Common use of Termination Without Cause After Change of Control Clause in Contracts

Termination Without Cause After Change of Control. Notwithstanding any other provision of this Section 4, at any time after the Control Change Date, Company may terminate the employment of Employee with or without Cause. To the extent Employee experiences a Post-CoC Termination: (i) Company shall pay Employee any earned but unpaid portion of Employee’s Base Salary through the effective date of such Post-CoC Termination; (ii) Company shall reimburse Employee for any reasonable, unreimbursed and documented business expenses Employee incurred in performing Employee’s duties hereunder; (iii) Company shall pay Employee an amount (the “Special Severance Payment”) equal to the present value (calculated using a discount rate equal to 7.5% per annum) of Employee’s Base Salary that would have been paid to Employee had Employee remained an employee until the later of (A) the end of the Three-Year Period or (B) 24 months following the effective date of Employee’s Post-CoC Termination (such additional 24 month period in this Section 4(d)(iii)(B) hereinafter referred to as the “Extended Period”); (iv) Company shall provide Employee (and, if applicable under the applicable welfare benefit plan(s), his spouse and family) coverage under employee benefit plans (such as medical, dental, disability and life) that covered him (or them) immediately before Employee’s termination as if he had remained in employment until the end of the Three-Year Period, or, if longer, the end of the Extended Period. If Employee’s participation in any plan is barred, the Company shall either arrange to provide Employee (his spouse and family, if applicable) substantially similar benefits or pay Employee the equivalent tax affected value of the substantially similar benefits in cash, provided such cash payment(s) are made in the tax years such that the payments are compliant with the payment rules under Code section 409A. Subject to Section 4(f) below, all payments required under paragraphs (i) through (iii) above shall be made no later than the fifth business day following the effective date of Employee’s termination of employment.

Termination Without Cause After Change of Control. Notwithstanding any other provision of this Section 48, at any time after the Control Change Date, Company Employer may terminate the employment of Employee with or without Cause. To Cause (the extent Employee experiences a Post-CoC “Termination: (i) Company ”), but within five days of the Termination, it shall pay to Employee any earned but unpaid portion of Employee’s his full Base Salary through the effective date of such Post-CoC Termination; (ii) Company shall reimburse Employee for any reasonable, unreimbursed and documented business expenses Employee incurred in performing Employee’s duties hereunder; (iii) Company shall pay Employee an to the extent not theretofore paid, plus a lump sum amount (the “Special Severance Payment”) equal to the product (discounted to the then present value (calculated using on the basis of a discount rate equal to of 7.5% per annum) of Employee’s his annual Base Salary that specified in Paragraph 9 hereof multiplied by the number of years and any portion thereof remaining in the Three-Year Period (or if the remaining term in the Three-Year Period after the Termination is less than two years, for two years — the “Extended Period”). Specified Benefits to which Employee was entitled immediately prior to Termination shall continue until the end of the Three Year Period (or the Extended Period, if applicable); provided that: (i) if any plan pursuant to which Specified Benefits are provided immediately prior to Termination would not permit continued participation by Employee after Termination, then Employer shall pay to Employee within five days after Termination a lump sum payment equal to the amount of Specified Benefits Employee would have been paid to received if Employee had Employee remained been fully vested an employee until the later of (A) a continuing participant in such plan to the end of the Three-Year Period or (B) 24 months following the effective date of Employee’s Post-CoC Termination (such additional 24 month period in this Section 4(d)(iii)(B) hereinafter referred to as the “Extended Period”); (iv) Company shall provide Employee (and, if applicable under the applicable welfare benefit plan(s), his spouse and family) coverage under employee benefit plans (such as medical, dental, disability and life) that covered him (or them) immediately before Employee’s termination as if he had remained in employment until the end of the Three-Year Period, or, if longer, the end of the Extended Period. If Employee’s , if applicable; and (ii) if Employee obtains new employment following Termination, then following any waiting period applicable to participation in any plan is barred, the Company shall either arrange to provide Employee (his spouse and family, if applicable) substantially similar benefits or pay Employee the equivalent tax affected value of the substantially similar new employer, Employer shall continue to be entitled to receive benefits in cash, provided pursuant to this sentence only to the extent such cash payment(s) are made in benefits would exceed those available to Employee under comparable plans of the tax years such that the payments are compliant with the payment rules under Code section 409A. Subject to Section 4(f) below, all payments required under paragraphs (i) through (iii) above shall be made no later than the fifth business day following the effective date of Employee’s termination of employmentnew employer (but Employee shall not be required to repay any amounts then already received by him).

Termination Without Cause After Change of Control. Notwithstanding any other provision of this Section 48, at any time after the Control Change Date, Company Employer may terminate the employment of Employee with or without Cause. To the extent Employee experiences a Post-CoC Termination: (i) Company Employer shall pay Employee any earned but unpaid portion of Employee’s Base Salary through the effective date of such Post-CoC Termination; (ii) Company Employer shall reimburse Employee for any reasonable, unreimbursed and documented business expenses Employee incurred in performing Employee’s duties hereunder; (iii) Company Employer shall pay Employee an amount (the “Special Severance Payment”) equal to the present value (calculated using a discount rate equal to 7.5% per annum) of Employee’s Base Salary that would have been paid to Employee had Employee remained an employee until the later of (A) the end of the Three-Year Period or (B) 24 months following the effective date of Employee’s Post-CoC Termination (such additional 24 month period in this Section 4(d)(iii)(B8(d)(iii)(B) hereinafter referred to as the “Extended Period”);; provided, however, if any portion of Employee’s Special Severance Payment is not accelerated and paid earlier than it would have been paid as a monthly installment payment (as may be the case with certain amounts paid within six months following Employee’s termination or certain amounts paid under Section 8(f)(iii)-(vi)), no such present value discount shall be applied to such portion(s) of the payment; and (iv) Company Employer shall provide Employee (and, if applicable under the applicable welfare benefit plan(s), his spouse and family) coverage under employee Employer’s welfare benefit plans (such as medical, dental, disability and life) that covered him (or them) immediately before Employee’s termination as if he had remained in employment until the end of the Three-Year Period, or, if longer, the end of the Extended Period. If Employee’s participation in any welfare plan is barred, the Company Employer shall either arrange to provide Employee (his spouse and family, if applicable) substantially similar welfare benefits or pay Employee the equivalent tax affected value of the substantially similar welfare benefits in cash, provided such cash payment(s) are made in the tax years such that the payments are compliant with the payment rules under Code section 409A. Subject to Section 4(f) below, all payments In no event will any reimbursement for expense associated with continued coverage under an applicable welfare plan be made later than the end of the year following the year in which the expense was incurred Payments required under paragraphs (i) through (iiiiv) above shall be made no later than the fifth business day following the effective date of Employee’s termination of employmentin accordance with Section 8(f).

Termination Without Cause After Change of Control. Notwithstanding any other provision of this Section 4, at any time after the Control Change Date, Company may terminate the employment of Employee with or without Cause. To the extent Employee experiences a Post-CoC Termination: (i) Company shall pay Employee any earned but unpaid portion of Employee’s 's Base Salary through the effective date of such Post-CoC Termination; (ii) Company shall reimburse Employee for any reasonable, unreimbursed and documented business expenses Employee incurred in performing Employee’s 's duties hereunder; (iii) Company shall pay Employee an amount (the “"Special Severance Payment”") equal to the present value (calculated using a discount rate equal to 7.5% per annum) of Employee’s 's Base Salary that would have been paid to Employee had Employee remained an employee until the later of (A) the end of the Three-Year Period or (B) 24 months following the effective date of Employee’s 's Post-CoC Termination (such additional 24 month period in this Section 4(d)(iii)(B) hereinafter referred to as the “"Extended Period”");. If the Employee becomes entitled to a Special Severance Payment under this Section 4(d)(iii), the amount of the Special Severance Payment shall be increased by an amount (the "Increased Amount") equal to the present value (calculated using a discount rate equal to 7.5% per annum) of the annual bonus Employee would have been paid under the Company's annual incentive bonus plan (assuming performance goal achievement at the target level) had Employee remained an employee until the later of (X) the end of the Three-Year Period or (Y) the Extended Period. At anytime on or after the third anniversary of the Effective Date, the Board may elect, without the consent of the Employee, to exclude this "Increased Amount" from the Special Severance Payment and such election by the Board shall not be deemed a Constructive Termination Event. (iv) Company shall provide Employee (and, if applicable under the applicable welfare benefit plan(s), his spouse and family) coverage under employee benefit plans (such as medical, dental, disability and life) that covered him (or them) immediately before Employee’s 's termination as if he had remained in employment until the end of the Three-Year Period, or, if longer, the end of the Extended Period. If Employee’s 's participation in any plan is barred, the Company shall either arrange to provide Employee (his spouse and family, if applicable) substantially similar benefits or pay Employee the equivalent tax affected value of the substantially similar benefits in cash, provided such cash payment(s) are made in the tax years such that the payments are compliant with the payment rules under Code section 409A. Subject to Section 4(f) below, all payments required under paragraphs (i) through (iii) above shall be made no later than the fifth business day following the effective date of Employee’s 's termination of employment.

Termination Without Cause After Change of Control. Notwithstanding Upon the termination of the Employee's employment pursuant to Section 8(b) or a Resignation for Good Reason (as hereinafter defined) occurring after the consummation of a Change of Control, neither the Employee nor his estate or beneficiaries shall have any further rights or claims against the Corporation under this Agreement except the right to receive:1 (i) the payments, if any, referred to in Section 9(a); (ii) the pro-rata portion of the applicable bonus provided for in Section 6(b) computed on a pro-rata basis to the Termination Date, payable at the same time and in the same manner only as, if and when bonuses are paid to other provision employees of this Section 4the Corporation of comparable seniority; and (iii) an amount equal to the greater of (A) the Employee's Base Salary (as of the Termination Date) to be paid until the later to occur of (x) the second anniversary of the date upon which the Change of Control occurred, and (y) the first anniversary of the Termination Date, or (B) 1/12th of one-year's Base Salary (as of the Termination Date) for each year (not to exceed 30 years in the aggregate) that the Employee was employed by the Corporation (and its predecessors-in-interest); the amount referred to in clause (A) or (B), as the case may be, to be payable at the same times at which and in the same manner in which the Base Salary would have been payable to the Employee had the Employee's employment not been terminated; provided further however, in the event that, at any time after the Control Change Date, Company may terminate the employment of Employee with or without Cause. To the extent Employee experiences a Post-CoC Termination: (i) Company shall pay Employee any earned but unpaid portion of Employee’s Base Salary through the effective date of such Post-CoC Termination; (ii) Company shall reimburse Employee for any reasonable, unreimbursed and documented business expenses Employee incurred in performing Employee’s duties hereunder; (iii) Company shall pay Employee an amount (the “Special Severance Payment”) equal to the present value (calculated using a discount rate equal to 7.5% per annum) of Employee’s Base Salary that would have been paid to Employee had Employee remained an employee until the later of (A) the end expiration of the Three-Year Period or (B) 24 months following the effective date of Employee’s Post-CoC Termination (such additional 24 month period in this Section 4(d)(iii)(B) hereinafter referred to as the “Extended Period”); (iv) Company shall provide Employee (and, if applicable under the applicable welfare benefit plan(s), his spouse and family) coverage under employee benefit plans (such as medical, dental, disability and life) that covered him (or them) immediately before Employee’s termination as if he had remained in employment until the end of the Three-Year Employment Period, or, if longer, the end of the Extended Period. If Employee’s participation in any plan Employee is barredterminated pursuant to Section 8(b), the Company shall either arrange pay the amounts payable to provide pursuant to this Section 9(c)(iii) to the Employee (his spouse and family, as if applicable) substantially similar benefits or pay Employee the equivalent tax affected value expiration of the substantially similar benefits in cash, provided such cash payment(s) are made in the tax years such that the payments are compliant with the payment rules under Code section 409A. Subject to Section 4(f) below, all payments required under paragraphs (i) through (iii) above shall be made no later than the fifth business day following the effective date of Employee’s termination of employmentEmployment Period had not occurred.

Termination Without Cause After Change of Control. Notwithstanding any other provision of this Section 49, at any time after the Control Change Date, Company Employer may terminate the employment of Employee with or without Cause. To Cause (the extent Employee experiences a Post-CoC “Termination: (i) Company ”), but within five days of the Termination, it shall pay to Employee any earned but unpaid portion of Employee’s his full Base Salary through the effective date of such Post-CoC Termination; (ii) Company shall reimburse Employee for any reasonable, unreimbursed and documented business expenses Employee incurred in performing Employee’s duties hereunder; (iii) Company shall pay Employee an to the extent not theretofore paid, plus a lump sum amount (the “Special Severance Payment”) equal to the product (discounted to the then present value (calculated using on the basis of a discount rate equal to of 7.5% per annum) of Employee’s his annual Base Salary that would have been paid and any portion thereof remaining in the Twenty-Four-Month Severance Period Specified Benefits to which Employee had Employee remained an employee until the later of (A) the end of the Three-Year Period or (B) 24 months following the effective date of Employee’s Post-CoC was entitled immediately prior to Termination (such additional 24 month period in this Section 4(d)(iii)(B) hereinafter referred to as the “Extended Period”); (iv) Company shall provide Employee (and, if applicable under the applicable welfare benefit plan(s), his spouse and family) coverage under employee benefit plans (such as medical, dental, disability and life) that covered him (or them) immediately before Employee’s termination as if he had remained in employment continue until the end of the ThreeTwenty-Year Four-Month Period (or the Extended Period, orif applicable); provided that: (i) if any plan pursuant to which Specified Benefits are provided immediately prior to Termination would not permit continued participation by Employee after Termination, then Employer shall pay to Employee within five days after Termination a lump sum payment equal to the amount of Specified Benefits Employee would have received if longer, Employee had been fully vested an a continuing participant in such plan to the end of the Twenty-Four-Month Period or the Extended Period. If Employee’s , if applicable; and (ii) if Employee obtains new employment following Termination, then following any waiting period applicable to participation in any plan is barred, the Company shall either arrange to provide Employee (his spouse and family, if applicable) substantially similar benefits or pay Employee the equivalent tax affected value of the substantially similar new employer, Employee shall continue to be entitled to receive benefits in cash, provided pursuant to this sentence only to the extent such cash payment(s) are made in benefits would exceed those available to Employee under comparable plans of the tax years such that the payments are compliant with the payment rules under Code section 409A. Subject to Section 4(f) below, all payments required under paragraphs (i) through (iii) above shall be made no later than the fifth business day following the effective date of Employee’s termination of employmentnew employer (but Employee shall not be required to repay any amounts then already received by him).

Termination Without Cause After Change of Control. Notwithstanding any other provision of this Section 48, at any time after the Control Change Date, Company Employer may terminate the employment of Employee with or without Cause. To Cause (the extent Employee experiences a Post-CoC “Termination: (i) Company ”), but it shall pay to Employee any earned but unpaid portion of Employee’s in accordance with Section 8(f) his full Base Salary through the effective date of such Post-CoC Termination; (ii) Company shall reimburse Employee for any reasonable, unreimbursed and documented business expenses Employee incurred in performing Employee’s duties hereunder; (iii) Company shall pay Employee to the extent not theretofore paid, plus an amount (the “Special Severance Payment”) equal to the product (discounted to the then present value (calculated using on the basis of a discount rate equal to of 7.5% per annum) of his annual Base Salary specified in Section 3 hereof multiplied by the number of years and any portion thereof remaining in the Three-Year Period (or if the remaining term in the Three-Year Period after the Termination is less than two years, for two years — the “Extended Period”); provided, however, if any portion of Employee’s Base Salary that Special Severance Payment is not accelerated and paid earlier than it would have been paid as a monthly installment payment (as may be the case with certain amounts paid within six months following Employee’s termination or certain amounts paid under Section 8(f)(iii)-(vi)), no such present value discount shall be applied to such portion(s) of the payment. Specified Benefits to which Employee was entitled immediately prior to Termination shall continue until the end of the Three Year Period (or the Extended Period, if applicable); provided that: (i) if any plan pursuant to which Specified Benefits are provided immediately prior to Termination would not permit continued participation by Employee after Termination and that Specified Benefit does not constitute nonqualified deferred compensation subject to Code section 409A, then Employer shall pay to Employee within five days after Termination a lump sum payment equal to the amount of such Specified Benefit(s) Employee would have received if Employee had Employee remained been fully vested an employee until the later of (A) a continuing participant in such plan to the end of the Three-Year Period or (B) 24 months following the effective date of Employee’s Post-CoC Termination (such additional 24 month period in this Section 4(d)(iii)(B) hereinafter referred to as the “Extended Period”); (iv) Company shall provide Employee (and, if applicable under the applicable welfare benefit plan(s), his spouse and family) coverage under employee benefit plans (such as medical, dental, disability and life) that covered him (or them) immediately before Employee’s termination as if he had remained in employment until the end of the Three-Year Period, or, if longer, the end of the Extended Period. If Employee’s , if applicable; and (ii) if Employee obtains new employment following Termination, then following any waiting period applicable to participation in any plan is barred, the Company shall either arrange to provide Employee (his spouse and family, if applicable) substantially similar benefits or pay Employee the equivalent tax affected value of the substantially similar new employer, Employee shall continue to be entitled to receive benefits in cash, provided pursuant to this sentence only to the extent such cash payment(s) are made in benefits would exceed those available to Employee under comparable plans of the tax years such that the payments are compliant with the payment rules under Code section 409A. Subject to Section 4(f) below, all payments required under paragraphs (i) through (iii) above shall be made no later than the fifth business day following the effective date of Employee’s termination of employmentnew employer (but Employee shall not be required to repay any amounts then already received by him).

Termination Without Cause After Change of Control. Notwithstanding any other provision of this Section 48, at any time after the Control Change Date, Company Employer may terminate the employment of Employee with or without Cause. To the extent Employee experiences a Post-CoC Termination: (i) Company Employer shall pay Employee any earned but unpaid portion of Employee’s Base Salary through the effective date of such Post-CoC Termination; (ii) Company Employer shall reimburse Employee for any reasonable, unreimbursed and documented business expenses Employee incurred in performing Employee’s duties hereunder; (iii) Company Employer shall pay Employee an amount (the “Special Severance Payment”) equal to the present value (calculated using a discount rate equal to 7.5% per annum) of Employee’s Base Salary that would have been paid to Employee had Employee remained an employee until the later of (A) the end of the Three-Year Period or (B) 24 months following the effective date of Employee’s Post-CoC Termination (such additional 24 month period in this Section 4(d)(iii)(B8(d)(iii)(B) hereinafter referred to as the “Extended Period”);; and (iv) Company Employer shall provide Employee (and, if applicable under the applicable welfare benefit plan(s), his spouse and family) coverage under employee Employer’s welfare benefit plans (such as medical, dental, disability and life) that covered him (or them) immediately before Employee’s termination as if he had remained in employment until the end of the Three-Year Period, or, if longer, the end of the Extended Period. If Employee’s participation in any welfare plan is barred, the Company Employer shall either arrange to provide Employee (his spouse and family, if applicable) substantially similar welfare benefits or pay Employee the equivalent tax affected value of the substantially similar welfare benefits in cash, provided such cash payment(s) are made in the tax years such that the payments are compliant with the payment rules under Code section 409A. Subject to Section 4(f) below, all payments In no event will any reimbursement for expense associated with continued coverage under an applicable welfare plan be made later than the end of the year following the year in which the expense was incurred. Payments required under paragraphs (i) through (iiiiv) above shall be made no later than the fifth business day following the effective date of Employee’s termination of employmentin accordance with Section 8(f).

Termination Without Cause After Change of Control. Notwithstanding any other provision of this Section 4, If the Employer terminates the Employee's employment with the Employer at any time after the occurrence of a Change of Control Change Dateand other than "with cause" as defined by subparagraph 6.1 (a) above, Company may terminate the employment Employer shall be obligated to pay to the Employee on or before the effective date of Employee with or without Cause. To such termination (1) the extent Employee experiences a Post-CoC Termination: Employee's regular compensation (ias in effect on the date of termination) Company shall pay Employee any earned but unpaid portion of Employee’s Base Salary through the effective date of such Post-CoC Termination;termination, and (2) "severance pay" in a single lump sum amount, determined as follows: (iii) Company the Employee's "regular monthly compensation" shall reimburse Employee for any reasonable, unreimbursed and documented business expenses Employee incurred in performing Employee’s duties hereunder; be determined by dividing by twelve (iii12) Company shall pay Employee an amount (the “Special Severance Payment”) equal to the present value (calculated using a discount rate equal to 7.5% per annum) of Employee’s Base Salary that would have been paid to Employee had Employee remained an employee until the later greater of (A) the end Employee's annual regular compensation as in effect as of the Three-Year Period or last day of the full calendar month immediately prior to the month in which the Change of Control occurred, and (B) 24 the Employee's annual regular compensation as in effect as of the last day of the full calendar month immediately prior to the month in which the termination occurs; (ii) the Employee's "average monthly bonus" shall be determined by adding together the total amount of bonus and other cash incentives received by the Employee during each of the three (3) full calendar years immediately preceding the year in which the termination occurs, and dividing the sum by thirty-six. (a) In the case where the Employee has worked less than three (3) full calendar years, the average monthly bonus shall be determined by adding together the total amount of bonus and other cash incentives received by the Employee during the employment period and dividing by the number of months following of employment. (iii) the effective date Employee's "gross severance pay" shall be determined by adding together the Employee's regular monthly compensation and average monthly bonus, and multiplying the sum by the lesser of (A) thirty-six, and (B) the number of whole calendar months remaining until the Employee’s Post-CoC Termination 's 65th birthday; and (such additional 24 month a) In the case where the Employee has worked less than three (3) full calendar years, the "gross severance pay" shall be determined by adding together the total amount of bonus and other cash incentives received by the Employee during the employment period in this Section 4(d)(iii)(B) hereinafter referred to as and dividing by the “Extended Period”);number of months of employment. (iv) Company the net amount of severance pay which the Employer shall provide pay to the Employee (and, if applicable shall be determined by subtracting from the Employee's gross severance pay any amounts actually paid to the Employee under the applicable welfare benefit plan(s), his spouse and family) coverage under employee benefit plans (such as medical, dental, disability and life) that covered him (First Security Severance Pay Plan or them) immediately before Employee’s termination as if he had remained in employment until any successor severance plan or program sponsored by the end of the Three-Year Period, or, if longerEmployer, the end of the Extended Period. If Employee’s participation Corporation or its Affiliate; provided that such amount may be further reduced as provided in any plan is barredparagraph 17, the Company shall either arrange to provide Employee (his spouse and family, if applicable) substantially similar benefits or pay Employee the equivalent tax affected value of the substantially similar benefits in cash, provided such cash payment(s) are made in the tax years such that the payments are compliant with the payment rules under Code section 409A. Subject to Section 4(f) below, all payments required under paragraphs (i) through (iii) above and shall be made no later than subject to the fifth business day following the effective date of Employee’s termination of employment.withholding and offset as provided in paragraph 10. (d)

Termination Without Cause After Change of Control. Notwithstanding any other provision of this Section 4, If the Employer terminates the Employee's employment with the Employer at any time after the occurrence of a Change of Control Change Dateand other than "with cause" as defined by subparagraph 6.1 (a) above, Company may terminate the employment Employer shall be obligated to pay to the Employee on or before the effective date of Employee with or without Cause. To such termination (1) the extent Employee experiences a Post-CoC Termination: Employee's regular compensation (ias in effect on the date of termination) Company shall pay Employee any earned but unpaid portion of Employee’s Base Salary through the effective date of such Post-CoC Termination;termination, and (2) "severance pay" in a single lump sum amount, determined as follows: (iii) Company the Employee's "regular monthly compensation" shall reimburse Employee for any reasonable, unreimbursed and documented business expenses Employee incurred in performing Employee’s duties hereunder; be determined by dividing by twelve (iii12) Company shall pay Employee an amount (the “Special Severance Payment”) equal to the present value (calculated using a discount rate equal to 7.5% per annum) of Employee’s Base Salary that would have been paid to Employee had Employee remained an employee until the later greater of (A) the end Employee's annual regular compensation as in effect as of the Three-Year Period or last day of the full calendar month immediately prior to the month in which the Change of Control occurred, and (B) 24 the Employee's annual regular compensation as in effect as of the last day of the full calendar month immediately prior to the month in which the termination occurs; (ii) the Employee's "average monthly bonus" shall be determined by adding together the total amount of bonus and other cash incentives received by the Employee during each of the three (3) full calendar years immediately preceding the year in which the termination occurs, and dividing the sum by thirty-six. (a) In the case where the Employee has worked less than three (3) full calendar years, the average monthly bonus shall be determined by adding together the total amount of bonus and other cash incentives received by the Employee during the employment period and dividing by the number of months following of employment. (iii) the effective date Employee's "gross severance pay" shall be determined by adding together the Employee's regular monthly compensation and average monthly bonus, and multiplying the sum by the lesser of (A) thirty-six, and (B) the number of whole calendar months remaining until the Employee’s Post-CoC Termination 's 65th birthday; and (such additional 24 month a) In the case where the Employee has worked less than three (3) full calendar years, the "gross severance pay" shall be determined by adding together the total amount of bonus and other cash incentives received by the Employee during the employment period in this Section 4(d)(iii)(B) hereinafter referred to as and dividing by the “Extended Period”);number of months of employment. (iv) Company the net amount of severance pay which the Employer shall provide pay to the Employee (and, if applicable shall be determined by subtracting from the Employee's gross severance pay any amounts actually paid to the Employee under the applicable welfare benefit plan(s), his spouse and family) coverage under employee benefit plans (such as medical, dental, disability and life) that covered him (First Security Severance Pay Plan or them) immediately before Employee’s termination as if he had remained in employment until any successor severance plan or program sponsored by the end of the Three-Year Period, or, if longerEmployer, the end of the Extended Period. If Employee’s participation Corporation or its Affiliate; provided that such amount may be further reduced as provided in any plan is barredparagraph 17, the Company shall either arrange to provide Employee (his spouse and family, if applicable) substantially similar benefits or pay Employee the equivalent tax affected value of the substantially similar benefits in cash, provided such cash payment(s) are made in the tax years such that the payments are compliant with the payment rules under Code section 409A. Subject to Section 4(f) below, all payments required under paragraphs (i) through (iii) above and shall be made no later than subject to the fifth business day following the effective date of Employee’s termination of employment.withholding and offset as provided in paragraph 10. (d)

Termination Without Cause After Change of Control. Notwithstanding any other provision of this Section 48, at any time after the Control Change Date, Company Employer may terminate the employment of Employee with or without Cause. To the extent Employee experiences a Post-CoC Termination: (i) Company Employer shall pay Employee any earned but unpaid portion of Employee’s Base Salary through the effective date of such Post-CoC Termination; (ii) Company Employer shall reimburse Employee for any reasonable, unreimbursed and documented business expenses Employee incurred in performing Employee’s duties hereunder; (iii) Company Employer shall pay Employee an amount (the “Special Severance Payment”) equal to the present value (calculated using a discount rate equal to 7.5% per annum) of Employee’s Base Salary that would have been paid to Employee had Employee remained an employee until the later of (A) the end of the Three-Year Period or (B) 24 months following the effective date of Employee’s Post-CoC Termination (such additional 24 month period in this Section 4(d)(iii)(B8(d)(iii)(B) hereinafter referred to as the “Extended Period”);. (iv) Company In connection with Employer’s promise to Employee that, provided Employee has not resigned or otherwise been terminated for Cause, Employee will receive at least the first three (i.e., 2007, 2008 and 2009) grants of the Promised Future Stock Awards, to the extent that less than all three such awards have been granted, Employer shall grant whichever of such awards has not yet been granted. If each of such three awards has already been granted on Employee’s Post-CoC Termination, Employee will not be entitled to any additional equity-award grants under this section. (v) Employer shall pay Employee an amount equal to the taxable income Employee would recognize if, on the effective date of Employee’s termination of employment: (A) each outstanding Equity-Based Award, or portion thereof, (other than any Promised Future Stock Award) that, in the case of RSUs, would have become vested and, in the case of stock options, would have become exercisable, prior to the end of the Three-Year Period or, if later, the Extended Period, and (B) all granted Promised Future Stock Awards (including any of the 2007, 2008 and 2009 Promised Future Stock Awards which were granted pursuant to Section 8(d)(iv) above) and only to the extent not already vested (in the case of RSUs) or exercised (in the case of stock options), became vested and were exercised. For purposes of determining the taxable income Employee would have recognized on account of the above mentioned awards becoming vested (in the case of RSUs) or hypothetically being exercised (in the case of stock options), the fair market value of the Company’s stock underlying the Equity-Based Awards will be the fair market value as of the effective date of Employee’s termination. (vi) Employer shall provide Employee (and, if applicable under the applicable welfare benefit plan(s)plan, his spouse and family) coverage under employee Employee benefit plans (such as medical, dental, disability and life) that covered him (or them) immediately before Employee’s termination as if he had remained in employment until the end of the Three-Year Period, or, if longer, the end of the Extended Period. If Employee’s participation in any plan is barred, the Company shall either arrange to provide Employee (his spouse and family, if applicable) substantially similar benefits or pay Employee the equivalent tax affected value of the substantially similar benefits in cash, provided such cash payment(s) are made in the tax years such that the payments are compliant with the payment rules under Code section 409A. benefits. Subject to Section 4(f8(f) below, all payments required under paragraphs (i) through (iiiiv) above shall be made no later than the fifth business day following the effective date of Employee’s termination of employment.