Common use of Termination/Severance Payments Clause in Contracts

Termination/Severance Payments. Upon termination of the Executive’s employment with the Company: (i) In all events, the Company shall (A) pay to the Executive the Executive’s unpaid base salary in cash through the Employment Termination Date at the Executive’s then effective base salary rate and (B) reimburse the Executive for all expenses paid or incurred by the Executive for which the Executive is entitled to reimbursement by the Company pursuant to Section 6 that remain outstanding as of the Employment Termination Date. (ii) If the Executive’s employment with the Company has terminated pursuant to Section 8(d) or Section 8(f), then (A) for the Severance Payment Period, the Company shall continue to pay to the Executive his base salary in cash at the Executive’s then effective base salary rate and (B) after the conclusion of the Fiscal Year of Termination, the Company shall pay to the Executive a lump sum cash payment in an amount equal to the Prorated Bonus. Payment of any base salary pursuant to the above provisions shall be made at the same time as it would have been made had the Employment Period continued in effect. Payment of any Prorated Bonus pursuant to the above provisions shall be made at the same time that members of the Executive Staff are paid annual incentive compensation amounts from the Executive Staff Bonus Plan upon which such Prorated Bonus is based but in no event later than the 15th day of the third month following the end of the fiscal year to which the applicable Executive Staff Bonus Plan relates. It is intended that each installment of the payments provided under this Section 9(a) shall be treated as a separate payment for purposes of Section 409A, and that neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments except to the extent specifically permitted or required by Section 409A. The Executive shall be under no obligation to seek other employment and there shall be no offset against any amounts due the Executive under this Agreement on account of any remuneration attributable to any subsequent employment that the Executive may obtain (any amounts due under this Section 9 are in the nature of severance payments, liquidated damages and/or consideration for the covenants set forth in Section 7 and Exhibit B, and are not in the nature of a penalty).

Termination/Severance Payments. Upon The Company shall pay to the Executive, at the times specified in this Section 10(a), the amounts provided below upon termination of the Executive’s employment with the Company:. (i) In all events, the Company shall (A) pay to the Executive the Executive’s unpaid base salary in cash through the Employment Termination Date at the Executive’s then effective base salary rate and (B) reimburse the Executive for all expenses paid or incurred by the Executive for which the Executive is entitled to reimbursement by the Company pursuant to Section 6 that remain outstanding as of the Employment Termination Date. (ii) If the Executive’s employment with the Company has terminated pursuant to to: (A) Section 8(d9(a), Section 9(c), Section 9(d), Section 9(f), Section 9(h) or Section 8(f9(j); or (B) Section 9(e) and on or before the Employment Termination Date the Executive shall have attained the age of sixty-five (65) years, then (AI) from the Employment Termination Date and for the Severance Payment Period, the Company shall continue to pay to the Executive his base salary in cash at the Executive’s then effective base salary rate and rate, (BII) after the conclusion of the Fiscal Year of Termination, the Company shall pay to the Executive a lump sum cash payment in an amount equal to the Prorated Accrued Bonus, (III) after the conclusion of the first full fiscal year of the Company immediately following the conclusion of the Fiscal Year of Termination, the Company shall pay to the Executive a lump sum cash payment in an amount equal to the Termination Bonus I and (IV) after the conclusion of the second full fiscal year of the Company immediately following the conclusion of the Fiscal Year of Termination, the Company shall pay to the Executive a lump sum cash payment in an amount equal to the Termination Bonus II; provided however that, if the Executive’s employment with the Company has terminated pursuant to Section 9(d), the continued payments of base salary pursuant to subsection (I) of this Section 10(a)(ii) shall be reduced by the proceeds actually paid to the Executive under any disability insurance policies maintained by the Company for the benefit of the Executive. (iii) If the Executive’s employment with the Company has terminated pursuant to Section 9(e) but the Executive has not attained the age of sixty-five (65) years on or before the Employment Termination Date, then after the conclusion of the Fiscal Year of Termination, the Company shall pay to the Executive a lump sum cash payment in an amount equal to the Accrued Bonus. Payment of any base salary pursuant to the above provisions shall be made at the same time as it would have been made had the Employment Period continued in effect. Payment of any Prorated Accrued Bonus, Termination Bonus I or Termination Bonus II pursuant to the above provisions shall be made at the same time that members of the Executive Staff are paid annual incentive compensation amounts from the Executive Staff Bonus Plan upon which such Prorated Accrued Bonus, Termination Bonus I or Termination Bonus II calculation is based but in no event later than the 15th day of the third month following the end of the fiscal year to which the applicable Executive Staff Bonus Plan relates. It is intended that each installment of the payments provided under this Section 9(a10(a) shall be treated as a separate payment for purposes of Section 409A, and that neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments except to the extent specifically permitted or required by Section 409A. The Executive shall be under no obligation to seek other employment and there shall be no offset against any amounts due the Executive under this Agreement on account of any remuneration attributable to any subsequent employment that the Executive may obtain (any amounts due under this Section 9 10 are in the nature of severance payments, liquidated damages and/or consideration for the covenants set forth in Section 7 and Exhibit B8 of this Agreement, and are not in the nature of a penalty).

Termination/Severance Payments. Upon The Company shall pay to the Executive, at the times specified in this Section 10(a), the amounts provided below upon termination of the Executive’s employment with the Company:. (i) In all events, the Company shall (A) pay to the Executive the Executive’s unpaid base salary in cash through the Employment Termination Date at the Executive’s then effective base salary rate and (B) reimburse the Executive for all expenses paid or incurred by the Executive for which the Executive is entitled to reimbursement by the Company pursuant to Section 6 that remain outstanding as of the Employment Termination Date. (ii) If the Executive’s employment with the Company has terminated pursuant to to: (A) Section 8(d9(a), Section 9(c), Section 9(d), Section 9(f), Section 9(h) or Section 8(f9(j); or (B) Section 9(e) and on or before the Employment Termination Date the Executive shall have attained the age of sixty-five (65) years, then (AI) from the Employment Termination Date and for the Severance Payment Period, the Company shall continue to pay to the Executive his base salary in cash at the Executive’s then effective base salary rate and (BII) after the conclusion of the Fiscal Year of Termination, the Company shall pay to the Executive a lump sum cash payment in an amount equal to the Prorated Bonus; provided however that, if the Executive’s employment with the Company has terminated pursuant to Section 9(d), the continued payments of base salary pursuant to subsection (I) of this Section 10(a)(ii) shall be reduced by the proceeds actually paid to the Executive under any disability insurance policies maintained by the Company for the benefit of the Executive. (iii) If the Executive’s employment with the Company has terminated pursuant to Section 9(e) but the Executive has not attained the age of sixty-five (65) years on or before the Employment Termination Date, then after the conclusion of the Fiscal Year of Termination, the Company shall pay to the Executive a lump sum cash payment in an amount equal to the Prorated Bonus. Payment of any base salary pursuant to the above provisions shall be made at the same time as it would have been made had the Employment Period continued in effect. Payment of - 8 - 000-0000-0000/3 any Prorated Bonus pursuant to the above provisions shall be made at the same time that members of the Executive Staff are paid annual incentive compensation amounts from the Executive Staff Bonus Plan upon which such Prorated Bonus is based but in no event later than the 15th day of the third month following the end of the fiscal year to which the applicable Executive Staff Bonus Plan relates. It is intended that each installment of the payments provided under this Section 9(a10(a) shall be treated as a separate payment for purposes of Section 409A, and that neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments except to the extent specifically permitted or required by Section 409A. The Executive shall be under no obligation to seek other employment and there shall be no offset against any amounts due the Executive under this Agreement on account of any remuneration attributable to any subsequent employment that the Executive may obtain (any amounts due under this Section 9 10 are in the nature of severance payments, liquidated damages and/or consideration for the covenants set forth in Section 7 and Exhibit B8 of this Agreement, and are not in the nature of a penalty).

Termination/Severance Payments. Upon The Company shall pay to the Executive, at the times specified in this Section 10(a), the amounts provided below upon termination of the Executive’s employment with the Company:. (i) (i) In all events, the Company shall (A) pay to the Executive the Executive’s unpaid base salary in cash through the Employment Termination Date at the Executive’s then effective base salary rate and (B) reimburse the Executive for all expenses paid or incurred by the Executive for which the Executive is entitled to reimbursement by the Company pursuant to Section 6 that remain outstanding as of the Employment Termination Date. (ii) If the Executive’s employment with the Company has terminated pursuant to to: (A) Section 8(d9(a), Section 9(c), Section 9(d), Section 9(f), Section 9(h) or Section 8(f9(j); or (B) Section 9(e) and on or before the Employment Termination Date the Executive shall have attained the age of sixty-eight (68) years, then (AI) from the Employment Termination Date and for the Severance Payment Period, the Company shall continue to pay to the Executive his base salary in cash at the Executive’s then effective base salary rate and rate, (BII) after the conclusion of the Fiscal Year of Termination, the Company shall pay to the Executive a lump sum cash payment in an amount equal to the Prorated Accrued Bonus, (III) after the conclusion of the first full fiscal year of the Company immediately following the conclusion of the Fiscal Year of Termination, the Company shall pay to the Executive a lump sum cash payment in an amount equal to the Termination Bonus I and (IV) after the conclusion of the second full fiscal year of the Company immediately following the conclusion of the Fiscal Year of Termination, the Company shall pay to the Executive a lump sum cash payment in an amount equal to the Termination Bonus II; provided however that, if the Executive’s employment with the Company has terminated pursuant to Section 9 (d), the continued payments of base salary pursuant to subsection (I) of this Section 10(a)(ii) shall be reduced by the proceeds actually paid to the Executive under any disability insurance policies maintained by the Company for the benefit of the Executive. (iii) If the Executive’s employment with the Company has terminated pursuant to Section 9(e) but the Executive has not attained the age of sixty-eight (68) years on or before the Employment Termination Date, then after the conclusion of the Fiscal Year of Termination, the Company shall pay to the Executive a lump sum cash payment in an amount equal to the Accrued Bonus. Payment of any base salary pursuant to the above provisions shall be made at the same time as it would have been made had the Employment Period continued in effect. Payment of any Prorated Accrued Bonus, Termination Bonus I or Termination Bonus II pursuant to the above provisions shall be made at the same time that members of the Executive Staff are paid annual incentive compensation amounts from the Executive Staff Bonus Plan upon which such Prorated Accrued Bonus, Termination Bonus I or Termination Bonus II calculation is based but in no event later than the 15th day of the third month following the end of the fiscal year to which the applicable Executive Staff Bonus Plan relates. It is intended that each installment of the payments provided under this Section 9(a10(a) shall be treated as a separate payment for purposes of Section 409A, and that neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments except to the extent specifically permitted or required by Section 409A. The Executive shall be under no obligation to seek other employment and there shall be no offset against any amounts due the Executive under this Agreement on account of any remuneration attributable to any subsequent employment that the Executive may obtain (any amounts due under this Section 9 10 are in the nature of severance payments, liquidated damages and/or consideration for the covenants set forth in Section 7 and Exhibit B8 of this Agreement, and are not in the nature of a penalty).

Termination/Severance Payments. Upon The Company shall pay to the Executive, at the times specified in this Section 10(a), the amounts provided below upon termination of the Executive’s employment with the Company:. (i) In all events, the Company shall (A) pay to the Executive the Executive’s unpaid base salary in cash through the Employment Termination Date at the Executive’s then effective base salary rate and (B) reimburse the Executive for all expenses paid or incurred by the Executive for which the Executive is entitled to reimbursement by the Company pursuant to Section 6 that remain outstanding as of the Employment Termination Date. (ii) If the Executive’s employment with the Company has terminated pursuant to to: (A) Section 8(d9(a), Section 9(c), Section 9(d), Section 9(f), Section 9(h) or Section 8(f9(j); or (B) Section 9(e) and on or before the Employment Termination Date the Executive shall have attained the age of sixty-five (65) years, then (AI) from the Employment Termination Date and for the Severance Payment Period, the Company shall continue to pay to the Executive his base salary in cash at the Executive’s then effective base salary rate and (BII) after the conclusion of the Fiscal Year of Termination, the Company shall pay to the Executive a lump sum cash payment in an amount equal to the Prorated Bonus; provided however that, if the Executive’s employment with the Company has terminated pursuant to Section 9(d), the continued payments of base salary pursuant to subsection (I) of this Section 10(a)(ii) shall be reduced by the proceeds actually paid to the Executive under any disability insurance policies maintained by the Company for the benefit of the Executive. (iii) If the Executive’s employment with the Company has terminated pursuant to Section 9(e) but the Executive has not attained the age of sixty-five (65) years on or before the Employment Termination Date, then after the conclusion of the Fiscal Year of Termination, the Company shall pay to the Executive a lump sum cash payment in an amount equal to the Prorated Bonus. Payment of any base salary pursuant to the above provisions shall be made at the same time as it would have been made had the Employment Period continued in effect. Payment of any Prorated Bonus pursuant to the above provisions shall be made at the same time that members of the Executive Staff are paid annual incentive compensation amounts from the Executive Staff Bonus Plan upon which such Prorated Bonus is based but in no event later than the 15th day of the third month following the end of the fiscal year to which the applicable Executive Staff Bonus Plan relates. It is intended that each installment of the payments provided under this Section 9(a10(a) shall be treated as a separate payment for purposes of Section 409A, and that neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments except to the extent specifically permitted or required by Section 409A. The Executive shall be under no obligation to seek other employment and there shall be no offset against any amounts due the Executive under this Agreement on account of any remuneration attributable to any subsequent employment that the Executive may obtain (any amounts due under this Section 9 10 are in the nature of severance payments, liquidated damages and/or consideration for the covenants set forth in Section 7 and Exhibit B8 of this Agreement, and are not in the nature of a penalty).

Termination/Severance Payments. Upon The Company shall pay to the Executive the amounts provided below upon termination of the Executive’s employment with the Company:, following which no further payments shall be due to the Executive. The Executive shall be under no obligation to seek other employment and there shall be no offset against any amounts due the Executive under this Agreement solely on account of any remuneration from any subsequent employment that the Executive may obtain. (i) In all events, the Company shall (A) pay to the Executive the Executive’s unpaid base salary in cash through the Employment Termination Date at the Executive’s then effective base salary rate rate, (B) pay any cash bonus earned in the year prior to the year during which the date of termination occurs that had not been fully paid to the Executive, (C) continue fringe benefits through the end of the month in which termination occurs, and (BD) reimburse the Executive for all expenses paid or incurred by the Executive for which the Executive is entitled to reimbursement by the Company pursuant to Section 6 that remain outstanding as of the Employment Termination Date. (ii) If the Executive’s employment with the Company has terminated pursuant to Section 8(d8(b) or Section 8(f8(c), then (A) for the Severance Payment Period, the Company shall continue to pay to the Executive his base salary in cash at the Executive’s then effective base salary rate and (B) after the conclusion of the Fiscal Year of Termination, the Company shall pay to the Executive (or his Beneficiary) a pro rata portion (based on the number of days employed during the Performance Period during which employment is terminated divided by the number of total days in the Performance Period) of the target bonus the Executive would have been eligible to receive, if any, under the Bonus Plan for the Performance Period in which termination occurs had termination not occurred at all; (B) if such termination is under Section 8(b), the Company shall pay the Executive’s Beneficiary the Executive’s base salary through the end of the third month after his death, and (C) if such termination is under Section 8(c), the Executive shall be entitled to the benefits under any disability insurance policies maintained by the Company for the benefit of the Executive. (iii) If the Executive’s employment with the Company has terminated pursuant to Section 8(e) or Section 8(g), then, except in circumstances described in section 9(a)(iv), below: (A) the Company shall pay to the Executive an amount equal to 100% of the base salary at the Executive’s then current base salary rate in a lump sum cash payment on the date specified in Section 9(a)(vi); and (B) the Executive may elect to continue medical, hospitalization and dental coverage under the Company’s group medical, hospitalization and dental benefit plans on a self-pay basis in accordance with COBRA, subject to the terms and conditions stated in this Section 9(a)(iii). If the Executive timely elects COBRA coverage, until the earliest to occur of (x) 12 months from the Employment Termination Date or (y) the Executive ceasing to be eligible for COBRA coverage or (z) the Executive commences employment with an employer that maintains a comprehensive medical plan for which the Executive is eligible, the Executive shall continue to receive the medical, hospitalization and dental coverage in effect on the date of the Executive’s termination (or the coverage then provided to similarly situated active senior level officers or employees) at the same premium rates as may be charged from time to time for senior level employees generally, as if the Executive had continued in employment during such period; provided, that in order to receive such continued coverage, the Executive shall be required to pay to the Company at the same time that premium payments are due for the month an amount equal to the Prorated Bonusfull monthly premium payments required for such coverage. The Company shall reimburse to the Executive monthly the premium amount paid by the Executive, less the premium rate charged to active senior level employees for such coverage (the “Health Payment”), no later than the next payroll date of the Company that occurs after the date the premium for the month is paid by the Executive. The COBRA health continuation period under section 4980B of the Code shall run concurrently with the period of continued health coverage following the termination date. The Health Payment paid to the Executive during the period of time during which the Executive would be entitled to continuation coverage under the Company’s group health plan under COBRA is intended to qualify for the exception from deferred compensation as a medical benefit provided in accordance with the requirements of Treas. Reg. §1.409A-1(b)(9)(v)(B). The Health Payment shall be reimbursed to the Executive in the manner described in the last paragraph of Section 9(c), so as to comply with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). All other provisions of the Executive’s COBRA coverage (including, without limitation, any applicable co-payments, deductibles and other out-of-pocket expenses) will be in accordance with the applicable plan in effect for similarly situated active senior level employees of the Company. (iv) If the Executive’s employment hereunder has terminated pursuant to Section 8(e) or Section 8(g) or because the Company gives notice of non-renewal of the Agreement in accordance with Section 1, in each case within twenty-four (24) months following a Change in Control, then (A) the Company shall pay to the Executive an amount equal to the sum of (x) 100 percent the Executive’s then current base salary, plus (y) the Executive’s Target Bonus for the year in which the Employment Termination Date occurs (or if greater, the year immediately preceding the year in which the Change in Control occurred); (B) the Company shall pay to the Executive an additional amount equal the Executive’s Target Bonus for the year in which the Employment Termination Date occurs; (C) the Company shall pay to the Executive, on or about the first day of each of the first 24 months that begin after the Employment Termination Date, an amount equal to 25 per cent of the Executive’s monthly base salary as of the Employment Termination Date and (D) all legal fees incurred by the Executive as a result of the termination of employment. The payments described in clauses (A) and (B) shall be paid in a lump sum on the date specified in Section 9(a)(vi). For the avoidance of doubt, the Executive may be entitled to payments under Section 9(a)(iii) or this Section 9(a)(iv), but not under both. (v) If the Executive’s employment with the Company has terminated pursuant to Section 8(h) or the above provisions Company gives notice of non-renewal of this Agreement under Section 1 at a time when the Executive is able to give a Notice of Retirement, then the Company shall be made at pay to the same time as it Executive (or his Beneficiary) a pro rata portion (based on the number of days employed during the Performance Period during which employment is terminated divided by the total number of days in the Performance Period) of the target bonus the Executive would have been made eligible to receive, if any, under the Bonus Plan for the Performance Period in which termination occurs had termination not occurred at all. (vi) In the Employment Period continued event the Company gives notice of non-renewal of this Agreement under Section 1, the Company shall pay the Executive his base salary in effect. Payment effect at the time such notice is given in accordance with normal payroll practices for any period while the Executive is employed by the Company and if the Executive ceases to be employed by the Company, until the earlier of (i) one year after the Company gives notice of termination of the Agreement or (ii) the date on which the Executive commences employment with another organization. (vii) The Executive’s right to receive any Prorated Bonus of the termination/severance payments or benefits provided for in Section 9(a)(iii), 9(a)(iv), 9(a)(v), or 9(a)(vi) or Section 9(b)(i) or (ii) (except in the case of termination pursuant to Section 8(b)) is expressly conditioned upon (A) the above provisions shall be made at Executive’s executing and delivering to the same time that members of the Executive Staff are paid annual incentive compensation amounts from the Executive Staff Bonus Plan upon which such Prorated Bonus is based but in no event later than the 15th day of the third month following the end of the fiscal year Company a waiver and release, pursuant to which the applicable Executive Staff Bonus Plan relates. It will waive and release the Company, Allied, and its and their officers, directors, employees, and agents from any and all claims and causes of action, which shall be in such form as is intended that each installment reasonably acceptable to the Company (the "Waiver and Release"), within 21 days after the later of the Employment Termination Date or the date on which the Waiver and Release is provided to the Executive, or with such other period as required by applicable law, and (B) the Waiver and Release not being revoked by the Executive during the period that such Waiver and Release is revocable pursuant to its terms and under applicable law. The Company will provide the Waiver and Release to the Executive no later than 10 days after the Employment Termination Date. Unless delayed in accordance with Section 9(c), the payments provided under this Section 9(adescribed in Sections 9(a)(iii)(A), 9(a)(iv)(A) and (B), 9(a)(v), 9(a)(vi), 9(b)(i) and 9(b)(ii) shall be treated as a separate payment for purposes of Section 409A, and that neither the Company nor paid to the Executive shall have on or about the right to accelerate or defer date that is sixty (60) days after the delivery of any such payments except to the extent specifically permitted or required by Section 409A. The Executive shall be under no obligation to seek other employment and there shall be no offset against any amounts due earliest date on which the Executive under this Agreement on account of any remuneration attributable to any subsequent employment can no longer revoke the Waiver and Release; provided, that the Executive may obtain if such 60-day period begins in one calendar year and ends in another calendar year, payment shall always be made (any amounts due under this Section 9 are or commence) in the nature of severance payments, liquidated damages and/or consideration for the covenants set forth in Section 7 and Exhibit B, and are not in the nature of a penalty)second calendar year.

Termination/Severance Payments. Upon The Company shall pay to the Executive the amounts provided below upon termination of the Executive’s employment with the Company:, following which no further payments shall be due to the Executive. The Executive shall be under no obligation to seek other employment and there shall be no offset against any amounts due the Executive under this Agreement solely on account of any remuneration from any subsequent employment that the Executive may obtain. (i) In all events, the Company shall (A) pay to the Executive the Executive’s unpaid base salary in cash through the Employment Termination Date at the Executive’s then effective base salary rate and (B) reimburse the Executive for all expenses paid or incurred by the Executive for which the Executive is entitled to reimbursement by the Company pursuant to Section 6 that remain outstanding as of the Employment Termination Date. (ii) If the Executive’s employment with the Company has terminated pursuant to Section 8(d8(b) or Section 8(f8(c), then (A) for the Severance Payment Period, the Company shall continue to pay to the Executive (or his Beneficiaries) a pro rata portion (based on the number of days employed during the Performance Period during which employment is terminated divided by the number of total days in the Performance Period) of the Bonus the Executive would have been eligible to receive, if any, under the Bonus Plan for the Performance Period in which termination occurs had termination not occurred at all; provided, that the Company’s performance is such that a Bonus would otherwise have been earned under the Bonus Plan (calculated at the end of the applicable Performance Period in accordance with the Bonus Plan) and the pro rata portion of such Bonus, if any, will be paid on the date the Bonus would otherwise have been paid under the Bonus Plan, (B) if such termination is under Section 8(c), the Executive shall be entitled to the benefits under any disability insurance policies maintained by the Company for the benefit of the Executive and (C) if such termination is under Section 8(b), the beneficiaries under the life insurance policy required under Section 5(b)(i) shall be entitled to receive the payments provided for under such life insurance policy in accordance with the terms thereof. In addition, the Executive or his Beneficiary shall be entitled to purchase the then current automobile provided under Section 5 by paying to the Company the wholesale value of such automobile as of the Employment Termination Date; provided, that the Executive or his Beneficiary complete such purchase within 60 days of the Employment Termination Date. (iii) If the Executive’s employment with the Company has terminated pursuant to Section 8(e) or Section 8(g), then the Company shall pay or provide to the Executive (A) 200% of the base salary in cash at the Executive’s then effective current base salary rate and rate, payable in regular payroll installments over a 24 month period commencing on the Company’s next regularly scheduled payroll date for similarly situated employees that occurs after the date after which the Executive cannot revoke the release referenced in Section 9(a)(vi); (B) a pro rata portion (based on the number of days employed during the Performance Period during which employment is terminated divided by the total number of days in the Performance Period) of the Bonus the Executive would have been eligible to receive, if any, under the Bonus Plan for the Performance Period in which termination occurs had termination not occurred at all; provided, that the Company’s performance is such that a Bonus would otherwise have been earned under the Bonus Plan (calculated at the end of the applicable Performance Period in accordance with the Bonus Plan) and the pro rata portion of such Bonus, if any, will be paid on the date the Bonus would otherwise have been paid under the Bonus Plan; (C) $40,000 as an outplacement assistance payment, payable on the Company’s next regularly scheduled payroll date for similarly situated employees that occurs after the conclusion date after which the Executive cannot revoke the release referenced in Section 9(a)(vi); and (D) the Executive or his Beneficiary shall be entitled to purchase the then current automobile provided under Section 5 by paying to the Company the wholesale value of such automobile as of the Fiscal Year Employment Termination Date; provided, that the Executive or his Beneficiary complete such purchase within 60 days of Terminationthe Employment Termination Date. Notwithstanding the foregoing, the Executive may be entitled to elect to continue medical, hospitalization and dental coverage under the Company’s group medical, hospitalization and dental benefit plans on a self-pay basis in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). If the Executive timely elects COBRA coverage, until the earliest to occur of (x) 24 months from the Employment Termination Date or (y) the Executive ceasing to be eligible for COBRA coverage or (z) the Executive commences employment with an employer who maintains a medical plan, the Executive shall continue to receive the medical, hospitalization and dental coverage in effect on the date of the Executive’s termination (or generally comparable coverage) at the same premium rates as may be charged from time to time for senior level employees generally, as if the Executive had continued in employment during such period; provided, that in order to receive such continued coverage, the Executive shall be required to pay to the Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage. The Company shall reimburse to the Executive monthly the premium amount paid by the Executive, less the premium rate charged to active senior level employees for such coverage (the “Health Payment”), no later than the next payroll date of the Company that occurs after the date the premium for the month is paid by the Executive. In addition, on each date on which the monthly Health Payments are made, the Company shall pay to the Executive a lump sum cash payment in an additional amount equal to the Prorated Bonusfederal, state and local income and payroll taxes that the Executive incurs on each monthly Health Payment (the “Health Gross-up Payment”). The COBRA health continuation period under section 4980B of the Code shall run concurrently with the period of continued health coverage following the termination date. The Health Payment paid to the Executive during the period of time during which the Executive would be entitled to continuation coverage under the Company’s group health plan under COBRA is intended to qualify for the exception from deferred compensation as a medical benefit provided in accordance with the requirements of Treas. Reg. §1.409A-1(b)(9)(v)(B). The Health Payment and the Health Gross-up Payment shall be reimbursed to the Executive in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). All other provisions of the Executive’s COBRA coverage (including, without limitation, any applicable co-payments, deductibles and other out-of-pocket expenses) will be in accordance with the applicable plan in effect for similarly situated active senior level employees of the Company. (iv) Notwithstanding Section 9(a)(iii) above, in the event the Executive’s employment with the Company is terminated pursuant to Section 8(e) or Section 8(g) during the Protection Period, the Executive shall not be entitled to the payments of the amounts set forth in Section 9(a)(iii)(A) and (B) above, but shall instead be entitled to receive (A) 200% of the Executive's base salary at the highest rate in effect at any time during the Protection Period and (B) 200% of the Executive's Stretch Bonus in effect under the Bonus Plan for the fiscal year in which the Executive's employment is terminated or, if higher, the Stretch Bonus in effect under the Bonus Plan (or comparable program) at any time during the Protection Period, which in either case shall be deemed for purposes of this Section 9(a)(iv) to have been fully earned by the Executive. Except as otherwise set forth above, these amounts will be paid in a single lump sum on the Company’s next regularly scheduled payroll date for senior executive officers of the Company following the Employment Termination Date that occurs after the date after which the Executive cannot revoke the release referenced in Section 9(a)(vi). If the Executive has received payments pursuant to Section 9(a)(iii)(A) and (B), and thereafter the above provisions facts indicate the Executive’s employment was terminated pursuant to Section 8(e) or Section 8(g) during the Protection Period, the Company shall be made at make payments of the same amounts indicated in this Section 9(a)(iv), less any amounts previously paid pursuant to Section 9(a)(iii)(A) and (B) within the time as it periods required under this Section 9(a)(iv). (v) If the Executive’s employment with the Company has terminated pursuant to Section 8(h), then (A) the Company shall pay to the Executive (or his Beneficiaries) a pro rata portion (based on the number of days employed during the Performance Period during which employment is terminated divided by the total number of days in the Performance Period) of the Bonus the Executive would have been made had eligible to receive, if any, under the Employment Period continued in effect. Payment of any Prorated Bonus pursuant to the above provisions shall be made at the same time that members of the Executive Staff are paid annual incentive compensation amounts from the Executive Staff Bonus Plan upon for the Performance Period in which termination occurs had termination not occurred at all; provided, that the Company’s performance is such Prorated that a Bonus is based but in no event later than would otherwise have been earned under the 15th day of the third month following Bonus Plan (calculated at the end of the fiscal year to applicable Performance Period in accordance with the Bonus Plan) and the pro rata portion of such Bonus, if any, will be paid on the later of the date the Bonus would otherwise have been paid under the Bonus Plan and the date after which the applicable Executive Staff Bonus Plan relates. It is intended that each installment cannot revoke the release referenced in Section 9(a)(vi), and (B) the Executive or his Beneficiary shall be entitled to purchase the then current automobile provided under Section 5 by paying to the Company the wholesale value of such automobile as of the payments provided under this Section 9(a) shall be treated as a separate payment for purposes of Section 409AEmployment Termination Date; provided, and that neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments except to the extent specifically permitted or required by Section 409A. The Executive shall be under no obligation to seek other employment and there shall be no offset against any amounts due the Executive under this Agreement on account of any remuneration attributable to any subsequent employment that the Executive may obtain or his Beneficiary complete such purchase within 60 days of the Employment Termination Date. (vi) The Executive’s right to receive any amounts due under this of the termination/severance payments or benefits provided for in Section 9 are 9(a)(iii), (iv) or (v) or Section 9(b)(ii) or (iii) is expressly conditioned upon, and the Company will be obligated to provide the Executive with such termination/severance payments or benefits only upon, both the execution and delivery to the Company by the Executive of a release in substantially the form of Exhibit A that is not revoked by the Executive. Such release must be executed by the Executive no less than 21 days after the Employment Termination Date and payments to the Executive of the compensation or benefits hereunder shall be made or commence within 60 days after the Employment Termination Date; provided that if such 60-day period begins in one calendar year and ends in another calendar year, payment shall always be made (or commence) in the nature second calendar year. (vii) Notwithstanding any other provision of this Agreement, in order to prevent the duplication of termination benefits, the payment of amounts under the Company’s Executive Severance Plan (excluding Section IV.E thereof) or any other plan providing for severance or similar payments, liquidated damages and/or consideration for or the covenants set forth in Bonus Plan to the Executive following the Employment Termination Date shall be reduced (but not below zero), on a dollar-for-dollar basis, by the amounts paid under Section 7 9(a)(iii), (iv) and Exhibit B(v), and are not this Agreement shall constitute an Employment Agreement under the Executive Severance Plan and the term “Constructive Termination” as used in the nature of a penalty)Executive Severance Plan shall be deemed to mean “Good Reason” as defined in this Agreement.

Termination/Severance Payments. Upon The Company shall pay to the Executive, at the times specified in this Section 10(a), the amounts provided below upon termination of the Executive’s employment with the Company:. (i) In all events, the Company shall (A) pay to the Executive the Executive’s unpaid base salary in cash through the Employment Termination Date at the Executive’s then effective base salary rate and (B) reimburse the Executive for all expenses paid or incurred by the Executive for which the Executive is entitled to reimbursement by the Company pursuant to Section 6 that remain outstanding as of the Employment Termination Date. (ii) If the Executive’s employment with the Company has terminated pursuant to to: (A) Section 8(d9(a), Section 9(c), Section 9(d), Section 9(f), Section 9(h) or Section 8(f9(j); or (B) Section 9(e) and on or before the Employment Termination Date the Executive shall have attained the age of sixty-five (65) years, then (AI) from the Employment Termination Date and for the Severance Payment Period, the Company shall continue to pay to the Executive his base salary in cash at the Executive’s then effective base salary rate and (BII) after the conclusion of the Fiscal Year of Termination, the Company shall pay to the Executive a lump sum cash payment in an amount equal to the Prorated Accrued Bonus; provided however that, if the Executive’s employment with the Company has terminated pursuant to Section 9(d), the continued payments of base salary pursuant to subsection (I) of this Section 10(a)(ii) shall be reduced by the proceeds actually paid to the Executive under any disability insurance policies maintained by the Company for the benefit of the Executive. (iii) If the Executive’s employment with the Company has terminated pursuant to Section 9(e) but the Executive has not attained the age of sixty-five (65) years on or before the Employment Termination Date, then after the conclusion of the Fiscal Year of Termination, the Company shall pay to the Executive a lump sum cash payment in an amount equal to the Accrued Bonus. Payment of any base salary pursuant to the above provisions shall be made at the same time as it would have been made had the Employment Period continued in effect. Payment of any Prorated Accrued Bonus pursuant to the above provisions shall be made at the same time that members of the Executive Staff are paid annual incentive compensation amounts from the Executive Staff Bonus Plan upon which such Prorated Accrued Bonus is based but in no event later than the 15th day of the third month following the end of the fiscal year to which the applicable Executive Staff Bonus Plan relates. It is intended that each installment of the payments provided under this Section 9(a10(a) shall be treated as a separate payment for purposes of Section 409A, and that neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments except to the extent specifically permitted or required by Section 409A. The Executive shall be under no obligation to seek other employment and there shall be no offset against any amounts due the Executive under this Agreement on account of any remuneration attributable to any subsequent employment that the Executive may obtain (any amounts due under this Section 9 10 are in the nature of severance payments, liquidated damages and/or consideration for the covenants set forth in Section 7 and Exhibit B8 of this Agreement, and are not in the nature of a penalty).