost to Executive immediately prior to such date; and (v) For purposes vested portion of determining the amount of any benefit payable to Executive and Executive’s right to any benefit otherwise payable under any Pension Plan, and except award shall be accelerated only to the extent it would result in a duplication permitted by Section 409A of benefits under the following sentenceCode, Executive and to the extent not permitted, settlement shall be treated occur at the time otherwise provided by the award agreement as if he employment had accumulated (after not terminated. For the date avoidance of terminationany doubt, the provisions of this Section 6(a)(i)(C) twenty-four (24) months shall supersede the provisions contained in the applicable award agreements, provided that the provisions of service credit thereunder and had been credited during such period with his compensation as in effect immediately before termination. In addition the award agreements will control to the benefits to which Executive is entitled under any defined contribution Pension Plan, the Company shall pay Executive a lump sum amount, in cash, equal extent such provisions are more favorable to the sum of (A) the amount that would have been contributed thereto or credited thereunder by the Company on Executive’s behalf during the twenty-four (24) months following his termination (but not including as amounts that would have been contributed or credited an amount equal to the amount of any reduction in base salary, bonus or other compensation that would have occurred in connection with such contribution or credit), determined (x) as if Executive made or received the maximum permissible contributions thereto or credits thereunder during such period, and (y) as if Executive earned compensation during such period at the rate in effect immediately before termination, and (B) the excess, if any, of (x) Executive’s account balance under the Pension Plan as of the date of termination over (y) the portion of such account balance that is nonforfeitable under the terms of the Pension Plan. Notwithstanding the foregoing but subject to execution and nonrevocation of the Release, the cash lump sum amounts payable pursuant to Section 4(c)(i), (iii), and (v), shall be paid sixty (60) days after Executive’s Date of Termination.

Termination in Connection with a Change in Control. In the event that If Executive’s employment terminates is terminated by the Company without Cause pursuant to Section 3(a)(iv(other than by reason of death or Disability) within twenty-four (24) months following or if Executive resigns with Good Reason, in either event in connection with a Change in Control, Executive shall be entitled to receive in lieu of the benefits set forth in Section 7(c)(i): (A) the Accrued Rights; and (B) subject to Executive signing on or before the 50th day following Executive’s Separation from Service, execution and not revoking, non-revocation of a release of claims in the Release form provided by the Company and within the time period specified therein and Executive’s continued compliance with Sections 5 the provisions of Section 8 and 6, in lieu of any amounts payable under Section 4(b), then Executive shall receive, in addition to payments and benefits set forth in Section 3(c), the following benefitsPIIA Agreement: (i1) Company shall pay to Executive, payment of an amount equal to two (2) 1.5 times the sum of (A) the Annual Executive’s annual Base Salary plus (B) the Target Bonus, payable in a lump sum (provided that payments shall be made in installments on the Schedule described in Section 4(b)(i) if the Change in Control does not constitute a “change in control event” described in Treasury Regulation Section 1.409A-3(i)(5)); (ii) Company shall pay to Executive an amount equal to the Annual Bonus, determined based on the actual performance of the Company Target Bonus for the full fiscal year in which Executive’s employment terminates, prorated for the number of days of employment completed during the fiscal year in which the Date of Termination termination occurs, which amount shall be payable to Executive in a single lump sum cash amount on the next regular payroll date following the date that the release of claims becomes effective and irrevocable (2) full acceleration of the vesting of all outstanding equity awards subject to time-based vesting, including the Preferred Option; and (3) subject to Executive’s timely election of continuation coverage under COBRA, and subject to Executive’s copayment of premium amounts at the time it would otherwise have been paid had active employees’ rate, the Executive remained employed for the entire fiscal year in accordance with Section 2(b); (iii) Company shall pay to Executive an amount equal to the amount remainder of the premiums Executive would have been required to pay to continue for Executive’s and Executive’s covered dependents’ medical, dental and vision coverage participation in effect on the Date of Termination under the Company’s group healthcare health plans pursuant to COBRA for twenty-four (24) months following the Date of Termination, which amount shall be based a period ending on the premium for earlier of (i) the first month 18‑month anniversary of COBRA coverage and shall be paid regardless of whether or not Executive elects COBRA continuation coverage; (iv) Subject to continued payment by Executive of any applicable cost owed by him under the applicable plan, for the twenty-four (24) months following the Date of Termination continuation of life and accidental death and dismemberment benefits substantially similar to those provided to Executive and his dependents immediately prior to the date of termination (in each case, however, subject to any amendments to such arrangements from time to time that are generally applicable to executives of the Company), at no greater cost to Executive than the cost to Executive immediately prior to such date; and (v) For purposes of determining the amount of any benefit payable to Executive and Executive’s right to any benefit otherwise payable under any Pension Plan, and except to the extent it would result in a duplication of benefits under the following sentence, Executive shall be treated as if he had accumulated (after the date of termination; (ii) twenty-four Executive becoming eligible for other group health benefits, or (24iii) months the expiration of service credit thereunder and had been credited during such period with his compensation as Executive’s rights under COBRA; provided, however, that in effect immediately before termination. In addition to the event that the benefits to which Executive is entitled under any defined contribution Pension Plan, provided herein would subject the Company shall pay or any of its affiliates to any tax or penalty under the Patient Protection and Affordable Care Act or Section 105(h) of the Code, Executive a lump sum amount, in cash, equal to the sum of (A) the amount that would have been contributed thereto or credited thereunder by and the Company on Executive’s behalf during the twenty-four (24) months following his termination (but not including as amounts that would have been contributed or credited an amount equal agree to the amount of any reduction work together in base salary, bonus or other compensation that would have occurred in connection with such contribution or credit), determined (x) as if Executive made or received the maximum permissible contributions thereto or credits thereunder during such period, and (y) as if Executive earned compensation during such period at the rate in effect immediately before termination, and (B) the excess, if any, of (x) Executive’s account balance under the Pension Plan as of the date of termination over (y) the portion of such account balance that is nonforfeitable under the terms of the Pension Plan. Notwithstanding good faith to restructure the foregoing but subject to execution and nonrevocation of the Release, the cash lump sum amounts payable pursuant to Section 4(c)(i), (iii), and (v), shall be paid sixty (60) days after Executive’s Date of Terminationbenefit.

Termination in Connection with a Change in Control. In the event that Executive’s employment terminates without Cause pursuant to Section 3(a)(iv) or Executive resigns for Good Reason pursuant to Section 3(a)(v) within twenty-four (24) months following a Change in Control, subject to Executive signing on or before the 50th day following Executive’s Separation from Service, and not revoking, the Release and Executive’s continued compliance with Sections 5 and 6, in lieu of any amounts payable under Section 4(b), then Executive shall receive, in addition to payments and benefits set forth in Section 3(c), the following benefits: (i) Company shall pay to Executive, an amount equal to two (2) times the sum of (A) the Annual Base Salary plus (B) the Target Bonus, payable in a lump sum (provided that payments shall be made in installments on the Schedule described in Section 4(b)(i) if the Change in Control does not constitute a “change in control event” described in Treasury Regulation Section 1.409A-3(i)(5)); (ii) Company shall pay to Executive an amount equal to the Annual Bonus, determined based on the actual performance of the Company for the full fiscal year in which Executive’s employment terminates, prorated for the number of days of employment completed during the fiscal year in which the Date of Termination occurs, payable in a lump sum cash amount at the time it would otherwise have been paid had the Executive remained employed for the entire fiscal year in accordance with Section 2(b); (iii) Company shall pay to Executive an amount equal to the amount of the premiums Executive would have been required to pay to continue Executive’s and Executive’s covered dependents’ medical, dental and vision coverage in effect on the Date of Termination under the Company’s group healthcare plans pursuant to COBRA for twenty-four (24) months following the Date of Termination, which amount shall be based on the premium for the first month of COBRA coverage and shall be paid regardless of whether or not Executive elects COBRA continuation coverage; (iv) Subject to continued payment by Executive of any applicable cost owed by him under the applicable plan, for the twenty-four (24) months following the Date of Termination continuation of life and accidental death and dismemberment benefits substantially similar to those provided to Executive and (as applicable and benefits listed under Section 2(d)) his dependents immediately prior to the date of termination or, as applicable and if more favorable to Executive, those provided in respect of Executive immediately prior to the first occurrence of an event or circumstance constituting Good Reason (in each case, however, subject to any amendments to such arrangements from time to time that are generally applicable to executives of the Company), at no greater cost to Executive than the cost to Executive immediately prior to such datedate or occurrence; and (v) For purposes of determining the amount of any benefit payable to Executive and Executive’s right to any benefit otherwise payable under any Pension Plan, and except to the extent it would result in a duplication of benefits under the following sentence, Executive shall be treated as if he had accumulated (after the date of termination) twenty-four (24) months of service credit thereunder and had been credited during such period with his compensation as in effect immediately before terminationtermination (or, if greater and as applicable, immediately prior to the first occurrence of an event or circumstance constituting Good Reason). In addition to the benefits to which Executive is entitled under any defined contribution Pension Plan, the Company shall pay Executive a lump sum amount, in cash, equal to the sum of (A) the amount that would have been contributed thereto or credited thereunder by the Company on Executive’s behalf during the twenty-four (24) months following his termination (but not including as amounts that would have been contributed or credited an amount equal to the amount of any reduction in base salary, bonus or other compensation that would have occurred in connection with such contribution or credit), determined (x) as if Executive made or received the maximum permissible contributions thereto or credits thereunder during such period, and (y) as if Executive earned compensation during such period at the rate in effect immediately before terminationtermination (or, if greater and as applicable, immediately prior to the first occurrence of an event or circumstance constituting Good Reason), and (B) the excess, if any, of (x) Executive’s account balance under the Pension Plan as of the date of termination over (y) the portion of such account balance that is nonforfeitable under the terms of the Pension Plan. Notwithstanding the foregoing but subject to execution and nonrevocation of the Release, the cash lump sum amounts payable pursuant to Section 4(c)(i), (iii), and (v), shall be paid sixty (60) days after Executive’s Date of Termination.

Termination in Connection with a Change in Control. In the event that Notwithstanding Section 7(c) above, if Executive’s employment terminates is terminated by the Company without Cause pursuant (including due to Section 3(a)(iva Death or Disability) or by Executive for Good Reason within six (6) months prior to (or, if earlier, following the signing of a definitive agreement that if consummated would result in a Change in Control (as defined below); provided such Change in Control subsequently occurs) or twenty-four (24) months following a Change in Control, subject to Executive signing on or before the 50th day following Executive’s Separation from Service, and not revoking, the Release and Executive’s continued compliance with Sections 5 and 6, in lieu of any amounts payable under Section 4(b), Control then Executive shall receive, in addition be entitled to the following payments and benefits set forth in subject to Section 3(c), the following benefits: 17: (i) Company shall pay the Accrued Obligations; (ii) annual Target Bonus for the pro-rated portion of the fiscal year prior to Executive, an amount the Change in Control paid based on the greater of target or actual level of performance in a lump sum; (iii) a severance payment equal to two three (23) times the sum of (Ay) the Annual Executive’s Base Salary Salary, plus (Bz) the annual Target Bonus, payable Bonus paid in a lump sum sum; (provided that payments shall be made in installments on the Schedule described in Section 4(b)(iiv) if the Change in Control does not constitute a “change in control event” described in Treasury Regulation Section 1.409A-3(i)(5)); (ii) Company shall pay to Executive an amount equal to the Annual Bonus, determined based on the actual performance of the Company for the full fiscal year in which Executive’s employment terminates, prorated for the number of days of employment completed during the fiscal year in which the Date of Termination occurs, payable in a lump sum cash amount extent unvested at the time it would otherwise of Executive’s termination of employment pursuant to the terms of the applicable grant agreements, immediate full vesting of all of Executive’s equity awards under the Plans (at the maximum level of performance, if applicable); (v) Executive will have been paid had the opportunity to continue to participate in the Company provided life insurance policy in which Executive remained employed for is enrolled before the entire fiscal year in accordance with Section 2(b); (iii) Company shall pay to Executive date of termination at an amount equal to the amount of the premiums Executive would have been required to pay to continue Executive’s and Executive’s covered dependents’ medical, dental and vision coverage in effect on the Date 1x Base Salary for a period of Termination under the Company’s group healthcare plans pursuant to COBRA for twenty-four twelve (2412) months following the Date of Termination, which amount shall be based on the premium for the first month of COBRA coverage and shall be paid regardless of whether or not Executive elects COBRA continuation coverage; (iv) Subject to continued payment by Executive of any applicable cost owed by him under the applicable plan, for the twenty-four (24) months following the Date of Termination continuation of life and accidental death and dismemberment benefits substantially similar to those provided to Executive and his dependents immediately prior to the date of termination (in each case, however, subject to any amendments to such arrangements from time to time that are generally applicable to executives of the Company), at no greater cost to Executive than the cost to Executive immediately prior to such date; and (v) For purposes of determining the amount of any benefit payable to Executive and Executive’s right to any benefit otherwise payable under any Pension Plan, and except to the extent it would result in a duplication of benefits under the following sentence, Executive shall be treated as if he had accumulated (after the date of termination; (vi) provided Executive timely elects and is eligible for COBRA coverage, the Company shall pay for the premiums associated with twenty-four (24) months of service credit thereunder Executive’s continued participation, without any required contributions from Executive (but subject to all other plan terms, including co-payments and had been credited during such period with his compensation as deductibles) in effect immediately before termination. In addition to the benefits to Aerojet Rocketdyne Medical Plan, Aerojet Rocketdyne Dental Plan, Aerojet Rocketdyne’s Executive Physical Program and the Aerojet Rocketdyne Vision Plan (the “Benefit Plans”) in which Executive is entitled under any defined contribution Pension Plan, the Company shall pay Executive a lump sum amount, in cash, equal enrolled prior to the sum of (A) the amount that would have been contributed thereto or credited thereunder by the Company on Executive’s behalf during the twenty-four (24) months following his termination (but not including as amounts that would have been contributed or credited an amount equal to the amount of any reduction in base salary, bonus or other compensation that would have occurred in connection with such contribution or credit), determined (x) as if Executive made or received the maximum permissible contributions thereto or credits thereunder during such period, and (y) as if Executive earned compensation during such period at the rate in effect immediately before termination, and (B) the excess, if any, of (x) Executive’s account balance under the Pension Plan as of the date of termination; and (vii) outplacement services provided by the Company-designated outplacement firm for a period of eighteen (18) months starting no later than ninety (90) days from Executive’s date of termination over with a maximum value of $25,000. Subject to Executive’s execution and delivery of the General Release (yprovided, that such General Release was not previously executed and delivered), all payments and/or grants under this Section 7(d) shall begin on the portion of such account balance first payroll period that is nonforfeitable under the terms of the Pension Plan. Notwithstanding the foregoing but subject to execution and nonrevocation of the Release, the cash lump sum amounts payable pursuant to Section 4(c)(i), (iii), and (v), shall be paid sixty (60) days after Executive’s Date termination of Terminationemployment or, if applicable, upon the consummation of a Change in Control. For purposes of this Agreement, a Change in Control shall have the meaning prescribed to such term in the Company’s Executive Change in Control Severance Policy (the “Severance Policy”) as in effect on the date hereto; provided, however, and notwithstanding the foregoing, in the event a “Change in Control” (or such similar term) were to occur under the Severance Policy as subsequently amended or under a successor or replacement equity compensation plan adopted by the Company, a Change in Control shall be deemed to have occurred under this Agreement.

Termination in Connection with a Change in Control. In the event that Executive’s employment terminates without Cause pursuant to Section 3(a)(iv) or Executive resigns for Good Reason pursuant to Section 3(a)(v) within twenty-four (24) months following a Change in Control, subject to Executive signing on or before the 50th day following Executive’s Separation from Service, and not revoking, the Release and Executive’s continued compliance with Sections 5 and 6, in lieu of any amounts payable under Section 4(b), then Executive shall receive, in addition to payments and benefits set forth in Section 3(c), the following benefits: (i) Company shall pay to Executive, an amount equal to two and one-half (22 ½) times the sum of (A) the Annual Base Salary plus (B) the Target Bonus, payable in a lump sum (provided that payments shall be made in installments on the Schedule described in Section 4(b)(i) if the Change in Control does not constitute a “change in control event” described in Treasury Regulation Section 1.409A-3(i)(5)); (ii) Company shall pay to Executive an amount equal to the Annual Bonus, determined based on the actual performance of the Company for the full fiscal year in which Executive’s employment terminates, prorated for the number of days of employment completed during the fiscal year in which the Date of Termination occurs, payable in a lump sum cash amount at the time it would otherwise have been paid had the Executive remained employed for the entire fiscal year in accordance with Section 2(b); (iii) Company shall pay to Executive an amount equal to the amount of the premiums Executive would have been required to pay to continue Executive’s and Executive’s covered dependents’ medical, dental and vision coverage in effect on the Date of Termination under the Company’s group healthcare plans pursuant to COBRA for twenty-four (24) months following the Date of Termination, which amount shall be based on the premium for the first month of COBRA coverage and shall be paid regardless of whether or not Executive elects COBRA continuation coverage; (iv) Subject to continued payment by Executive of any applicable cost owed by him her under the applicable plan, for the twenty-four (24) months following the Date of Termination continuation of life and accidental death and dismemberment benefits substantially similar to those provided to Executive and his (as applicable and benefits listed under Section 2(d)) her dependents immediately prior to the date of termination or, as applicable and if more favorable to Executive, those provided in respect of Executive immediately prior to the first occurrence of an event or circumstance constituting Good Reason (in each case, however, subject to any amendments to such arrangements from time to time that are generally applicable to senior executives of the Company), at no greater cost to Executive than the cost to Executive immediately prior to such datedate or occurrence; and (v) For purposes of determining the amount of any benefit payable to Executive and Executive’s right to any benefit otherwise payable under any Pension Plan, and except to the extent it would result in a duplication of benefits under the following sentence, Executive shall be treated as if he she had accumulated (after the date of termination) twenty-four thirty (2430) months of service credit thereunder and had been credited during such period with his her compensation as in effect immediately before terminationtermination (or, if greater and as applicable, immediately prior to the first occurrence of an event or circumstance constituting Good Reason). In addition to the benefits to which Executive is entitled under any defined contribution Pension Plan, the Company shall pay Executive a lump sum amount, in cash, equal to the sum of (A) the amount that would have been contributed thereto or credited thereunder by the Company on Executive’s behalf during the twenty-four thirty (2430) months following his her termination (but not including as amounts that would have been contributed or credited an amount equal to the amount of any reduction in base salary, bonus or other compensation that would have occurred in connection with such contribution or credit), determined (x) as if Executive made or received the maximum permissible contributions thereto or credits thereunder during such period, and (y) as if Executive earned compensation during such period at the rate in effect immediately before terminationtermination (or, if greater and as applicable, immediately prior to the first occurrence of an event or circumstance constituting Good Reason), and (B) the excess, if any, of (x) Executive’s account balance under the Pension Plan as of the date of termination over (y) the portion of such account balance that is nonforfeitable under the terms of the Pension Plan. Notwithstanding the foregoing but subject to execution and nonrevocation of the Release, the cash lump sum amounts payable pursuant to Section 4(c)(i), (iii), and (v), shall be paid sixty (60) days after Executive’s Date of Termination.