Common use of TERMINATION WITHOUT CAUSE OR FOR GOOD REASON PRIOR TO A CHANGE IN CONTROL Clause in Contracts

TERMINATION WITHOUT CAUSE OR FOR GOOD REASON PRIOR TO A CHANGE IN CONTROL. (a) Upon Termination prior to a Change in Control the Company shall pay the Executive the amount set forth in Section 5(a)(i) and, subject to and conditioned upon Section 24 and to the Executive’s delivering to the Company the Release provided for in Section 16 with all periods for revocation expired, the Company shall pay or provide to the Executive the amounts and benefits set forth in Section 5(a)(ii) through 5(a)(iv): (i) a single lump sum cash payment within thirty (30) days following the expiration of such revocation period equal to the Executive’s then current Base Pay, to the extent unpaid, through the Termination Date; plus (ii) a lump sum payment in cash within thirty (30) days following the expiration of such revocation period equal to two (2) times the sum of (i) the Executive’s Base Pay and (ii) the Average Annual Incentive Compensation; provided that, the portion (if any) of such lump sum payment which may be paid immediately upon expiration of such revocation period shall be limited to two (2) times the lesser of (i) the maximum limit on the annual compensation that may be taken into account by a qualified retirement under Section 401(a)(17) of the Code for the year which includes the date of Termination or (ii) the Executive’s annualized compensation from the Company for the calendar year preceding the year of the Termination, and the remainder of this lump sum payment shall not be paid to the Executive until the delayed payment date prescribed by Section 24 below; plus (iii) a single lump sum cash payment equal to the actuarial equivalent of the retirement pension the Executive has accrued under the Nonqualified Supplementary Benefit Plan payable on the delayed payment date that is six (6) months after the date of Termination, as prescribed by Section 24 below; and (iv) for twenty-four (24) months following the Termination Date, the Company shall provide the Executive with life, accident and health insurance benefits substantially similar to those to which the Executive and the Executive’s family were entitled immediately prior to the Termination provided that, to the extent such health benefits are determined to be taxable benefits by reason of Section 105(h) of the Code or otherwise, such health coverage shall be limited to eighteen (18) months following the Termination Date. Thereafter the Company shall provide retiree medical and life insurance coverage to the extent the Executive is eligible for such benefits under the terms of the applicable Plans in effect immediately prior to the Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5(a)(iv) shall be reduced to the extent comparable benefits are actually received by the Executive from other employment, and any such benefits actually received by the Executive shall be reported to the Company. For purposes of Section 5(a)(iii), “actuarial equivalent” shall be determined using the 1994 Uninsured Pensioner Mortality Table (UP-94) and annual compound interest at the Corporate Bond yield average for bonds rated Xxx by Xxxxx’x reduced by fifty (50) basis points (.5 percent). The rate chosen from the aforereferenced table will be for the calendar month five months prior to the month which contains the effective date of payment and will be truncated to the lower 0.25% increment (e.g. 6.00%, 6.25%, 6.50%, etc.). (b) Notwithstanding any provision in any award agreement between the Company and the Executive or this Section 5, (i) all restricted stock units granted to the Executive that vest based solely upon the Executive’s continued employment with the Company and which have not otherwise vested shall vest immediately upon Termination, (ii) all restricted stock units granted to the Executive that vest based upon the achievement of performance criteria and which have not otherwise vested shall vest immediately upon Termination, but only to the extent that such awards would have become vested based upon the achievement of the relevant performance criteria through the Termination Date, or, in the case that either such performance cannot be calculated under the program prior to the completion of the performance period or the amount or benefit payable is not based solely on objective performance criteria, the vesting shall be pro-rated through the Termination Date assuming that the target level of performance had been achieved , and (iii) within five (5) days after the Termination Date, the Company shall either (1) pay to the Executive an amount equal to the fair market value (computed as the average of the high and low trades reported on the New York Stock Exchange) of the Common Stock represented by such vested restricted stock units determined as of the Termination Date, or (2) issue Common Stock under such vested awards to the Executive. Any such cash payment shall be deemed to be in lieu of and in substitution for any right the Executive may have to such vested restricted stock units under the terms of any award agreement between the Company and the Executive, and the Executive agrees to surrender all such vested restricted stock units being cashed out hereunder immediately prior to receiving the cash payment described above. For purposes hereunder, the term “restricted stock unit” should be read to include all other similar equity instruments, including, but not limited to, restricted stock. (c) Notwithstanding any provision in the Incentive Compensation Plan, the 1998 Option Plan, other relevant plan or program or this Section 5: (i) for a period of ninety (90) days following the Termination Date (or such longer period as may be set forth in the applicable stock option plan or award agreement) all stock options granted to the Executive by the Company that are both outstanding and vested immediately prior to Termination (in accordance with their then existing terms and this Section 5(c)) shall remain outstanding and exercisable, after which all such stock options that have not been exercised shall immediately terminate; and (ii) all stock options granted to the Executive by the Company which have not otherwise vested shall be vested immediately upon Termination and shall remain outstanding and exercisable thereafter for a period of ninety (90) days following the Termination Date, after which all such stock options that have not been exercised shall immediately terminate. For purposes hereunder, the term “stock option” should be read to include all other similar equity instruments, including, but not limited to, stock appreciation rights. (d) Notwithstanding anything herein to the contrary, in no event shall amounts in respect of any restricted stock units or other stock rights that, as determined by the Company, provide for the “deferral of compensation” (as such term is defined under Section 409A of the Code and the regulations and other Treasury Department guidance promulgated thereunder (collectively, “Section 409A”)), that was granted or became vested on or after January 1, 2005, be distributed pursuant to Section 5(b) or Section 5(c) prior to the occurrence of the earlier of either (i) the Termination Date (or such later date required under Section 24), (ii) the Executive’s death or “Disability” (as such term is defined under Section 409A and in Section 1(l) above), (iii) a “change in the ownership or effective control” of the Company or in the “ownership of a substantial portion of the assets” of the Company (each as defined under Section 409A), or (iv) the specified time or fixed schedule as may be elected by the Executive in accordance with the applicable plan or arrangement and Section 409A. This Section 5(d) shall not apply to any stock options which are not considered deferred compensation subject to Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(5).

TERMINATION WITHOUT CAUSE OR FOR GOOD REASON PRIOR TO A CHANGE IN CONTROL. If the Executive’s employment is terminated by the Company (aother than for Cause, Disability or as a result of death) Upon Termination prior to a Change in Control or by the Executive for Good Reason, and Section 8(b) is not applicable, then: (i) The Company shall pay or provide the Executive with the amount set forth Accrued Amounts at such times described in Section 5(a)(i6(a). (ii) andAny portion of the stock option granted to the Executive on February 7, 2006 that is unvested on the date of termination shall become fully vested and remain exercisable for twelve (12) months following termination, subject to Sections 12.03 and conditioned 12.04 of the Plan. (iii) The Company shall continue to pay to the Executive his Base Salary at the rate in effect on the employment termination date for a period of twelve (12) months beginning within seventy (70) days following his termination of employment, in accordance with the Company’s regular payroll policies. (iv) Subject to his co-payment of premiums at the rate in effect on the date of his termination of employment, the Executive shall be entitled to continue his participation for one (1) year following termination of employment in all health and welfare plans in which the Executive (and eligible dependents) is a participant at the time of such termination upon Section 24 the same terms and to conditions (except for the requirements of the Executive’s delivering continued employment) in effect for active employees of the Company. Notwithstanding the foregoing, (A) any amounts or benefits that will be paid or provided under this Section 6(d)(iv) with respect to health or dental coverage after completion of the time period described in Treasury Regulation §1.409A-1(b)(9)(v)(B) and (B) any other amounts or benefits that will be paid or provided under this Section 6(d)(iv) shall be subject to the following requirements: (I) the amount of expenses eligible for reimbursement or benefits provided during any taxable year of the Executive may not affect the expenses eligible for reimbursement or benefits to be provided in any other taxable year of the Executive; (II) any reimbursement of an eligible expense shall be made on or before the last day of the taxable year of the Executive following the taxable year of the Executive in which the expense was incurred; and (III) the right to such reimbursement or benefit may not be subject to liquidation or exchange for another benefit. In the event that the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular health or welfare plan, such continuation of coverage by the Company for such similar or improved benefit under such plan under this Section 6(d)(iv) shall immediately cease, provided that in no event shall any COBRA (or COBRA-equivalent) benefits cease but they shall become secondary to the Release extent permitted by law while such other benefits are in effect. To the extent such coverage cannot be provided under the Company’s health or welfare plans without jeopardizing the tax status of such plans, for in Section 16 with all periods for revocation expiredunderwriting reasons (e.g., disability benefits) or because of the tax impact on the Executive, the Company shall pay or provide to the Executive the amounts and benefits set forth in Section 5(a)(ii) through 5(a)(iv): (i) a single lump sum cash payment within thirty (30) days following the expiration of such revocation period equal to the Executive’s then current Base Pay, to the extent unpaid, through the Termination Date; plus (ii) a lump sum payment in cash within thirty (30) days following the expiration of such revocation period equal to two (2) times the sum of (i) the Executive’s Base Pay and (ii) the Average Annual Incentive Compensation; provided that, the portion (if any) of such lump sum payment which may be paid immediately upon expiration of such revocation period shall be limited to two (2) times the lesser of (i) the maximum limit on the annual compensation that may be taken into account by a qualified retirement under Section 401(a)(17) of the Code for the year which includes the date of Termination or (ii) the Executive’s annualized compensation from the Company for the calendar year preceding the year of the Termination, and the remainder of this lump sum payment shall not be paid to the Executive until the delayed payment date prescribed by Section 24 below; plus (iii) a single lump sum cash payment equal to the actuarial equivalent of the retirement pension the Executive has accrued under the Nonqualified Supplementary Benefit Plan payable on the delayed payment date that is six (6) months after the date of Termination, as prescribed by Section 24 below; and (iv) for twenty-four (24) months following the Termination Date, the Company shall provide the Executive with life, accident and health insurance benefits substantially similar to those to which the Executive and the Executive’s family were entitled immediately prior to the Termination provided that, to the extent such health benefits are determined to be taxable benefits by reason of Section 105(h) of the Code or otherwise, such health coverage shall be limited to eighteen (18) months following the Termination Date. Thereafter the Company shall provide retiree medical and life insurance coverage to the extent the Executive is eligible for such benefits under the terms of the applicable Plans in effect immediately prior to the Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5(a)(iv) shall be reduced to the extent comparable benefits are actually received by the Executive from other employment, and any such benefits actually received by the Executive shall be reported to the Company. For purposes of Section 5(a)(iii), “actuarial equivalent” shall be determined using the 1994 Uninsured Pensioner Mortality Table (UP-94) and annual compound interest at the Corporate Bond yield average for bonds rated Xxx by Xxxxx’x reduced by fifty (50) basis points (.5 percent). The rate chosen from the aforereferenced table will be for the calendar month five months prior to the month which contains the effective date of payment and will be truncated to the lower 0.25% increment (e.g. 6.00%, 6.25%, 6.50%, etc.). (b) Notwithstanding any provision in any award agreement between the Company and the Executive or this Section 5, (i) all restricted stock units granted to the Executive that vest based solely upon the Executive’s continued employment with the Company and which have not otherwise vested shall vest immediately upon Termination, (ii) all restricted stock units granted to the Executive that vest based upon the achievement of performance criteria and which have not otherwise vested shall vest immediately upon Termination, but only to the extent that such awards would have become vested based upon the achievement of the relevant performance criteria through the Termination Date, or, in the case that either such performance cannot be calculated under the program prior to the completion of the performance period or the amount or benefit payable is not based solely on objective performance criteria, the vesting shall be pro-rated through the Termination Date assuming that the target level of performance had been achieved , and (iii) within five (5) days after the Termination Date, the Company shall either (1) pay to the Executive an amount equal to the fair market value thereof; provided that the “value” of benefits, if insured benefits, shall be the present value (computed as the average of the high and low trades reported based on the New York Stock Exchange) of the Common Stock represented by such vested restricted stock units determined two (2)-year U.S. Treasury rates as of the Termination Datedate of termination) of premiums expected for coverage, or and if not insurance benefits, shall be the present value of the expected net cost (2i.e., gross cost less any active employee premiums) issue Common Stock under such vested awards to the ExecutiveCompany to provide such benefits. Any such cash payment The continuation of health benefits under this Section 6(d)(iv) shall be deemed to be in lieu of reduce and in substitution for any right the Executive may have to such vested restricted stock units under the terms of any award agreement between the Company and count against the Executive, and the Executive agrees to surrender all such vested restricted stock units being cashed out hereunder immediately prior to receiving the cash payment described above. For purposes hereunder, the term “restricted stock unit” should be read to include all other similar equity instruments, including, but not limited to, restricted stock’s rights under COBRA. (cv) Notwithstanding any provision in The Company shall continue to pay the Incentive Compensation Plan, premiums for the 1998 Option Plan, other relevant plan or program or this Section 5: (i) variable life insurance policy maintained by the Company for the Executive for a period of ninety one (901) days year following termination of employment; provided, however, that: (A) the amount of expenses eligible for reimbursement or payments made during any taxable year of the Executive may not affect the expenses eligible for reimbursement or payments made in any other taxable year of the Executive; (B) any reimbursement or payment of an eligible expense shall be made on or before the last day of the taxable year of the Executive following the Termination Date (or such longer period as may be set forth in the applicable stock option plan or award agreement) all stock options granted to taxable year of the Executive by in which the Company that are both outstanding expense was incurred; and vested immediately prior (C) the right to Termination (in accordance with their then existing terms and this Section 5(c)) shall remain outstanding and exercisable, after which all such stock options that have reimbursement or payment may not been exercised shall immediately terminate; and (ii) all stock options granted be subject to the Executive by the Company which have not otherwise vested shall be vested immediately upon Termination and shall remain outstanding and exercisable thereafter liquidation or exchange for a period of ninety (90) days following the Termination Date, after which all such stock options that have not been exercised shall immediately terminate. For purposes hereunder, the term “stock option” should be read to include all other similar equity instruments, including, but not limited to, stock appreciation rightsanother benefit. (dvi) Notwithstanding anything herein The Executive shall receive an amount, payable at the time that annual bonuses are next paid to other senior executives pursuant to the contrary, in no event shall amounts in respect of any restricted stock units or other stock rights that, as determined by the Company, provide for the “deferral of compensation” (as such term is defined under Section 409A terms of the Code and the regulations and other Treasury Department guidance promulgated thereunder (collectivelyapplicable bonus plan, “Section 409A”)), that was granted or became vested on or after January 1, 2005, be distributed pursuant to Section 5(b) or Section 5(c) prior equal to the occurrence greater of the earlier of either (i) the Termination Date (or such later date required under Section 24), (iiA) the Executive’s death target bonus opportunity in effect at the time termination of employment occurred or “Disability” (as such term is defined under Section 409A and in Section 1(l) above), (iiiB) a “change in the ownership or effective control” of the Company or in the “ownership of a substantial pro-rata portion of the assets” Executive’s bonus for the performance year in which the Executive’s termination occurred (determined by multiplying the amount the Executive would have received based upon actual performance had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days that the Executive was employed by the Company during the performance year in which the Termination occurred and the denominator of which is 365) (each the “Pro Rata Bonus”). (vii) The Company shall, at its sole expense as defined under Section 409A)incurred, or (iv) provide the specified time or fixed schedule as may Executive with reasonable outplacement services, the scope and provider of which shall be elected selected by the Executive in accordance with his sole discretion; provided, that (A) the applicable plan or arrangement and Section 409A. This Section 5(d) total cost to the Company in providing such services shall not apply to exceed $20,000; (B) the Executive must incur such expenses no later than December 31 of the second calendar year following the calendar year in which the termination occurred; and (C) any stock options expenses incurred shall be reimbursed by December 31 of the third calendar year following the calendar year in which are not considered deferred compensation subject to Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(5)the termination occurred.

TERMINATION WITHOUT CAUSE OR FOR GOOD REASON PRIOR TO A CHANGE IN CONTROL. If the Executive’s employment is terminated by the Company (aother than for Cause, Disability or as a result of death) Upon Termination or by the Executive for Good Reason, and Section 8(b) is not applicable, then: (i) The Company shall pay or provide the Executive with the Accrued Amounts at such times described in Section 6(a). (ii) Any portion of the stock option granted to the Executive on February 7, 2006 that is unvested on the date of termination shall become fully vested and remain exercisable for twelve (12) months following termination, subject to Sections 12.03 and 12.04 of the Plan. (iii) The Company shall continue to pay to the Executive his Base Salary at the rate in effect on the employment termination date, (or, if greater, the Executive’s Base Salary in effect immediately prior to any event described in Section 5(e)(ii)) for a Change period of twelve (12) months beginning within seventy (70) days following his termination of employment in Control accordance with the Company’s regular payroll policies. (iv) Subject to his co-payment of premiums at the rate in effect on the date of his termination of employment, the Executive shall be entitled to continue his participation for one (1) year following termination of employment in all health and welfare plans in which the Executive (and eligible dependents) is a participant at the time of such termination upon the same terms and conditions (except for the requirements of the Executive’s continued employment) in effect for active employees of the Company. Notwithstanding the foregoing, (A) any amounts or benefits that will be paid or provided under this Section 6(d)(iv) with respect to health or dental coverage after completion of the time period described in Treasury Regulation §1.409A-1(b)(9)(v)(B) and (B) any other amounts or benefits that will be paid or provided under this Section 6(d)(iv) shall be subject to the following requirements: (I) the amount of expenses eligible for reimbursement or benefits provided during any taxable year of the Executive may not affect the expenses eligible for reimbursement or benefits to be provided in any other taxable year of the Executive; (II) any reimbursement of an eligible expense shall be made on or before the last day of the taxable year of the Executive following the taxable year of the Executive in which the expense was incurred; and (III) the right to such reimbursement or benefit may not be subject to liquidation or exchange for another benefit. In the event that the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular health or welfare plan, such continuation of coverage by the Company for such similar or improved benefit under such plan under this Section 6(d)(iv) shall immediately cease, provided that in no event shall any COBRA (or COBRA-equivalent) benefits cease but they shall become secondary to the extent permitted by law while such other benefits are in effect. To the extent such coverage cannot be provided under the Company’s health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons (e.g., disability benefits), the Company shall pay the Executive an amount equal to the amount set forth in Section 5(a)(i) and, subject to and conditioned upon Section 24 and to value thereof within 70 days following the Executive’s delivering termination of employment; provided that the “value” of benefits, if insured benefits, shall be the present value (based on the two (2)-year U.S. Treasury rates as of the date of termination) of premiums expected for coverage, and if not insurance benefits, shall be the present value of the expected net cost (i.e., gross cost less any active employee premiums) to the Company the Release provided for in to provide such benefits. The continuation of health benefits under this Section 16 with all periods for revocation expired, the Company 6(d)(iv) shall pay or provide to the Executive the amounts reduce and benefits set forth in Section 5(a)(ii) through 5(a)(iv): (i) a single lump sum cash payment within thirty (30) days following the expiration of such revocation period equal to count against the Executive’s then current Base Pay, to the extent unpaid, through the Termination Date; plus (ii) a lump sum payment in cash within thirty (30) days following the expiration of such revocation period equal to two (2) times the sum of (i) the Executive’s Base Pay and (ii) the Average Annual Incentive Compensation; provided that, the portion (if any) of such lump sum payment which may be paid immediately upon expiration of such revocation period shall be limited to two (2) times the lesser of (i) the maximum limit on the annual compensation that may be taken into account by a qualified retirement rights under Section 401(a)(17) of the Code for the year which includes the date of Termination or (ii) the Executive’s annualized compensation from the Company for the calendar year preceding the year of the Termination, and the remainder of this lump sum payment shall not be paid to the Executive until the delayed payment date prescribed by Section 24 below; plus (iii) a single lump sum cash payment equal to the actuarial equivalent of the retirement pension the Executive has accrued under the Nonqualified Supplementary Benefit Plan payable on the delayed payment date that is six (6) months after the date of Termination, as prescribed by Section 24 below; and (iv) for twenty-four (24) months following the Termination Date, the Company shall provide the Executive with life, accident and health insurance benefits substantially similar to those to which the Executive and the Executive’s family were entitled immediately prior to the Termination provided that, to the extent such health benefits are determined to be taxable benefits by reason of Section 105(h) of the Code or otherwise, such health coverage shall be limited to eighteen (18) months following the Termination Date. Thereafter the Company shall provide retiree medical and life insurance coverage to the extent the Executive is eligible for such benefits under the terms of the applicable Plans in effect immediately prior to the Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5(a)(iv) shall be reduced to the extent comparable benefits are actually received by the Executive from other employment, and any such benefits actually received by the Executive shall be reported to the Company. For purposes of Section 5(a)(iii), “actuarial equivalent” shall be determined using the 1994 Uninsured Pensioner Mortality Table (UP-94) and annual compound interest at the Corporate Bond yield average for bonds rated Xxx by Xxxxx’x reduced by fifty (50) basis points (.5 percent). The rate chosen from the aforereferenced table will be for the calendar month five months prior to the month which contains the effective date of payment and will be truncated to the lower 0.25% increment (e.g. 6.00%, 6.25%, 6.50%, etc.)COBRA. (bv) Notwithstanding any provision in any award agreement between the Company and the Executive or this Section 5, (i) all restricted stock units granted to the Executive that vest based solely upon the Executive’s continued employment with the Company and which have not otherwise vested shall vest immediately upon Termination, (ii) all restricted stock units granted to the Executive that vest based upon the achievement of performance criteria and which have not otherwise vested shall vest immediately upon Termination, but only to the extent that such awards would have become vested based upon the achievement of the relevant performance criteria through the Termination Date, or, in the case that either such performance cannot be calculated under the program prior to the completion of the performance period or the amount or benefit payable is not based solely on objective performance criteria, the vesting shall be pro-rated through the Termination Date assuming that the target level of performance had been achieved , and (iii) within five (5) days after the Termination Date, the The Company shall either (1) pay to the Executive an amount equal to the fair market value (computed as payment the average of the high and low trades reported on the New York Stock ExchangeExecutive received pursuant to Section 4(a)(ii) of this Agreement for the Common Stock represented by such vested restricted stock units determined as calendar year in which his termination of the Termination Date, or (2) issue Common Stock under such vested awards to the Executiveemployment occurs. Any such cash Such payment shall be deemed to be in lieu of and in substitution for any right the Executive may have to such vested restricted stock units under the terms of any award agreement between the Company and the Executive, and the Executive agrees to surrender all such vested restricted stock units being cashed out hereunder immediately prior to receiving the cash payment described above. For purposes hereunder, the term “restricted stock unit” should be read to include all other similar equity instruments, including, but not limited to, restricted stock. made within seventy (c) Notwithstanding any provision in the Incentive Compensation Plan, the 1998 Option Plan, other relevant plan or program or this Section 5: (i) for a period of ninety (9070) days following the Termination Date (or such longer period as may be set forth in the applicable stock option plan or award agreement) all stock options granted to the Executive by the Company that are both outstanding and vested immediately prior to Termination (in accordance with their then existing terms and this Section 5(c)) shall remain outstanding and exercisable, after which all such stock options that have not been exercised shall immediately terminate; and (ii) all stock options granted to the Executive by the Company which have not otherwise vested shall be vested immediately upon Termination and shall remain outstanding and exercisable thereafter for a period Executive’s termination of ninety (90) days following the Termination Date, after which all such stock options that have not been exercised shall immediately terminate. For purposes hereunder, the term “stock option” should be read to include all other similar equity instruments, including, but not limited to, stock appreciation rightsemployment. (dvi) Notwithstanding anything herein The Executive shall receive an amount, payable at the time that annual bonuses are next paid to other senior executives pursuant to the contrary, in no event shall amounts in respect of any restricted stock units or other stock rights that, as determined by the Company, provide for the “deferral of compensation” (as such term is defined under Section 409A terms of the Code and the regulations and other Treasury Department guidance promulgated thereunder (collectivelyapplicable bonus plan, “Section 409A”)), that was granted or became vested on or after January 1, 2005, be distributed pursuant to Section 5(b) or Section 5(c) prior equal to the occurrence greater of the earlier of either (i) the Termination Date (or such later date required under Section 24), (iiA) the Executive’s death target bonus opportunity under the Company’s senior management bonus program for the plan year in which his termination of employment occurs, determined without regard to any reduction in such target bonus opportunity that is approved by the Board or “Disability” the Compensation Committee of the Board after the beginning of such plan year without the Executive’s consent; or (as such term is defined under Section 409A and in Section 1(l) above), (iiiB) a “change in the ownership or effective control” of the Company or in the “ownership of a substantial pro-rata portion of the assets” Executive’s bonus for the performance year in which the Executive’s termination occurred (determined by multiplying the amount the Executive would have received based upon actual performance had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days that the Executive was employed by the Company during the performance year in which the Termination occurred and the denominator of which is 365) (each the payment provided for in this subsection (B) is the “Pro Rata Bonus”). (vii) The Company shall, at its sole expense as defined under Section 409A)incurred, or (iv) provide the specified time or fixed schedule as may Executive with reasonable outplacement services, the scope and provider of which shall be elected selected by the Executive in accordance with his sole discretion; provided, that (A) the applicable plan or arrangement and Section 409A. This Section 5(d) total cost to the Company in providing such services shall not apply to any stock options exceed $20,000; and (B) the Executive must incur such expenses no later than December 31 of the second calendar year following the calendar year in which are not considered deferred compensation subject to Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(5)the termination occurred.

TERMINATION WITHOUT CAUSE OR FOR GOOD REASON PRIOR TO A CHANGE IN CONTROL. (a) Upon Termination prior to a Change in Control the Company shall pay the Executive the amount set forth in Section 5(a)(i) and, subject to and conditioned upon Section 24 and to the Executive’s delivering to the Company the Release provided for in Section 16 with all periods for revocation expired, the Company shall pay or provide to the Executive the amounts and benefits set forth in Section 5(a)(ii) through 5(a)(iv): (i) a single lump sum cash payment within thirty (30) days following the expiration of such revocation period equal to the Executive’s then current Base Pay, to the extent unpaid, through the Termination Date; plus (ii) a single lump sum payment in cash within thirty (30) days following the expiration of such revocation period equal to two (2) times the sum of (i) the Executive’s Base Pay and (ii) the Average Annual Incentive Compensation; provided that, the portion (if any) of such lump sum payment which may be paid immediately upon expiration of such revocation period shall be limited to two (2) times the lesser of (i) the maximum limit on the annual compensation that may be taken into account by a qualified retirement under Section 401(a)(17) of the Code for the year which includes the date of Termination or (ii) the Executive’s annualized compensation from the Company for the calendar year preceding the year of the Termination, and the remainder of this lump sum payment shall not be paid to the Executive until the delayed payment date prescribed by Section 24 below; plus (iii) a single lump sum cash payment within five (5) days following the expiration of such revocation period equal to the actuarial equivalent of the retirement pension the Executive has accrued under the Nonqualified Supplementary Benefit Plan payable on the delayed payment date that is six (6) months after the date of Termination, as prescribed by Section 24 belowPlan; and (iv) for twenty-four (24) months following the Termination Date, the Company shall provide the Executive with life, accident and health insurance benefits substantially similar to those to which the Executive and the Executive’s family were entitled immediately prior to the Termination provided thatTermination, to the extent such health benefits are determined to be taxable benefits by reason of Section 105(h) of the Code or otherwise, such health coverage shall be limited to eighteen (18) months following the Termination Date. Thereafter and thereafter the Company shall provide retiree medical and life insurance coverage to the extent the Executive is eligible for such benefits under the terms of the applicable Plans in effect immediately prior to the Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5(a)(iv) shall be reduced to the extent comparable benefits are actually received by the Executive from other employment, and any such benefits actually received by the Executive shall be reported to the Company. For purposes of Section 5(a)(iii), “actuarial equivalent” shall be determined using the 1994 Uninsured Pensioner Mortality Table (UP-94) and annual compound interest at the Corporate Bond yield average for bonds rated Xxx Aaa by Xxxxx’x reduced by fifty (50) basis points (.5 percent). The rate chosen from the aforereferenced table will be for the calendar month five months prior to the month which contains the effective date of payment and will be truncated to the lower 0.25% increment (e.g. 6.00%, 6.25%, 6.50%, etc.). (b) Notwithstanding any provision in any award agreement between the Company and the Executive or this Section 5, (i) all restricted stock units granted to the Executive that vest based solely upon the Executive’s continued employment with the Company and which have not otherwise vested shall vest immediately upon Termination, (ii) all restricted stock units granted to the Executive that vest based upon the achievement of performance criteria and which have not otherwise vested shall vest immediately upon Termination, but only to the extent that such awards would have become vested based upon the achievement of the relevant performance criteria through the Termination Date, or, in the case that either such performance cannot be calculated under the program prior to the completion of the performance period or the amount or benefit payable is not based solely on objective performance criteria, the vesting shall be pro-rated through the Termination Date assuming that the target level of performance had been achieved , and (iii) within five (5) days after the Termination Date, the Company shall either (1) pay to the Executive an amount equal to the fair market value (computed as the average of the high and low trades reported on the New York Stock Exchange) of the Common Stock represented by such vested restricted stock units determined as of the Termination Date, or (2) issue Common Stock under such vested awards to the Executive. Any such cash payment shall be deemed to be in lieu of and in substitution for any right the Executive may have to such vested restricted stock units under the terms of any award agreement between the Company and the Executive, and the Executive agrees to surrender all such vested restricted stock units being cashed out hereunder immediately prior to receiving the cash payment described above. For purposes hereunder, the term “restricted stock unit” should be read to include all other similar equity instruments, including, but not limited to, restricted stock. (c) Notwithstanding any provision in the Incentive Compensation Plan, the 1998 Option Plan, other relevant plan or program or this Section 5: (i) for a period of ninety (90) days following the Termination Date (or such longer period as may be set forth in the applicable stock option plan or award agreement) all stock options granted to the Executive by the Company that are both outstanding and vested immediately prior to Termination (in accordance with their then existing terms and this Section 5(c)) shall remain outstanding and exercisable, after which all such stock options that have not been exercised shall immediately terminate; and (ii) all stock options granted to the Executive by the Company which have not otherwise vested shall be vested immediately upon Termination and shall remain outstanding and exercisable thereafter for a period of ninety (90) days following the Termination Date, after which all such stock options that have not been exercised shall immediately terminate. For purposes hereunder, the term “stock option” should be read to include all other similar equity instruments, including, but not limited to, stock appreciation rights. (d) Notwithstanding anything herein to the contrary, in no event shall amounts in respect of any restricted stock units or other stock rights options that, as determined by the Company, provide provides for the “deferral of compensation” (as such term is defined under Section 409A of the Code and the regulations and other Treasury Department guidance promulgated thereunder (collectively, “Section 409A”)), that was granted or became vested on or after January 1, 2005, be distributed pursuant to Section 5(b) or Section 5(c) prior to the occurrence of the earlier of either (i) the Termination Date (or such later date required under Section 24), (ii) the Executive’s death or “Disabilitydisability” (as such term is defined under Section 409A and in Section 1(l) above409A), (iii) a “change in the ownership or effective control” of the Company or in the “ownership of a substantial portion of the assets” of the Company (each as defined under Section 409A), or (iv) the specified time or fixed schedule as may be elected by the Executive in accordance with the applicable plan or arrangement and Section 409A. This Section 5(d) shall not apply to any stock options which are not considered deferred compensation subject to Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(5).409A.

TERMINATION WITHOUT CAUSE OR FOR GOOD REASON PRIOR TO A CHANGE IN CONTROL. If the Executive’s employment is terminated by the Company (aother than for Cause, Disability or as a result of death) Upon Termination prior or by the Executive for Good Reason, and Section 8(b) is not applicable, then: (i) The Company shall pay or provide the Executive with the Accrued Amounts. (ii) Any portion of the stock option granted to a Change in Control the Executive under Section 3(d) that is unvested on the date of termination shall become fully vested and remain exercisable for twelve (12) months following termination, subject to sections 12.03 and 12.04 of the Plan. (iii) Following such termination of employment, the Executive shall be entitled to receive the following payments and benefits: (A) the Company shall continue to pay to Executive his Base Salary at the rate in effect on the employment termination date for a period of twelve (12) months following termination of employment in accordance with the Company’s regular payroll policies, (B) subject to his co-payment of premiums, the Executive shall be entitled to continue his participation for one (1) year following termination of employment in all health and welfare plans in which the amount set forth in Section 5(a)(iExecutive (and eligible dependents) and, subject to is a participant at the time of such termination upon the same terms and conditioned upon Section 24 and to conditions (except for the requirements of the Executive’s delivering continued employment) in effect for active employees of the Company, and (C) the Company shall continue to pay the premiums for the variable life insurance policy maintained by the Company for the Executive for a period of one (1) year following termination of employment. The Executive shall also receive an amount, payable at the time that annual bonuses are next paid to other senior executives, equal to the greater of (x) the Executive’s target bonus opportunity in effect at the time termination of employment occurred or (y) a pro-rata portion of the Executive’s bonus for the performance year in which the Executive’s termination occurred (determined by multiplying the amount the Executive would have received based upon actual performance had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the Release denominator of which is 365) (the “Pro Rata Bonus”). In the event that the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular health or welfare plan, such continuation of coverage by the Company for such similar or improved benefit under such plan under this Section (iii) shall immediately cease, provided that in no event shall any COBRA (or COBRA-equivalent) benefits cease but they shall become secondary to the extent permitted by law while such other benefits are in effect. To the extent such coverage cannot be provided under the Company’s health or welfare plans without jeopardizing the tax status of such plans, for in Section 16 with all periods for revocation expiredunderwriting reasons (e.g., disability benefits) or because of the tax impact on the Executive, the Company shall pay or provide to the Executive the amounts and benefits set forth in Section 5(a)(ii) through 5(a)(iv): (i) a single lump sum cash payment within thirty (30) days following the expiration of such revocation period equal to the Executive’s then current Base Pay, to the extent unpaid, through the Termination Date; plus (ii) a lump sum payment in cash within thirty (30) days following the expiration of such revocation period equal to two (2) times the sum of (i) the Executive’s Base Pay and (ii) the Average Annual Incentive Compensation; provided that, the portion (if any) of such lump sum payment which may be paid immediately upon expiration of such revocation period shall be limited to two (2) times the lesser of (i) the maximum limit on the annual compensation that may be taken into account by a qualified retirement under Section 401(a)(17) of the Code for the year which includes the date of Termination or (ii) the Executive’s annualized compensation from the Company for the calendar year preceding the year of the Termination, and the remainder of this lump sum payment shall not be paid to the Executive until the delayed payment date prescribed by Section 24 below; plus (iii) a single lump sum cash payment equal to the actuarial equivalent of the retirement pension the Executive has accrued under the Nonqualified Supplementary Benefit Plan payable on the delayed payment date that is six (6) months after the date of Termination, as prescribed by Section 24 below; and (iv) for twenty-four (24) months following the Termination Date, the Company shall provide the Executive with life, accident and health insurance benefits substantially similar to those to which the Executive and the Executive’s family were entitled immediately prior to the Termination provided that, to the extent such health benefits are determined to be taxable benefits by reason of Section 105(h) of the Code or otherwise, such health coverage shall be limited to eighteen (18) months following the Termination Date. Thereafter the Company shall provide retiree medical and life insurance coverage to the extent the Executive is eligible for such benefits under the terms of the applicable Plans in effect immediately prior to the Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5(a)(iv) shall be reduced to the extent comparable benefits are actually received by the Executive from other employment, and any such benefits actually received by the Executive shall be reported to the Company. For purposes of Section 5(a)(iii), “actuarial equivalent” shall be determined using the 1994 Uninsured Pensioner Mortality Table (UP-94) and annual compound interest at the Corporate Bond yield average for bonds rated Xxx by Xxxxx’x reduced by fifty (50) basis points (.5 percent). The rate chosen from the aforereferenced table will be for the calendar month five months prior to the month which contains the effective date of payment and will be truncated to the lower 0.25% increment (e.g. 6.00%, 6.25%, 6.50%, etc.). (b) Notwithstanding any provision in any award agreement between the Company and the Executive or this Section 5, (i) all restricted stock units granted to the Executive that vest based solely upon the Executive’s continued employment with the Company and which have not otherwise vested shall vest immediately upon Termination, (ii) all restricted stock units granted to the Executive that vest based upon the achievement of performance criteria and which have not otherwise vested shall vest immediately upon Termination, but only to the extent that such awards would have become vested based upon the achievement of the relevant performance criteria through the Termination Date, or, in the case that either such performance cannot be calculated under the program prior to the completion of the performance period or the amount or benefit payable is not based solely on objective performance criteria, the vesting shall be pro-rated through the Termination Date assuming that the target level of performance had been achieved , and (iii) within five (5) days after the Termination Date, the Company shall either (1) pay to the Executive an amount equal to the fair market value thereof; provided that the “value” of benefits, if insured benefits, shall be the present value (computed as the average of the high and low trades reported based on the New York Stock Exchange) of the Common Stock represented by such vested restricted stock units determined two (2)-year U.S.Treasury rates as of the Termination Datedate of termination) of premiums expected for coverage, or and if not insurance benefits, shall be the present value of the expected net cost (2i.e., gross cost less any active employee premiums) issue Common Stock under such vested awards to the ExecutiveCompany to provide such benefits. Any such cash payment The continuation of health benefits under this subsection shall be deemed to be in lieu of reduce and in substitution for any right the Executive may have to such vested restricted stock units under the terms of any award agreement between the Company and count against the Executive, and the Executive agrees to surrender all such vested restricted stock units being cashed out hereunder immediately prior to receiving the cash payment described above. For purposes hereunder, the term “restricted stock unit” should be read to include all other similar equity instruments, including, but not limited to, restricted stock’s rights under COBRA. (civ) Notwithstanding any provision in the Incentive Compensation PlanUpon such termination of employment, the 1998 Option PlanCompany shall, other relevant plan or program or this Section 5: (i) for a period of ninety (90) days following the Termination Date (or such longer period at its sole expense as may be set forth in the applicable stock option plan or award agreement) all stock options granted to incurred, provide the Executive by with outplacement services, the Company that are both outstanding scope and vested immediately prior to Termination (in accordance with their then existing terms and this Section 5(c)) shall remain outstanding and exercisable, after provider of which all such stock options that have not been exercised shall immediately terminate; and (ii) all stock options granted to the Executive by the Company which have not otherwise vested shall be vested immediately upon Termination and shall remain outstanding and exercisable thereafter for a period of ninety (90) days following the Termination Date, after which all such stock options that have not been exercised shall immediately terminate. For purposes hereunder, the term “stock option” should be read to include all other similar equity instruments, including, but not limited to, stock appreciation rights. (d) Notwithstanding anything herein to the contrary, in no event shall amounts in respect of any restricted stock units or other stock rights that, as determined by the Company, provide for the “deferral of compensation” (as such term is defined under Section 409A of the Code and the regulations and other Treasury Department guidance promulgated thereunder (collectively, “Section 409A”)), that was granted or became vested on or after January 1, 2005, be distributed pursuant to Section 5(b) or Section 5(c) prior to the occurrence of the earlier of either (i) the Termination Date (or such later date required under Section 24), (ii) the Executive’s death or “Disability” (as such term is defined under Section 409A and in Section 1(l) above), (iii) a “change in the ownership or effective control” of the Company or in the “ownership of a substantial portion of the assets” of the Company (each as defined under Section 409A), or (iv) the specified time or fixed schedule as may be elected selected by the Executive in accordance with his sole discretion; provided, that the applicable plan or arrangement and Section 409A. This Section 5(d) total cost to the Company in providing such services shall not apply to any stock options which are not considered deferred compensation subject to Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(5)exceed $20,000.

TERMINATION WITHOUT CAUSE OR FOR GOOD REASON PRIOR TO A CHANGE IN CONTROL. If the Executive’s employment is terminated by the Company (aother than for Cause, Disability or as a result of death) Upon Termination prior to a Change in Control or by the Executive for Good Reason, and Section 8(b) is not applicable, then: (i) The Company shall pay the Executive the amount set forth Accrued Amounts at such times described in Section 5(a)(i) and, subject to and conditioned upon Section 24 and to the Executive’s delivering to the Company the Release provided for in Section 16 with all periods for revocation expired, the Company shall pay or provide to the Executive the amounts and benefits set forth in Section 5(a)(ii) through 5(a)(iv): (i) a single lump sum cash payment within thirty (30) days following the expiration of such revocation period equal to the Executive’s then current Base Pay, to the extent unpaid, through the Termination Date; plus6(a). (ii) a lump sum payment The Company shall continue to pay to the Executive his Base Salary at the rate in cash within thirty effect on the employment termination date (30) days following the expiration of such revocation period equal to two (2) times the sum of (i) or, if greater, the Executive’s Base Pay and Salary in effect immediately prior to any event described in Section 5(e)(ii)) for a period of twenty four (ii24) months beginning within seventy (70) days following his termination of employment in accordance with the Average Annual Incentive Compensation; provided that, the portion (if any) of such lump sum payment which may be paid immediately upon expiration of such revocation period shall be limited to two (2) times the lesser of (i) the maximum limit on the annual compensation that may be taken into account by a qualified retirement under Section 401(a)(17) of the Code for the year which includes the date of Termination or (ii) the ExecutiveCompany’s annualized compensation from the Company for the calendar year preceding the year of the Termination, and the remainder of this lump sum payment shall not be paid to the Executive until the delayed payment date prescribed by Section 24 below; plusregular payroll policies. (iii) a single lump sum cash Subject to his co-payment equal to of premiums at the actuarial equivalent of the retirement pension the Executive has accrued under the Nonqualified Supplementary Benefit Plan payable rate in effect on the delayed payment date that is six (6) months after the date of Terminationhis termination of employment, as prescribed by Section 24 below; and (iv) the Executive shall be entitled to continue his participation for twenty-four (24) months following termination of employment in all health and welfare plans in which the Termination DateExecutive (and eligible dependents) is a participant at the time of such termination upon the same terms and conditions (except for the requirements of the Executive’s continued employment) in effect for active employees of the Company. Notwithstanding the foregoing, (A) any amounts or benefits that will be paid or provided under this Section 6(d)(iii) with respect to health or dental coverage after completion of the time period described in Treasury Regulation §1.409A-1(b)(9)(v)(B) and (B) any other amounts or benefits that will be paid or provided under this Section 6(d)(iii) shall be subject to the following requirements: (I) the amount of expenses eligible for reimbursement or benefits provided during any taxable year of the Executive may not affect the expenses eligible for reimbursement or benefits to be provided in any other taxable year of the Executive; (II) any reimbursement of an eligible expense shall be made on or before the last day of the taxable year of the Executive following the taxable year of the Executive in which the expense was incurred; and (III) the right to such reimbursement or benefit may not be subject to liquidation or exchange for another benefit. In the event that the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular health or welfare plan, such continuation of coverage by the Company for such similar or improved benefit under such plan under this Section 6(d)(iii) shall immediately cease, provided that in no event shall any COBRA (or COBRA-equivalent) benefits cease but they shall become secondary to the extent permitted by law while such other benefits are in effect. To the extent such coverage cannot be provided under the Company’s health or welfare plans without jeopardizing the tax status of such plans or for underwriting reasons (e.g., disability benefits), the Company shall provide the Executive with life, accident and health insurance benefits substantially similar to those to which the Executive and the Executive’s family were entitled immediately prior to the Termination provided that, to the extent such health benefits are determined to be taxable benefits by reason of Section 105(h) of the Code or otherwise, such health coverage shall be limited to eighteen (18) months following the Termination Date. Thereafter the Company shall provide retiree medical and life insurance coverage to the extent the Executive is eligible for such benefits under the terms of the applicable Plans in effect immediately prior to the Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5(a)(iv) shall be reduced to the extent comparable benefits are actually received by the Executive from other employment, and any such benefits actually received by the Executive shall be reported to the Company. For purposes of Section 5(a)(iii), “actuarial equivalent” shall be determined using the 1994 Uninsured Pensioner Mortality Table (UP-94) and annual compound interest at the Corporate Bond yield average for bonds rated Xxx by Xxxxx’x reduced by fifty (50) basis points (.5 percent). The rate chosen from the aforereferenced table will be for the calendar month five months prior to the month which contains the effective date of payment and will be truncated to the lower 0.25% increment (e.g. 6.00%, 6.25%, 6.50%, etc.). (b) Notwithstanding any provision in any award agreement between the Company and the Executive or this Section 5, (i) all restricted stock units granted to the Executive that vest based solely upon the Executive’s continued employment with the Company and which have not otherwise vested shall vest immediately upon Termination, (ii) all restricted stock units granted to the Executive that vest based upon the achievement of performance criteria and which have not otherwise vested shall vest immediately upon Termination, but only to the extent that such awards would have become vested based upon the achievement of the relevant performance criteria through the Termination Date, or, in the case that either such performance cannot be calculated under the program prior to the completion of the performance period or the amount or benefit payable is not based solely on objective performance criteria, the vesting shall be pro-rated through the Termination Date assuming that the target level of performance had been achieved , and (iii) within five (5) days after the Termination Date, the Company shall either (1) pay to the Executive an amount equal to the fair market value thereof within 70 days following the Executive’s termination of employment; provided that the “value” of benefits, if insured benefits, shall be the present value (computed as the average of the high and low trades reported based on the New York Stock Exchange) of the Common Stock represented by such vested restricted stock units determined two (2)-year U.S. Treasury rates as of the Termination Datedate of termination) of premiums expected for coverage, or and if not insurance benefits, shall be the present value of the expected net cost (2i.e., gross cost less any active employee premiums) issue Common Stock under such vested awards to the Company to provide such benefits. The continuation of health benefits under this Section 6(d)(iii) shall reduce and count against the Executive’s rights under COBRA. (iv) If not previously paid to the Executive prior to the date of termination of employment, the Company shall pay to the Executive the sum of $75,000 pursuant to Section 4(a)(ii) of this Agreement for the year in which Executive’s employment terminates. Any such cash Such payment shall be deemed made within seventy (70) days following such termination of employment. (v) The Executive shall receive an amount, payable at the time that annual bonuses are next paid to be in lieu of and in substitution for any right the Executive may have other senior executives pursuant to such vested restricted stock units under the terms of any award agreement between the Company and the Executive, and the Executive agrees to surrender all such vested restricted stock units being cashed out hereunder immediately prior to receiving the cash payment described above. For purposes hereunder, the term “restricted stock unit” should be read to include all other similar equity instruments, including, but not limited to, restricted stock. (c) Notwithstanding any provision in the Incentive Compensation Plan, the 1998 Option Plan, other relevant plan or program or this Section 5: (i) for a period of ninety (90) days following the Termination Date (or such longer period as may be set forth in the applicable stock option plan or award agreement) all stock options granted bonus plan, equal to the Executive by the Company that are both outstanding and vested immediately prior to Termination greater of (in accordance with their then existing terms and this Section 5(c)) shall remain outstanding and exercisable, after which all such stock options that have not been exercised shall immediately terminate; and (ii) all stock options granted to the Executive by the Company which have not otherwise vested shall be vested immediately upon Termination and shall remain outstanding and exercisable thereafter for a period of ninety (90) days following the Termination Date, after which all such stock options that have not been exercised shall immediately terminate. For purposes hereunder, the term “stock option” should be read to include all other similar equity instruments, including, but not limited to, stock appreciation rights. (d) Notwithstanding anything herein to the contrary, in no event shall amounts in respect of any restricted stock units or other stock rights that, as determined by the Company, provide for the “deferral of compensation” (as such term is defined under Section 409A of the Code and the regulations and other Treasury Department guidance promulgated thereunder (collectively, “Section 409A”)), that was granted or became vested on or after January 1, 2005, be distributed pursuant to Section 5(b) or Section 5(c) prior to the occurrence of the earlier of either (i) the Termination Date (or such later date required under Section 24), (iiA) the Executive’s death target bonus opportunity under the Company’s senior management bonus program for the plan year in which his termination of employment occurs, determined without regard to any reduction in such target bonus opportunity that is approved by the Board or “Disability” the Compensation Committee after the beginning of such plan year without the Executive’s consent; or (as such term is defined under Section 409A and in Section 1(l) above), (iiiB) a “change in the ownership or effective control” of the Company or in the “ownership of a substantial pro-rata portion of the assets” Executive’s bonus for the performance year in which the Executive’s termination occurred (determined by multiplying the amount the Executive would have received based upon actual performance had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days that the Executive was employed by the Company during the performance year in which the Termination occurred and the denominator of which is 365) (each the payment provided for in this subsection (B) is the “Pro Rata Bonus”). (vi) The Company shall, at its sole expense as defined under Section 409A)incurred, or (iv) provide the specified time or fixed schedule as may Executive with reasonable outplacement services, the scope and provider of which shall be elected selected by the Executive in accordance with his sole discretion; provided, that (A) the applicable plan or arrangement and Section 409A. This Section 5(d) total cost to the Company in providing such services shall not apply to any stock options exceed $20,000 and (B) the Executive must incur such expenses no later than December 31 of the second calendar year following the calendar year in which are not considered deferred compensation subject to Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(5)the termination occurred.