Common use of Termination Without Cause; Constructive Termination Without Cause or Voluntary Termination Following a Change in Control Clause in Contracts

Termination Without Cause; Constructive Termination Without Cause or Voluntary Termination Following a Change in Control. In the event Executive's employment with the Company is terminated by the Company without Cause (which termination shall be effective as of the date specified by the Company in a written notice to Executive), other than due to death, or in the event there is a Constructive Termination Without Cause (as defined above), in either case within eighteen months following a Change in Control (as defined above), Executive shall be entitled to and his sole remedies under this Agreement shall be: (i) Base Salary through the date of termination of Executive's employment, which shall be paid in a single lump sum not later than 15 days following Executive's termination of employment; (ii) an amount equal to two times Executive's Base Salary, at the annualized rate in effect on the date of termination of Executive's employment (or in the event a reduction in Base Salary is a basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's termination of employment; (iii) pro rata annual incentive award for the year in which termination occurs assuming that Executive would have received an award equal to 45% of Base Salary (determined in accordance with Section 10(e)(ii) above) for such year, payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's termination of employment; (iv) an amount equal to 45% of such Base Salary (determined in accordance with Section 10(e)(ii) above) multiplied by two, payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's termination of employment; (v) elimination of all restrictions on any restricted stock or deferred stock awards outstanding at the time of termination of employment; (vi) immediate vesting of all outstanding stock options and the right to exercise vested stock options granted prior to the Effective Date during the Severance Period or for the remainder of the exercise period, if less; options granted after the Effective Date shall be exercisable for the remainder of the exercise period; (vii) immediate vesting of any outstanding long term incentive awards previously granted and a pro rata payment of such awards based on Target Performance, payable in a lump sum in cash or stock promptly (but in no event later than 15 days) following Executive's termination of employment; (viii) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following Executive's termination of employment; (ix) settlement of all deferred compensation arrangements in accordance with Executive's duly executed Deferral Election Forms and the plan documents (unless Executive has previously and appropriately elected not to have such settlement upon such a termination); (x) continued participation in all medical, health and life insurance plans at the same benefit and participation level at which he was participating on the date of the termination of his employment until the earlier of: (A) the end of the Severance Period; or (B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (1) if Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (vii) of this Section 10(e), he shall receive cash payments equal on an after-tax basis to the cost to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (vii) of this Section 10(e), (2) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive in obtaining such benefit himself on an individual basis, and (3) payment of such amounts shall be made quarterly in advance; (xi) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.

Termination Without Cause; Constructive Termination Without Cause or Voluntary Termination Following a Change in Control. In the event Executive's ’s employment with the Company is terminated by the Company without Cause (which termination shall be effective as of the date specified by the Company in a written notice to Executive), other than due to death, or in the event there is a Constructive Termination Without Cause (as defined above), in either case within eighteen months two years following a Change in Control (as defined above), Executive shall be entitled to and his sole remedies under this Agreement shall be: (i) Base Salary through the date of termination of Executive's ’s employment, which shall be paid in a single lump sum not later than 15 days following Executive's ’s termination of employment; (ii) an amount equal to two times Executive's ’s Base Salary, at the annualized rate in effect on the date of termination of Executive's ’s employment (or in the event a reduction in Base Salary is a basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's ’s termination of employment; (iii) pro rata annual incentive award for the year in which termination occurs assuming that Executive would have received an award equal to 4540% of Base Salary (determined in accordance with Section 10(e)(ii) above) for such year, payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's ’s termination of employment; (iv) an amount equal to 4540% of such Base Salary (determined in accordance with Section 10(e)(ii) above) multiplied by two, payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's ’s termination of employment; (v) elimination of all restrictions on any restricted stock or deferred stock awards outstanding at the time of termination of employment; (vi) immediate vesting of all outstanding stock options and the right to exercise vested stock options granted prior to the Effective Date during the Severance Period or for the remainder of the exercise period, if less; options granted after the Effective Date shall be exercisable for the remainder of the exercise period; (vii) immediate vesting of any all outstanding long long-term incentive awards previously granted and a pro rata payment of such awards based on Target Performance, payable in a lump sum in cash or stock promptly (but in no event later than 15 days) following Executive's ’s termination of employment; (viii) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following Executive's ’s termination of employment; (ix) settlement of all deferred compensation arrangements in accordance with Executive's ’s duly executed Deferral Election Forms and the plan documents (unless Executive has previously and appropriately elected not to have such settlement upon such a termination); (x) continued participation in all medical, health and life insurance plans at the same benefit and participation level at which he was participating on the date of the termination of his employment until the earlier of: (A) the end of the Severance Period; or (B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (1) if Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (viix) of this Section 10(e), he shall receive cash payments equal on an after-tax basis to the cost to him her of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (viiix) of this Section 10(e), (2) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive in obtaining such benefit himself herself on an individual basis, and (3) payment of such amounts shall be made quarterly in advance; (xi) 24 months additional age and service credit for purposes of determining the amount of Executive’s accrued benefits under any SERP maintained by the Company, and immediate vesting of any such benefits; and (xii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company. For purposes of any termination pursuant to this Section 10(e), the term “Severance Period” shall mean the period of 24 months following the termination of Executive’s employment.

Termination Without Cause; Constructive Termination Without Cause or Voluntary Termination Following a Change in Control. In the event Executive's ’s employment with the Company is terminated by the Company without Cause (which termination shall be effective as of the date specified by the Company in a written notice to Executive), other than due to death, or in the event there is a Constructive Termination Without Cause (as defined above), in either case within eighteen months two years following a Change in Control (as defined above), Executive shall be entitled to and his sole remedies under this Agreement shall be: (i) Base Salary through the date of termination of Executive's ’s employment, which shall be paid in a single cash lump sum not later than 15 days following Executive's ’s termination of employment; (ii) an amount equal to two three times Executive's ’s Base Salary, at the annualized rate in effect on the date of termination of Executive's ’s employment (or in the event a reduction in Base Salary is a basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's ’s termination of employment; (iii) pro rata annual incentive award for the year in which Executive’s termination occurs assuming based on the most recently established market target amount for Executive, payable in a cash lump sum promptly (but in no event later than 15 days or by such later date as is required to comply with Section 22) following Executive’s termination of employment; (A) The amount of the pro rata award will be determined by multiplying the market target amount by a fraction, the numerator of which is the number of months that Executive would have received elapsed since January 1 through the date of termination of Executive’s Employment and the denominator of which is twelve (12); (iv) an award amount equal to 45% of Base Salary (determined in accordance with Section 10(e)(ii) above) the MIP Award based on the most recently established market target amount for such yearExecutive multiplied by three, payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's termination of employment; (iv) an amount equal to 45% of such Base Salary (determined in accordance with Section 10(e)(ii) above) multiplied by two, payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's ’s termination of employment; (v) elimination of all restrictions on any restricted stock or deferred stock awards outstanding at the time of termination of employmentemployment (other than awards under the Company’s Partnership Equity Program, which shall be governed by the terms of such awards); (vi) immediate vesting of all outstanding stock options and the right to exercise vested such stock options granted prior to the Effective Date during the Severance Period or for the remainder of the exercise periodin accordance with their terms, if less; options granted after longer (other than awards under the Effective Date Company’s Partnership Equity Program, which shall be exercisable for governed by the remainder terms of the exercise periodsuch awards); (vii) immediate vesting of any outstanding long term incentive awards previously granted and a pro rata payment of such awards based on Target Performance, payable in a lump sum in cash or stock promptly (but in no event later than 15 days) following Executive's termination of employment; (viii) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following the Executive's ’s termination of employment; (viii) immediate vesting of Executive’s accrued benefits under any supplemental retirement benefit plan (“SERP”) maintained by the Company, with payment of such benefits to be made in accordance with the terms and conditions of the SERP; (ix) settlement of all deferred compensation arrangements in accordance with Executive's duly executed Deferral Election Forms and the any then applicable deferred compensation plan documents (unless Executive has previously and appropriately elected not to have such settlement upon such a termination)or election form; (x) continued participation in all medical, health and life insurance plans at the same benefit and participation level at which he was participating on the date of the termination of his employment until the earlier of: (A) the end of the Severance Period; or (B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (1) if Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (viix) of this Section 10(e), he shall receive cash payments equal on an after-tax basis to the cost to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (viix) of this Section 10(e), (2) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive in obtaining such benefit himself on an individual basis, and (3) payment of such amounts shall be made quarterly in advance;; and (xi) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company. For purposes of any termination pursuant to this Section 10(e), the term “Severance Period” shall mean the period of 36 months following the termination of the Executive’s employment.

Termination Without Cause; Constructive Termination Without Cause or Voluntary Termination Following a Change in Control. In the event Executive's employment with the Company is terminated by the Company without Cause (which termination shall be effective as of the date specified by the Company in a written notice to Executive), other than due to death, or in the event there is a Constructive Termination Without Cause (as defined above), in either case within eighteen months two years following a Change in Control (as defined above), or in the event Executive elects within the 60-day period commencing six months following a Change in Control to terminate his employment for any reason, Executive shall be entitled to and his sole remedies under this Agreement shall be: (i) Base Salary through the date of termination of Executive's employment, which shall be paid in a single lump sum not later than 15 days following Executive's termination of employment; (ii) an amount equal to two 2.99 times Executive's Base Salary, at the annualized rate in effect on the date of termination of Executive's employment (or in the event a reduction in Base Salary is a basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's termination of employment; (iii) pro rata annual incentive award for the year in which termination occurs assuming that Executive would have received an award equal to 4580% of Base Salary (determined in accordance with Section 10(e)(ii11(e)(ii) above) for such year, payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's termination of employment; (iv) an amount equal to 4580% of such Base Salary (determined in accordance with Section 10(e)(ii11(e)(ii) above) multiplied by two2.99, payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's termination of employment; (v) elimination of all restrictions on any restricted stock or deferred stock awards outstanding at the time of termination of employment; (vi) immediate vesting of all outstanding stock options and the right to exercise vested stock options granted prior to the Effective Date during the Severance Period or for the remainder of the exercise period, if less; options granted after the Effective Date shall be exercisable for the remainder of the exercise period; (vii) immediate vesting of any all outstanding long long-term incentive awards previously granted and a pro rata payment of such awards based on Target Performance, payable in a lump sum in cash or stock promptly (but in no event later than 15 days) following Executive's termination of employment; (viii) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following Executive's termination of employment; (ix) settlement of all deferred compensation arrangements in accordance with Executive's duly executed Deferral Election Forms and the plan documents (unless Executive has previously and appropriately elected not to have such settlement upon such a termination); (x) continued participation in all medical, health and life insurance plans at the same benefit and participation level at which he was participating on the date of the termination of his employment until the earlier of: (A) the end date upon which Executive attains 65 years of age, PROVIDED THAT the Severance PeriodCompany shall bear the cost of such insurance until Executive's 60th birthday only; thereafter Executive shall reimburse the Company for the cost of such insurance; or (B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (1) if Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (viix) of this Section 10(e11(e), he shall receive cash payments equal on an after-tax basis to the cost to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (viix) of this Section 10(e11(e), (2) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive in obtaining such benefit himself on an individual basis, and (3) payment of such amounts shall be made quarterly in advance; and (xi) 36 months additional age and service credit for purposes of determining the amount Executive's accrued benefits under the SERP maintained by the Company, and immediate vesting of any such benefits; (xixii) a lump sum amount equal to the difference (determined on an actuarial basis) in the benefit Executive would have received under the Split Dollar Agreement (or its equivalent) if the Company had continued to make the required premium payments under such Split Dollar Agreement for the Severance Period; and (xiii) other or additional benefits then due or earned in accordance with applicable plans and programs of the CompanyCompany (including without limitation the benefits payable under the SERP and the Split Dollar Agreement (or its equivalent)).

Termination Without Cause; Constructive Termination Without Cause or Voluntary Termination Following a Change in Control. In the event Executive's employment with the Company is terminated by the Company without Cause (which termination shall be effective as of the date specified by the Company in a written notice to Executive), other than due to death, or in the event there is a Constructive Termination Without Cause (as defined above), in either case within eighteen months following a Change in Control (as defined above), Executive shall be entitled to and his sole remedies under this Agreement shall be: (i) Base Salary through the date of termination of Executive's employment, which shall be paid in a single lump sum not later than 15 days following Executive's termination of employment; (ii) an amount equal to two times Executive's Base Salary, at the annualized rate in effect on the date of termination of Executive's employment (or in the event a reduction in Base Salary is a basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's termination of employment; (iii) pro rata annual incentive award for the year in which termination occurs assuming that Executive would have received an award equal to 4555% of Base Salary (determined in accordance with Section 10(e)(ii) above) for such year, payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's termination of employment; (iv) an amount equal to 4555% of such Base Salary (determined in accordance with Section 10(e)(ii) above) multiplied by two, payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's termination of employment; (v) elimination of all restrictions on any restricted stock or deferred stock awards outstanding at the time of termination of employment; (vi) immediate vesting of all outstanding stock options and the right to exercise vested stock options granted prior to the Effective Date during the Severance Period or for the remainder of the exercise period, if less; options granted after the Effective Date shall be exercisable for the remainder of the exercise period; (vii) immediate vesting of any outstanding long term incentive awards previously granted and a pro rata payment of such awards based on Target Performance, payable in a lump sum in cash or stock promptly (but in no event later than 15 days) following Executive's termination of employment; (viii) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following Executive's termination of employment; (ix) settlement of all deferred compensation arrangements in accordance with Executive's duly executed Deferral Election Forms and the plan documents (unless Executive has previously and appropriately elected not to have such settlement upon such a termination); (x) continued participation in all medical, health and life insurance plans at the same benefit and participation level at which he was participating on the date of the termination of his employment until the earlier of: (A) the end of the Severance Period; or (B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (1) if Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (vii) of this Section 10(e), he shall receive cash payments equal on an after-tax basis to the cost to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (vii) of this Section 10(e), (2) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive in obtaining such benefit himself on an individual basis, and (3) payment of such amounts shall be made quarterly in advance; (xi) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.

Termination Without Cause; Constructive Termination Without Cause or Voluntary Termination Following a Change in Control. In the event Executive's ’s employment with the Company is terminated by the Company without Cause (which termination shall be effective as of the date specified by the Company in a written notice to Executive), other than due to death, or in the event there is a Constructive Termination Without Cause (as defined above), in either case within eighteen months two years following a Change in Control (as defined above), Executive shall be entitled to and his sole remedies under this Agreement shall be: (i) Base Salary through the date of termination of Executive's ’s employment, which shall be paid in a single cash lump sum not later than 15 days following Executive's ’s termination of employment; (ii) an amount equal to two three times Executive's ’s Base Salary, at the annualized rate in effect on the date of termination of Executive's ’s employment (or in the event a reduction in Base Salary is a basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's ’s termination of employment; (iii) pro rata annual incentive award for the year in which Executive’s termination occurs assuming based on the most recently established market target amount, as determined below, for Executive, payable in a cash lump sum promptly (but in no event later than 15 days or by such later date as is required to comply with Section 22) following Executive’s termination of employment; (A) The amount of the pro rata award will be determined by multiplying the full amount of the market target amount, by a fraction, the numerator of which is the number of months that Executive would have received elapsed since January 1 through the date of termination of Executive’s Employment and the denominator of which is twelve (12); (iv) an award amount equal to 45% of Base Salary (determined in accordance with Section 10(e)(ii) above) the MIP Award based on the most recently established market target amount for such yearExecutive multiplied by three, payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's termination of employment; (iv) an amount equal to 45% of such Base Salary (determined in accordance with Section 10(e)(ii) above) multiplied by two, payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's ’s termination of employment; (v) elimination of all restrictions on any restricted stock or deferred stock awards outstanding at the time of termination of employmentemployment (other than awards under the Company’s Partnership Equity Program, which shall be governed by the terms of such awards); (vi) immediate vesting of all outstanding stock options and the right to exercise vested such stock options granted prior to the Effective Date during the Severance Period or for the remainder of the exercise periodin accordance with their terms, if less; options granted after longer (other than awards under the Effective Date Company’s Partnership Equity Program, which shall be exercisable for governed by the remainder terms of the exercise periodsuch awards); (vii) immediate vesting of any outstanding long term incentive awards previously granted and a pro rata payment of such awards based on Target Performance, payable in a lump sum in cash or stock promptly (but in no event later than 15 days) following Executive's termination of employment; (viii) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following the Executive's ’s termination of employment; (viii) immediate vesting of Executive’s accrued benefits under any supplemental retirement benefit plan (“SERP”) maintained by the Company, with payment of such benefits to be made in accordance with the terms and conditions of the SERP; (ix) settlement of all deferred compensation arrangements in accordance with Executive's duly executed Deferral Election Forms and the any then applicable deferred compensation plan documents (unless Executive has previously and appropriately elected not to have such settlement upon such a termination)or election form; (x) continued participation in all medical, health and life insurance plans at the same benefit and participation level at which he was participating on the date of the termination of his employment until the earlier of: (A) the end of the Severance Period; or (B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (1) if Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (viix) of this Section 10(e), he shall receive cash payments equal on an after-tax basis to the cost to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (viix) of this Section 10(e), (2) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive in obtaining such benefit himself on an individual basis, and (3) payment of such amounts shall be made quarterly in advance;; and (xi) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company. For purposes of any termination pursuant to this Section 10(e), the term “Severance Period” shall mean the period of 36 months following the termination of the Executive’s employment.

Termination Without Cause; Constructive Termination Without Cause or Voluntary Termination Following a Change in Control. In the event Executive's employment with the Company is terminated by the Company without Cause (which termination shall be effective as of the date specified by the Company in a written notice to Executive), other than due to death, or in the event there is a Constructive Termination Without Cause (as defined above), in either case within eighteen months following a Change in Control (as defined above), Executive shall be entitled to and his sole remedies under this Agreement shall be: (i) Base Salary through the date of termination of Executive's employment, which shall be paid in a single lump sum not later than 15 days following Executive's termination of employment; (ii) an amount equal to two 2.5 times Executive's Base Salary, at the annualized rate in effect on the date of termination of Executive's employment (or in the event a reduction in Base Salary is a basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's termination of employment; (iii) pro rata annual incentive award for the year in which termination occurs assuming that Executive would have received an award equal to 4580% of Base Salary (determined in accordance with Section 10(e)(ii) above) for such year, payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's termination of employment; (iv) an amount equal to 4580% of such Base Salary (determined in accordance with Section 10(e)(ii) above) multiplied by two, payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's termination of employment; (v) elimination of all restrictions on any restricted stock or deferred stock awards outstanding at the time of termination of employment; (vi) immediate vesting of all outstanding stock options and the right to exercise vested stock options granted prior to the Effective Date during the Severance Period or for the remainder of the exercise period, if less; options granted after the Effective Date shall be exercisable for the remainder of the exercise period; (vii) immediate vesting of any outstanding long term incentive awards previously granted and a pro rata payment of such awards based on Target Performance, payable in a lump sum in cash or stock promptly (but in no event later than 15 days) following Executive's termination of employment; (viii) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following Executive's termination of employment; (ix) settlement of all deferred compensation arrangements in accordance with Executive's duly executed Deferral Election Forms and the plan documents (unless Executive has previously and appropriately elected not to have such settlement upon such a termination); (x) continued participation in all medical, health and life insurance plans at the same benefit and participation level at which he was participating on the date of the termination of his employment until the earlier of: (A) the end of the Severance Period; or (B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (1) if Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (vii) of this Section 10(e), he shall receive cash payments equal on an after-tax basis to the cost to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (vii) of this Section 10(e), (2) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive in obtaining such benefit himself on an individual basis, and (3) payment of such amounts shall be made quarterly in advance; (xi) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.

Termination Without Cause; Constructive Termination Without Cause or Voluntary Termination Following a Change in Control. In the event Executive's employment with the Company is terminated by the Company without Cause (which termination shall be effective as of the date specified by the Company in a written notice to Executive), other than due to death, or in the event there is a Constructive Termination Without Cause (as defined above), in either case within eighteen months two years following a Change in Control (as defined above), Executive shall be entitled to and his sole remedies under this Agreement shall be: (i) Base Salary through the date of termination of Executive's ’s employment, which shall be paid in a single lump sum not later than 15 days following Executive's ’s termination of employment; (ii) an amount equal to two times Executive's ’s Base Salary, at the annualized rate in effect on the date of termination of Executive's ’s employment (or in the event a reduction in Base Salary is a basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's ’s termination of employment; (iii) pro rata annual incentive award for the year in which termination occurs assuming that Executive would have received an award equal to 4540% of Base Salary (determined in accordance with Section 10(e)(ii) above) for such year, payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's ’s termination of employment; (iv) an amount equal to 4540% of such Base Salary (determined in accordance with Section 10(e)(ii) above) multiplied by two, payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's ’s termination of employment; (v) elimination of all restrictions on any restricted stock or deferred stock awards outstanding at the time of termination of employment; (vi) immediate vesting of all outstanding stock options and the right to exercise vested stock options granted prior to the Effective Date during the Severance Period or for the remainder of the exercise period, if less; options granted after the Effective Date shall be exercisable for the remainder of the exercise period; (vii) immediate vesting of any all outstanding long long-term incentive awards previously granted and a pro rata payment of such awards based on Target Performance, payable in a lump sum in cash or stock promptly (but in no event later than 15 days) following Executive's ’s termination of employment; (viii) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following Executive's ’s termination of employment; (ix) settlement of all deferred compensation arrangements in accordance with Executive's ’s duly executed Deferral Election Forms and the plan documents (unless Executive has previously and appropriately elected not to have such settlement upon such a termination); (x) continued participation in all medical, health and life insurance plans at the same benefit and participation level at which he was participating on the date of the termination of his employment until the earlier of: (A) the end of the Severance Period; or (B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (1) if Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (viix) of this Section 10(e), he shall receive cash payments equal on an after-tax basis to the cost to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (viiix) of this Section 10(e), (2) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive in obtaining such benefit himself on an individual basis, and (3) payment of such amounts shall be made quarterly in advance; (xi) 24 months additional age and service credit for purposes of determining the amount of Executive’s accrued benefits under any SERP maintained by the Company, and immediate vesting of any such benefits; and (xii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company. For purposes of any termination pursuant to this Section 10(e), the term “Severance Period” shall mean the period of 24 months following the termination of Executive’s employment.

Termination Without Cause; Constructive Termination Without Cause or Voluntary Termination Following a Change in Control. In the event Executive's ’s employment with the Company is terminated by the Company without Cause (which termination shall be effective as of the date specified by the Company in a written notice to Executive), other than due to death, or in the event there is a Constructive Termination Without Cause (as defined above), in either case within eighteen months two years following a Change in Control (as defined above), Executive shall be entitled to and his sole remedies under this Agreement shall be: (i) Base Salary through the date of termination of Executive's ’s employment, which shall be paid in a single cash lump sum not later than 15 days following Executive's ’s termination of employment; (ii) an amount equal to two three times Executive's ’s Base Salary, at the annualized rate in effect on the date of termination of Executive's ’s employment (or in the event a reduction in Base Salary is a basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's ’s termination of employment; (iii) pro rata annual incentive award for the year in which Executive’s termination occurs assuming based on the most recently established market target amount for Executive, payable in a cash lump sum promptly (but in no event later than 15 days or by such later date as is required to comply with Section 22) following Executive’s termination of employment; (A) The amount of the pro rata award will be determined by multiplying the market target amount by a fraction, the numerator of which is the number of months that Executive would have received elapsed since January 1 through the date of termination of Executive’s Employment and the denominator of which is twelve (12); (iv) an award amount equal to 45% of Base Salary (determined in accordance with Section 10(e)(ii) above) the MIP Award based on the most recently established market target amount for such yearExecutive multiplied by three, payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's termination of employment; (iv) an amount equal to 45% of such Base Salary (determined in accordance with Section 10(e)(ii) above) multiplied by two, payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's ’s termination of employment; (v) elimination of all restrictions on any restricted stock or deferred stock awards outstanding at the time of termination of employmentemployment (other than awards under the Company’s Partnership Equity Program, which shall be governed by the terms of such awards); (vi) immediate vesting of all outstanding stock options and the right to exercise vested such stock options granted prior to the Effective Date during the Severance Period or for the remainder of the exercise periodin accordance with their terms, if less; options granted after longer (other than awards under the Effective Date Company’s Partnership Equity Program, which shall be exercisable for governed by the remainder terms of the exercise periodsuch awards); (vii) immediate vesting of any outstanding long term incentive awards previously granted and a pro rata payment of such awards based on Target Performance, payable in a lump sum in cash or stock promptly (but in no event later than 15 days) following Executive's termination of employment; (viii) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following the Executive's ’s termination of employment; (viii) immediate vesting of Executive’s accrued benefits under any supplemental retirement benefit plan (“SERP”) maintained by the Company, with payment of such benefits to be made in accordance with the terms and conditions of the SERP; (ix) settlement of all deferred compensation arrangements in accordance with Executive's duly executed Deferral Election Forms and the any then applicable deferred compensation plan documents (unless Executive has previously and appropriately elected not to have such settlement upon such a termination)or election form; (x) continued participation in all medical, health and life insurance plans at the same benefit and participation level at which he was participating on the date of the termination of his employment until the earlier of: (A) the end of the Severance Period; or (B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (1) if Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (viix) of this Section 10(e), he shall receive cash payments equal on an after-tax basis to the cost to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (viix) of this Section 10(e), (2) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive in obtaining such benefit himself on an individual basis, and (3) payment of such amounts shall be made quarterly in advance;arrears; and (xi) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company. For purposes of any termination pursuant to this Section 10(e), the term “Severance Period” shall mean the period of 36 months following the termination of the Executive’s employment.

Termination Without Cause; Constructive Termination Without Cause or Voluntary Termination Following a Change in Control. In the event Executive's ’s employment with the Company is terminated by the Company without Cause (which termination shall be effective as of the date specified by the Company in a written notice to Executive), other than due to death, or in the event there is a Constructive Termination Without Cause (as defined above), in either case within eighteen months two years following a Change in Control (as defined above), Executive shall be entitled to and his sole remedies under this Agreement shall be: (i) Base Salary through the date of termination of Executive's ’s employment, which shall be paid in a single lump sum not later than 15 days following Executive's ’s termination of employment; (ii) an amount equal to two times Executive's ’s Base Salary, at the annualized rate in effect on the date of termination of Executive's ’s employment (or in the event a reduction in Base Salary is a basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's ’s termination of employment; (iii) pro rata annual incentive award for the year in which termination occurs assuming that Executive would have received an award equal to 45% of Base Salary (determined in accordance with Section 10(e)(ii) above) for such year, . payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's ’s termination of employment; (iv) an amount equal to 45% of such Base Salary (determined in accordance with Section 10(e)(ii) above) multiplied by two, payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's ’s termination of employment; (v) elimination of all restrictions on any restricted stock or deferred stock awards outstanding at the time of termination of employment; (vi) immediate vesting of all outstanding stock options and the right to exercise vested stock options granted prior to the Effective Date during the Severance Period or for the remainder of the exercise period, if less; options granted after the Effective Date shall be exercisable for the remainder of the exercise period;, (vii) immediate vesting of any all outstanding long long-term incentive awards previously granted and a pro rata payment of such awards based on Target Performance, payable in a lump sum in cash or stock promptly (but in no event later than 15 days) following Executive's ’s termination of employment;. (viii) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following Executive's ’s termination of employment; (ix) settlement of all deferred compensation arrangements in accordance with Executive's ’s duly executed Deferral Election Forms and the plan documents (unless Executive has previously and appropriately elected not to have such settlement upon such a termination); (x) continued participation in all medical, health and life insurance plans at the same benefit and participation level at which he was participating on the date of the termination of his employment until the earlier of: (A) the end of the Severance Period; or (B) the date, ,or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (1) if Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (viix) of this Section 10(e), he shall receive cash payments equal on an after-tax basis to the cost to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (viiix) of this Section 10(e), (2) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive in obtaining such benefit himself on an individual basis, and (3) payment of such amounts shall be made quarterly in advance;: (xi) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company. For purposes of any termination pursuant to this Section 10(e), the term “Severance Period” shall mean the period of 24 months following the termination of Executive’s employment.

Termination Without Cause; Constructive Termination Without Cause or Voluntary Termination Following a Change in Control. In the event Executive's ’s employment with the Company is terminated by the Company without Cause (which termination shall be effective as of the date specified by the Company in a written notice to Executive), other than due to death, or in the event there is a Constructive Termination Without Cause (as defined above), in either case within eighteen months two years following a Change in Control (as defined above), Executive shall be entitled to and his sole remedies under this Agreement shall be: (i) Base Salary through the date of termination of Executive's ’s employment, which shall be paid in a single cash lump sum not later than 15 days following Executive's ’s termination of employment; (ii) an amount equal to two three times Executive's ’s Base Salary, at the annualized rate in effect on the date of termination of Executive's ’s employment (or in the event a reduction in Base Salary is a basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's ’s termination of employment; (iii) pro rata annual incentive award for the year in which Executive’s termination occurs assuming based on the most recently established market target amount for Executive, payable in a cash lump sum promptly (but in no event later than 15 days or by such later date as is required to comply with Section 22) following Executive’s termination of employment; (A) The amount of the pro rata award will be determined by multiplying the market target amount by a fraction, the numerator of which is the number of months that Executive would have received elapsed since January 1 through the date of termination of Executive’s Employment and the denominator of which is twelve (12); (iv) an award amount equal to 45% of Base Salary (determined in accordance with Section 10(e)(ii) above) the MIP Award based on the most recently established market target amount, for such yearExecutive multiplied by three, payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's termination of employment; (iv) an amount equal to 45% of such Base Salary (determined in accordance with Section 10(e)(ii) above) multiplied by two, payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's ’s termination of employment; (v) elimination of all restrictions on any restricted stock or deferred stock awards outstanding at the time of termination of employmentemployment (other than awards under the Company’s Partnership Equity Program, which shall be governed by the terms of such awards); (vi) immediate vesting of all outstanding stock options and the right to exercise vested such stock options granted prior to the Effective Date during the Severance Period or for the remainder of the exercise periodin accordance with their terms, if less; options granted after longer (other than awards under the Effective Date Company’s Partnership Equity Program, which shall be exercisable for governed by the remainder terms of the exercise periodsuch awards); (vii) immediate vesting of any outstanding long term incentive awards previously granted and a pro rata payment of such awards based on Target Performance, payable in a lump sum in cash or stock promptly (but in no event later than 15 days) following Executive's termination of employment; (viii) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following the Executive's ’s termination of employment; (viii) immediate vesting of Executive’s accrued benefits under any supplemental retirement benefit plan (“SERP”) maintained by the Company, with payment of such benefits to be made in accordance with the terms and conditions of the SERP; (ix) settlement of all deferred compensation arrangements in accordance with Executive's duly executed Deferral Election Forms and the any then applicable deferred compensation plan documents (unless Executive has previously and appropriately elected not to have such settlement upon such a termination)or election form; (x) continued participation in all medical, health and life insurance plans at the same benefit and participation level at which he was participating on the date of the termination of his employment until the earlier of: (A) the end of the Severance Period; or (B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (1) if Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (viix) of this Section 10(e), he shall receive cash payments equal on an after-tax basis to the cost to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (viix) of this Section 10(e), (2) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive in obtaining such benefit himself on an individual basis, and (3) payment of such amounts shall be made quarterly in advance;; and (xi) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company. For purposes of any termination pursuant to this Section 10(e), the term “Severance Period” shall mean the period of 36 months following the termination of the Executive’s employment.