Common use of TERMINATION WITHOUT CHANGE IN CONTROL Clause in Contracts

TERMINATION WITHOUT CHANGE IN CONTROL. Notwithstanding anything herein to the contrary, the Company shall have the right to terminate Employee's employment at any time during the Employment Period (including any extended term). Should the Company choose not to renew or extend the Employment Period of the Agreement or choose to terminate Employee during, or at the end of, the Employment Period, or in the event of death or disability of Employee, if the termination is not after a Change in Control and is not for cause, the Company shall, within thirty (30) days following such termination, pay or provide to Employee (or his Executor, Administrator or Estate in the event of death, as soon as reasonably practical): a. An amount equal to one (1) full year of his base salary, which base salary is here defined as twelve (12) times the then current monthly salary in effect for Employee and all other benefits due him based upon the salary in effect on the date of Termination (but not less than the highest annual base salary paid to Employee during any of the three (3) years immediately preceding his date of Termination). There shall be deducted only such amounts as may be required by law to be withheld for taxes and other applicable deductions. b. The Company shall provide to Employee for a period of one (1) full year following the date of his Termination, life, health, accident and disability insurance coverages which are not less than the highest benefits furnished to Employee during the term of this Agreement. c. An amount equal to the target award for Employee under the Company's annual bonus plan for the fiscal year in which Termination occurs; provided, however, that (i) if Employee has deferred his award for such year under a Company plan, the payment due Employee under this subparagraph shall be paid in accordance with the terms of the deferral or as specified by Employee and (ii) if the Company has not specified a target award for such year, the amount will be equal to fifty percent (50%) of the maximum percentage of Employee's Annual Base Salary Employee may be entitled to under the Company's annual bonus plan in such year. d. The Company will pay, distribute and otherwise provide to Employee the amount and value of his entire plan account and interest under any retirement plan, employee benefit plan, investment plan or stock ownership plan, if any exists on the date of his Termination, and all employer contributions made or payable to any such plan for his account prior to the end of the month in which his termination occurs shall be deemed vested and payable to him; provided, however, that in the event any such employer contributions are prohibited from being deemed vested and payable for any reason (other than due to a lack of Employee's consent), the total amount of such employer contributions shall be paid to Employee in a lump sum outside of any such plan. Such payment or distribution shall be made in accordance with the elections made by Employee with respect to distributions in accordance with the plan as if Employee's employment with the Company terminated at the end of the month in which Termination occurs. e. All stock options and awards to which Employee is entitled will immediately vest and the time for exercising any option will extend for 120 days following such termination of employment, or such later date as shall be specified in the applicable plan and award agreement; provided, however, that in no event shall the time for exercising an option extend beyond the original term of the option. f. With respect to any qualified or non-qualified retirement pension plan that may be adopted by the Company after the Effective Date, if Employee elects to treat Termination as retirement then on the date of Termination, Employee shall be deemed to have retired from the Company. At that time, or at such later time as he may elect consistent with the terms of any such applicable plan or benefit, in order to receive benefits or avoid or minimize any applicable early pension reduction provisions, he shall be entitled to commence to receive the retirement benefits to which he is entitled under such plan(s). Employee may treat the termination as termination other than "retirement" if Employee so elects and may defer "retirement" to a later date if permitted by any applicable plan(s).

TERMINATION WITHOUT CHANGE IN CONTROL. Notwithstanding anything herein to the contrary, the The Company shall have the right to terminate Employee's employment Executive at any time during the Employment Period (including any extended term). Should the Company choose not to renew or extend the Employment Period period of the this Employment Agreement or choose to terminate Employee the Executive during, or at the end of, the Employment Period, or in the event of death or disability of Employeethe Executive, if the termination is not after a Change in Control and is not for cause, the Company shall, within thirty (30) days following such termination, pay or and provide to Employee the Executive (or his Executor, Administrator or Estate in the event of death, as soon as reasonably practical): a. An amount equal to one (1) two full year years of his base salarysalary (including the amount allocated to the covenant not to compete), which base salary is here defined as twelve (12) times the then current monthly salary in effect for Employee the Executive and all other benefits due him based upon the salary in effect on the date Date of Termination (but not less than the highest annual base salary paid to Employee the Executive during any of the three (3) years immediately preceding his date Date of Termination). There shall be deducted only such amounts as may be required by law to be withheld for taxes and other applicable deductions. b. The Company shall provide to Employee Executive for a period of one two (12) full year years following the date Date of his Termination, life, health, accident and disability insurance coverages which insurance. These benefits are not to be less than the highest benefits furnished to Employee the Executive during the term of this Agreement. c. An amount equal to two (2) times the target award for Employee the Executive under the Company's annual bonus plan for the fiscal year in which Termination termination occurs; provided, however, provided that (i) if Employee the Executive has deferred his award for such year under a Company plan, the payment due Employee the Executive under this subparagraph shall be paid in accordance with the terms of the deferral or as specified by Employee and (ii) if the Company has not specified a target award for such year, the amount will be equal to fifty percent (50%) of the maximum percentage of Employee's Annual Base Salary Employee may be entitled to under the Company's annual bonus plan in such yearExecutive. d. The Company will shall pay, distribute and otherwise provide to Employee the Executive the amount and value of his entire plan account and interest under any retirement plan, employee benefit plan, investment plan or stock ownership plan, if any exists on the date Date of his Termination, and all employer contributions made or payable to any such plan for his account prior to the end of the month in which his termination Termination occurs shall be deemed vested and payable to him; provided, however, that in the event any such employer contributions are prohibited from being deemed vested and payable for any reason (other than due to a lack of Employee's consent), the total amount of such employer contributions shall be paid to Employee in a lump sum outside of any such plan. Such payment or distribution shall be made in accordance with the elections made by Employee the Executive with respect to distributions in accordance with the plan as if Employeethe Executive's employment with the Company terminated at the end of the month in which Termination occurs. e. All stock options and awards to which Employee the Executive is entitled will immediately vest and the time for exercising any option will extend for 120 days following such termination of employment, or such later date be as shall be specified in the applicable plan and award agreementas if the Executive were still employed by the Company; providedprovided however if the immediate vesting of all benefits under the plan is not permitted by the plan, however, that in no event shall then the time for exercising an option extend beyond benefits will be vested only to the original term of extent authorized or permitted by the optionplan. f. With respect to any qualified or non-qualified retirement pension plan that may be adopted by the Company after the Effective Date, if Employee If Executive elects to treat Termination the termination as retirement then on the date Date of Termination, Employee the Executive shall be deemed to have retired from the Company. At that time, or at such later time as he may elect consistent with the terms of any such applicable plan or benefit, in order to receive benefits or avoid or minimize any applicable early pension reduction provisions, he shall be entitled to commence to receive the total combined qualified and non-qualified retirement benefits to which he is entitled hereunder; or, his total non-qualified retirement benefit hereunder if under such plan(s)the terms of the Company's qualified retirement plan for salaried employees he is not entitled to a qualified benefit. Employee Executive may treat the termination as termination other than "retirement" if Employee Executive so elects and may defer "retirement" to a later date if permitted by any applicable plan(s)plan.

TERMINATION WITHOUT CHANGE IN CONTROL. Notwithstanding anything herein to the contrary, the The Company shall have the right to terminate Employee's employment Executive at any time during the Employment Period (including any extended term). Should the Company choose not to renew or extend the Employment Period of the this Employment Agreement or choose to terminate Employee duringthe Executive, during or at the end of, the Employment Period, or in the event of death or disability of Employeethe Executive, if the termination is not after a Change in Control and is not for cause, the Company shall, within thirty (30) days following such termination, pay or and provide to Employee the Executive (or his Executor, Administrator or Estate in the event of death, as soon as reasonably practical): a. An amount equal to one (1) full year of his base salarysalary (including the amount allocated to the covenant not to compete), which base salary is here defined as twelve (12) times the then current monthly salary in effect for Employee the Executive and all other benefits due him based upon the salary in effect on the date Date of Termination (but not less than the highest annual base salary paid to Employee the Executive during any of the three (3) years immediately preceding his date Date of Termination). There shall be deducted only such amounts as may be required by law to be withheld for taxes and other applicable deductions. b. The Company shall provide make available to Employee Executive and his immediate family for a period of one (1) full year following the date Date of his Termination, life, health, accident and disability insurance coverages which are not less than the highest benefits furnished to Employee the Executive and his immediate family during the term of this Agreement. c. An amount equal to the target award for Employee the Executive under the Company's annual bonus plan for the fiscal year in which Termination termination occurs; provided, however, provided that (i) if Employee the Executive has deferred his award for such year under a Company plan, the payment due Employee the Executive under this subparagraph shall be paid in accordance with the terms of the deferral or as specified by Employee and (ii) if the Company has not specified a target award for such year, the amount will be equal to fifty percent (50%) of the maximum percentage of Employee's Annual Base Salary Employee may be entitled to under the Company's annual bonus plan in such yearExecutive. d. The Company will shall pay, distribute and otherwise provide to Employee the Executive the amount and value of his entire plan account and interest under any retirement plan, employee benefit plan, investment plan or stock ownership plan, if any exists on the date Date of his Termination, and all employer contributions made or payable to any such plan for his account prior to the end of the month in which his termination Termination occurs shall be deemed vested and payable to him; provided, however, that in the event any such employer contributions are prohibited from being deemed vested and payable for any reason (other than due to a lack of Employee's consent), the total amount of such employer contributions shall be paid to Employee in a lump sum outside of any such plan. Such payment or distribution shall be made in accordance with the elections made by Employee with the Executive in respect to of distributions in accordance with the plan as if Employeethe Executive's employment with in the Company terminated at the end of the month in which Termination occurs. e. All stock options and awards to which Employee the Executive is entitled will immediately vest and the time for exercising any option will extend for 120 days following such termination of employment, or such later date be as shall be specified in the applicable plan and award agreementas if the Executive were still employed by the Company; providedprovided however if the immediate vesting of all benefits under the plan is not permitted by the plan, however, that in no event shall then the time for exercising an option extend beyond benefits will be vested only to the original term of extent authorized or permitted by the optionplan. f. With respect All life, health, hospitalization, medical and accident benefits available to any qualified Executive's spouse and dependents shall continue for the same term as the Executive's benefits. If the Executive dies, all benefits will be provided for a term of one (1) year (or non-qualified retirement pension plan that may be adopted by the Company two (2) years after the Effective Date, if Employee elects to treat Termination as retirement then on a Change in Control) after the date of Terminationdeath of the Executive. g. The Company's obligation under this Section to continue to pay or provide health care, Employee life, accident and disability insurance to the Executive, the Executive's spouse and Executive's dependents, during the remainder of the Employment Period shall be reduced when and to the extent any of such benefits are paid or provided to the Executive by another employer, provided that the Executive shall have all rights afforded to retirees to convert group insurance coverage to the individual insurance coverage as, to the extent of, and whenever his group insurance coverage under this Section is reduced or expires. Apart from this subparagraph, the Executive shall have and be subject to no obligation to mitigate. h. The Company shall deduct applicable withholding taxes in performing its obligations under this Section. Nothing in this Section is intended, nor shall be deemed or interpreted, to have retired from be an amendment to any compensation, benefit or other plan to the Company. At that timeTo the extent the Company's performance under this Section includes the performance of the Company's obligations to the Executive under any other plan or under another agreement between the Company and the Executive, the rights of the Executive under such other plan or other agreements, which are discharged under this Agreement, are discharged, surrendered, or at such later time as he may elect consistent with the terms of any such applicable plan or benefit, in order to receive benefits or avoid or minimize any applicable early pension reduction provisions, he shall be entitled to commence to receive the retirement benefits to which he is entitled under such plan(s). Employee may treat the termination as termination other than "retirement" if Employee so elects and may defer "retirement" to a later date if permitted by any applicable plan(s)released pro tanto.

TERMINATION WITHOUT CHANGE IN CONTROL. Notwithstanding anything herein to the contrary, the The Company shall have the right to terminate Employee's employment Executive at any time during the Employment Period (including any extended term). Should the Company choose not to renew or extend the Employment Period period of the this Employment Agreement or choose to terminate Employee the Executive during, or at the end of, the Employment Period, or in the event of death or disability of Employeethe Executive, if the termination is not after a Change in Control and is not for cause, the Company shall, within thirty (30) days following such termination, pay or and provide to Employee the Executive (or his Executor, Administrator or Estate in the event of death, as soon as reasonably practical): a. An amount equal to one (1) full year of his base salarysalary (including the amount allocated to the covenant not to compete), which base salary is here defined as twelve (12) times the then current monthly salary in effect for Employee the Executive and all other benefits due him based upon the salary in effect on the date Date of Termination (but not less than the highest annual base salary paid to Employee the Executive during any of the three (3) years immediately preceding his date Date of Termination). There shall be deducted only such amounts as may be required by law to be withheld for taxes and other applicable deductions. b. The Company shall provide to Employee Executive for a period of one (1) full year years following the date Date of his Termination, life, health, accident and disability insurance coverages which insurance. These benefits are not to be less than the highest benefits furnished to Employee the Executive during the term of this Agreement. c. An amount equal to the target award for Employee the Executive under the Company's annual bonus plan for the fiscal year in which Termination termination occurs; provided, however, provided that (i) if Employee the Executive has deferred his award for such year under a Company plan, the payment due Employee the Executive under this subparagraph shall be paid in accordance with the terms of the deferral or as specified by Employee and (ii) if the Company has not specified a target award for such year, the amount will be equal to fifty percent (50%) of the maximum percentage of Employee's Annual Base Salary Employee may be entitled to under the Company's annual bonus plan in such yearExecutive. d. The Company will shall pay, distribute and otherwise provide to Employee the Executive the amount and value of his entire plan account and interest under any retirement plan, employee benefit plan, investment plan or stock ownership plan, if any exists on the date Date of his Termination, and all employer contributions made or payable to any such plan for his account prior to the end of the month in which his termination Termination occurs shall be deemed vested and payable to him; provided, however, that in the event any such employer contributions are prohibited from being deemed vested and payable for any reason (other than due to a lack of Employee's consent), the total amount of such employer contributions shall be paid to Employee in a lump sum outside of any such plan. Such payment or distribution shall be made in accordance with the elections made by Employee the Executive with respect to distributions in accordance with the plan as if Employeethe Executive's employment with the Company terminated at the end of the month in which Termination occurs. e. All stock options and awards to which Employee the Executive is entitled will immediately vest and the time for exercising any option will extend for 120 days following such termination of employment, or such later date be as shall be specified in the applicable plan and award agreementas if the Executive were still employed by the Company; providedprovided however if the immediate vesting of all benefits under the plan is not permitted by the plan, however, that in no event shall then the time for exercising an option extend beyond benefits will be vested only to the original term of extent authorized or permitted by the optionplan. f. With respect to any qualified or non-qualified retirement pension plan that may be adopted by the Company after the Effective Date, if Employee If Executive elects to treat Termination the termination as retirement then on the date Date of Termination, Employee the Executive shall be deemed to have retired from the Company. At that time, or at such later time as he may elect consistent with the terms of any such applicable plan or benefit, in order to receive benefits or avoid or minimize any applicable early pension reduction provisions, he shall be entitled to commence to receive the total combined qualified and non-qualified retirement benefits to which he is entitled hereunder; or, his total non-qualified retirement benefit hereunder if under such plan(s)the terms of the Company's qualified retirement plan for salaried employees he is not entitled to a qualified benefit. Employee Executive may treat the termination as termination other than "retirement" if Employee Executive so elects and may defer "retirement" to a later date if permitted by any applicable plan(s)plan.

TERMINATION WITHOUT CHANGE IN CONTROL. Notwithstanding anything herein to the contrary, the Company shall have the right to terminate Employee's ’s employment at any time during the Employment Period (including any extended term). Should the Company choose not to renew or extend the Employment Period of the Agreement or choose to terminate Employee during, or at the end of, the Employment Period, or in the event of death or disability of Employee, if the termination is not after a Change in Control and is not for cause, the Company shall, within thirty (30) days following such termination, pay or provide to Employee (or his Executor, Administrator or Estate in the event of death, as soon as reasonably practical): a. An amount equal to one (1) full year of his base salary, which base salary is here defined as twelve (12) times the then current monthly salary in effect for Employee and all other benefits due him based upon the salary in effect on the date of Termination (but not less than the highest annual base salary paid to Employee during any of the three (3) years immediately preceding his date of Termination). There shall be deducted only such amounts as may be required by law to be withheld for taxes and other applicable deductions. b. The Company shall provide to Employee for a period of one (1) full year following the date of his Termination, life, health, accident and disability insurance coverages which are not less than the highest benefits furnished to Employee during the term of this Agreement. c. An amount equal to the target award for Employee under the Company's ’s annual bonus plan for the fiscal year in which Termination occurs; provided, however, that (i) if Employee has deferred his award for such year under a Company plan, the payment due Employee under this subparagraph shall be paid in accordance with the terms of the deferral or as specified by Employee and (ii) if the Company has not specified a target award for such year, the amount will be equal to fifty percent (50%) of the maximum percentage of Employee's ’s Annual Base Salary Employee may be entitled to under the Company's ’s annual bonus plan in such year. d. The Company will pay, distribute and otherwise provide to Employee the amount and value of his entire plan account and interest under any retirement plan, employee benefit plan, investment plan or stock ownership plan, if any exists on the date of his Termination, and all employer contributions made or payable to any such plan for his account prior to the end of the month in which his termination occurs shall be deemed vested and payable to him; provided, however, that in the event any such employer contributions are prohibited from being deemed vested and payable for any reason (other than due to a lack of Employee's consent), the total amount of such employer contributions shall be paid to Employee in a lump sum outside of any such plan. Such payment or distribution shall be made in accordance with the elections made by Employee with respect to distributions in accordance with the plan as if Employee's employment with the Company terminated at the end of the month in which Termination occurs. e. All stock options and awards to which Employee is entitled will immediately vest and the time for exercising any option will extend for 120 days following such termination of employment, or such later date as shall be specified in the applicable plan and award agreement; provided, however, that in no event shall the time for exercising an option extend beyond the original term of the option. f. With respect to any qualified or non-qualified retirement pension plan that may be adopted by the Company after the Effective Date, if Employee elects to treat Termination as retirement then on the date of Termination, Employee shall be deemed to have retired from the Company. At that time, or at such later time as he may elect consistent with the terms of any such applicable plan or benefit, in order to receive benefits or avoid or minimize any applicable early pension reduction provisions, he shall be entitled to commence to receive the retirement benefits to which he is entitled under such plan(s). Employee may treat the termination as termination other than "retirement" if Employee so elects and may defer "retirement" to a later date if permitted by any applicable plan(s).

TERMINATION WITHOUT CHANGE IN CONTROL. Notwithstanding anything herein to the contrary, the Company shall have the right to terminate Employee's ’s employment at any time during the Employment Period (including any extended term). Should the Company choose not to renew or extend the Employment Period of the Agreement or choose to terminate Employee during, or at the end of, the Employment Period, or in In the event of death any Termination that does not entitle Employee to payments and benefits under Section 3.06, Section 3.07 or disability of Employee, if the termination is not after a Change in Control and is not for causeArticle IV, the Company shall, within thirty sixty (3060) days following such terminationTermination, or at such other time(s) specified in this Section 3.05 or Section 6.02, and in exchange for a full and complete release of claims against the Company, its affiliates, officers and directors (“Release”), pay or provide to Employee (or his Executordesignee or estate, Administrator or Estate as determined under Section 6.09, in the event of death, as soon as reasonably practicaldeath after Termination and prior to satisfaction of the Company’s obligations in this Section 3.05): a. An amount equal to one two (12) full year years of his base salary, which base salary is here defined as twelve (12) times the then current monthly salary in effect for Employee and all other benefits due him based upon the salary Annual Base Salary in effect on the date of Termination (but not less than the highest annual base salary paid to Employee during any of the three (3) years immediately preceding his date of Termination). There shall be deducted only such amounts as may be required by law to be withheld for taxes and other applicable deductions. b. The Company shall provide to Employee Employee, Employee’s spouse and Employee’s eligible dependents for a period of one two (12) full year years following the date of his Employee’s Termination, life, health, accident and disability health insurance coverages coverage which are not less than the highest benefits furnished is comparable to that provided to similarly situated active executives at a cost to Employee as if he had remained a full time employee. If Employee dies during such term, health insurance coverage will be provided to Employee’s spouse and eligible dependents until the term date that is two (2) years after the date of this AgreementEmployee’s Termination. c. An amount equal to two (2) times the target bonus award for Employee under the Company's ’s annual bonus plan for the fiscal year in which Termination occurs; provided, however, that (i) if Employee has deferred his award for such year under a Company plan, the payment due Employee under this subparagraph shall be paid in accordance with the terms of the deferral or as specified by Employee and (ii) if the Company has not specified a target award for such year, the prior year’s target will be used, and, if none, the amount will be equal to fifty one hundred percent (50100%) of the maximum percentage of Employee's ’s Annual Base Salary Employee may be entitled to under the Company's annual bonus plan in such yearSalary. d. The Company will payIf the Termination is after the Newco Transaction Date, distribute and otherwise provide to Employee the amount and value of his entire plan account and interest under any retirement plan, employee benefit plan, investment plan or stock ownership plan, if any exists on Equity Award shall be fully vested. If the date of his Termination, and all employer contributions made or payable to any such plan for his account Termination is prior to the end of the month in which his termination occurs shall be deemed vested and payable to him; provided, however, that in the event any such employer contributions are prohibited from being deemed vested and payable for any reason (other than due to a lack of Employee's consent)Newco Transaction Date, the total amount of such employer contributions Equity Award shall not be paid to Employee in a lump sum outside of any such plan. Such payment or distribution shall be made in accordance with the elections made by Employee with respect to distributions in accordance with the plan as if Employee's employment with the Company terminated at the end of the month in which Termination occurs. e. All stock options and awards to which Employee is entitled will immediately vest and the time for exercising any option will extend for 120 days following such termination of employment, or such later date as shall be specified in the applicable plan and award agreement; provided, however, that in no event shall the time for exercising an option extend beyond the original term of the option. f. With respect to any qualified or non-qualified retirement pension plan that may be adopted by the Company after the Effective Date, if Employee elects to treat Termination as retirement then on the date of Terminationgranted, Employee shall be deemed have no right to the Equity Award, and the Company shall have retired from no obligation to grant the Company. At that time, or at such later time as he may elect consistent with the terms of any such applicable plan or benefit, in order to receive benefits or avoid or minimize any applicable early pension reduction provisions, he shall be entitled to commence to receive the retirement benefits to which he is entitled under such plan(s). Employee may treat the termination as termination other than "retirement" if Employee so elects and may defer "retirement" to a later date if permitted by any applicable plan(s)Equity Award.

TERMINATION WITHOUT CHANGE IN CONTROL. Notwithstanding anything herein to the contrary, the The Company shall have the right to terminate Employee's employment Executive at any time during the Employment Period (including any extended term). Should the Company choose not to renew or extend the Employment Period of the this Employment Agreement or choose to terminate Employee duringthe Executive, during or at the end of, the Employment Period, or in the event of death or disability of Employeethe Executive, if the termination is not after a Change in Control and is not for cause, the Company shall, within thirty (30) days following such termination, pay or and provide to Employee the Executive (or his Executor, Administrator or Estate in the event of death, as soon as reasonably practical): a. An amount equal to one (1) full year of his base salarysalary (including the amount allocated to the covenant not to compete), which base salary is here defined as twelve (12) times the then current monthly salary in effect for Employee the Executive and all other benefits due him based upon the salary in effect on the date Date of Termination (but not less than the highest annual base salary paid to Employee the Executive during any of the three (3) years immediately preceding his date Date of Termination). There shall be deducted only such amounts as may be required by law to be withheld for taxes and other applicable deductions. b. The Company shall provide to Employee Executive and his immediate family (at no cost to the Executive) for a period of one (1) full year following the date Date of his Termination, life, health, accident and disability insurance coverages which are not less than the highest benefits furnished to Employee the Executive and his immediate family during the term of this Agreement. c. An amount equal to the target award for Employee the Executive under the Company's annual bonus plan for the fiscal year in which Termination termination occurs; provided, however, provided that (i) if Employee the Executive has deferred his award for such year under a Company plan, the payment due Employee the Executive under this subparagraph shall be paid in accordance with the terms of the deferral or as specified by Employee and (ii) if the Company has not specified a target award for such year, the amount will be equal to fifty percent (50%) of the maximum percentage of Employee's Annual Base Salary Employee may be entitled to under the Company's annual bonus plan in such yearExecutive. d. The Company will shall pay, distribute and otherwise provide to Employee the Executive the amount and value of his entire plan account and interest under any retirement plan, employee benefit plan, investment plan or stock ownership plan, if any exists on the date Date of his Termination, and all employer contributions made or payable to any such plan for his account prior to the end of the month in which his termination Termination occurs shall be deemed vested and payable to him; provided, however, that in the event any such employer contributions are prohibited from being deemed vested and payable for any reason (other than due to a lack of Employee's consent), the total amount of such employer contributions shall be paid to Employee in a lump sum outside of any such plan. Such payment or distribution shall be made in accordance with the elections made by Employee with the Executive in respect to of distributions in accordance with the plan as if Employeethe Executive's employment with in the Company terminated at the end of the month in which Termination occurs. e. All stock options and awards to which Employee the Executive is entitled will immediately vest and the time for exercising any option will extend for 120 days following such termination of employment, or such later date be as shall be specified in the applicable plan and award agreementas if the Executive were still employed by the Company; providedprovided however if the immediate vesting of all benefits under the plan is not permitted by the plan, however, that in no event shall then the time for exercising an option extend beyond benefits will be vested only to the original term of extent authorized or permitted by the optionplan. f. With respect to any qualified or non-qualified retirement pension plan that may be adopted by the Company after the Effective Date, if Employee If Executive elects to treat Termination the termination as retirement then retirement, on the date Date of Termination, Employee Termination the Executive shall be deemed to have retired from the Company. At Company and he shall be entitled at that time, or at such later time as he may elect consistent with the terms of any such applicable plan or benefit, in order to receive benefits or avoid or minimize any applicable early pension reduction provisions, he shall be entitled to commence to receive the retirement benefits to which he is entitled under such plan(s). Employee Executive may treat the termination as termination other than "retirement" if Employee Executive so elects and may defer "retirement" to a later date if permitted by any applicable plan(s)plan.

TERMINATION WITHOUT CHANGE IN CONTROL. Notwithstanding anything herein to the contrary, the The Company shall have the right to terminate Employee's employment Executive at any time during the Employment Period (including any extended term). Should the Company choose not to renew or extend the Employment Period of the this Employment Agreement or choose to terminate Employee duringthe Executive, during or at the end of, the Employment Period, or in the event of death or disability of Employeethe Executive, if the termination is not after a Change in Control and is not for cause, the Company shall, within thirty (30) days following such termination, pay or and provide to Employee the Executive (or his Executor, Administrator or Estate in the event of death, as soon as reasonably practical): a. An amount equal to one (1) full year of his base salarysalary (including the amount allocated to the covenant not to compete), which base salary is here defined as twelve (12) times the then current monthly salary in effect for Employee the Executive and all other benefits due him based upon the salary in effect on the date Date of Termination (but not less than the highest annual base salary paid to Employee the Executive during any of the three (3) years immediately preceding his date Date of Termination). There shall be deducted only such amounts as may be required by law to be withheld for taxes and other applicable deductions. b. The Company shall provide to Employee Executive and his immediate family (at no cost to the Executive) for a period of one (1) full year following the date Date of his Termination, life, health, accident and disability insurance coverages which are not less than the highest benefits furnished to Employee the Executive and his immediate family during the term of this Agreement. c. An amount equal to the target award for Employee the Executive under the Company's annual bonus plan for the fiscal year in which Termination termination occurs; provided, however, provided that (i) if Employee the Executive has deferred his award for such year under a Company plan, the payment due Employee the Executive under this subparagraph shall be paid in accordance with the terms of the deferral or as specified by Employee and (ii) if the Company has not specified a target award for such year, the amount will be equal to fifty percent (50%) of the maximum percentage of Employee's Annual Base Salary Employee may be entitled to under the Company's annual bonus plan in such yearExecutive. d. The Company will shall pay, distribute and otherwise provide to Employee the Executive the amount and value of his entire plan account and interest under any retirement plan, employee benefit plan, investment plan or stock ownership plan, if any exists on the date Date of his Termination, and all employer contributions made or payable to any such plan for his account prior to the end of the month in which his termination Termination occurs shall be deemed vested and payable to him; provided, however, that in the event any such employer contributions are prohibited from being deemed vested and payable for any reason (other than due to a lack of Employee's consent), the total amount of such employer contributions shall be paid to Employee in a lump sum outside of any such plan. Such payment or distribution shall be made in accordance with the elections made by Employee with the Executive in respect to of distributions in accordance with the plan as if Employeethe Executive's employment with in the Company terminated at the end of the month in which Termination occurs. e. All stock options and awards to which Employee the Executive is entitled will immediately vest and the time for exercising any option will extend for 120 days following such termination of employment, or such later date be as shall be specified in the applicable plan and award agreementas if the Executive were still employed by the Company; providedprovided however if the immediate vesting of all benefits under the plan is not permitted by the plan, however, that in no event shall then the time for exercising an option extend beyond benefits will be vested only to the original term of extent authorized or permitted by the optionplan. f. With respect to any qualified or non-qualified retirement pension plan that may be adopted by the Company after the Effective Date, if Employee If Executive elects to treat Termination the termination as retirement then retirement, on the date Date of Termination, Employee Termination the Executive shall be deemed to have retired from the Company. At Company and he shall be entitled at that time, or at such later time as he may elect consistent with the terms of any such applicable plan or benefit to all benefits of such retirement plan or benefit, in order to receive benefits or avoid or minimize any applicable early pension reduction provisions, he shall be entitled to commence to receive the retirement benefits to which he is entitled under such plan(s). Employee Executive may treat the termination as termination other than "retirement" if Employee Executive so elects and may defer "retirement" to a later date if permitted by any applicable plan(s)plan.

TERMINATION WITHOUT CHANGE IN CONTROL. Notwithstanding anything herein to the contrary, the The Company shall have the right to terminate Employee's employment Executive at any time during the Employment Period (including any extended term). Should the Company choose not to renew or extend the Employment Period period of the this Employment Agreement or choose to terminate Employee the Executive during, or at the end of, the Employment Period, or in the event of death or disability of Employeethe Executive, if the termination is not after a Change in Control and is not for cause, the Company shall, within thirty (30) days following such termination, pay or and provide to Employee the Executive (or his Executor, Administrator or Estate in the event of death, as soon as reasonably practical): a. An amount equal to one (1) two full year years of his base salarysalary (including the amount allocated to the covenant not to compete), which base salary is here defined as twelve (12) times the then current monthly salary in effect for Employee the Executive and all other benefits due him based upon the salary in effect on the date Date of Termination (but not less than the highest annual base salary paid to Employee the Executive during any of the three (3) years immediately preceding his date Date of Termination). There shall be deducted only such amounts as may be required by law to be withheld for taxes and other applicable deductions. b. The Company shall provide to Employee Executive for a period of one two (12) full year years following the date Date of his Termination, life, health, accident and disability insurance coverages which Insurance. These benefits are not to be less than the highest benefits furnished to Employee the Executive during the term of this Agreement. c. An amount equal to two (2) times the target award for Employee the Executive under the Company's ’s annual bonus plan for the fiscal year in which Termination termination occurs; provided, however, provided that (i) if Employee the Executive has deferred his award for such year under a Company plan, the payment due Employee the Executive under this subparagraph shall be paid in accordance with the terms of the deferral or as specified by Employee and (ii) if the Company has not specified a target award for such year, the amount will be equal to fifty percent (50%) of the maximum percentage of Employee's Annual Base Salary Employee may be entitled to under the Company's annual bonus plan in such yearExecutive. d. The Company will shall pay, distribute and otherwise provide to Employee the Executive the amount and value of his entire plan account and interest under any retirement plan, employee benefit plan, investment plan or stock ownership plan, if any exists on the date Date of his Termination, and all employer contributions made or payable to any such plan for his account prior to the end of the month in which his termination Termination occurs shall be deemed vested and payable to him; provided, however, that in the event any such employer contributions are prohibited from being deemed vested and payable for any reason (other than due to a lack of Employee's consent), the total amount of such employer contributions shall be paid to Employee in a lump sum outside of any such plan. Such payment or distribution shall be made in accordance with the elections made by Employee the Executive with respect to distributions in accordance with the plan as if Employee's the Executive’s employment with the Company terminated at the end of the month in which Termination occurs. e. All stock options and awards to which Employee the Executive is entitled will immediately vest and the time for exercising any option will extend for 120 days following such termination of employment, or such later date be as shall be specified in the applicable plan and award agreementas if the Executive were still employed by the Company; providedprovided however if the immediate vesting of all benefits under the plan is not permitted by the plan, however, that in no event shall then the time for exercising an option extend beyond benefits will be vested only to the original term of extent authorized or permitted by the optionplan. f. With respect to any qualified or non-qualified retirement pension plan that may be adopted by the Company after the Effective Date, if Employee If Executive elects to treat Termination the termination as retirement then on the date Date of Termination, Employee the Executive shall be deemed to have retired from the Company. At that time, or at such later time as he may elect consistent with the terms of any such applicable plan or benefit, in order to receive benefits or avoid or minimize any applicable early pension reduction provisions, he shall be entitled to commence to receive the total combined qualified and non-qualified retirement benefits to which he is entitled hereunder; or, his total non-qualified retirement benefit hereunder if under such plan(s)the terms of the Company’s qualified retirement plan for salaried employees he is not entitled to a qualified benefit. Employee Executive may treat the termination as termination other than "“retirement" ” if Employee Executive so elects and may defer "“retirement" ” to a later date if permitted by any applicable plan(s)plan.

TERMINATION WITHOUT CHANGE IN CONTROL. Notwithstanding anything herein to the contrary, the Company shall have the right to terminate Employee's ’s employment at any time during the Employment Period (including any extended term)Term. Should In the event of a Termination that does not otherwise entitle Employee to payments and benefits under Article IV, the Company choose not to renew or extend the Employment Period of the Agreement or choose to terminate Employee duringshall, sixty (60) days following such Termination, or at such other time(s) specified in this Section 3.04 or Section 6.04, and in exchange for a full and complete release of claims against the end ofCompany, the Employment Periodits affiliates, officers and directors (“Release”), pay or provide (or cause to be paid or provided) to Employee (or his designee or estate, as determined under Section 6.10, in the event of death or disability after Termination and prior to satisfaction of Employee, if the termination is not after a Change Company’s obligations in Control and is not for cause, the Company shall, within thirty (30) days following such termination, pay or provide to Employee (or his Executor, Administrator or Estate in the event of death, as soon as reasonably practicalthis Section 3.04): a. An amount equal to one the sum of (1i) full year of his base salary, which base salary is here defined as twelve Base Salary and (12ii) times the then current monthly salary in effect for Employee and all other benefits due him based upon the salary in effect on the date of Termination (but not less than the highest annual base salary paid to Employee during any of the three (3) years immediately preceding his date of Termination). There shall be deducted only such amounts as may be required by law to be withheld for taxes and other applicable deductionsTarget Bonus. b. An amount equal to a prorated portion of the award for the year in which Termination occurs, if any, earned by the achievement of performance goals set under the Company’s annual bonus incentive plan and paid at the same time the Company pays bonuses to similarly situated employees under such plan, based on the number of full months of employment completed within the year of Termination. c. If Employee experiences a Termination on or after January 1st, but before the date on which awards are paid, if any, pursuant to achievement of performance goals set under the Company’s annual bonus incentive plan for the year immediately preceding the year in which Employee’s Termination occurs, an amount, subject to the Company’s discretion as set forth under the Company’s annual bonus incentive plan and paid at the same time the Company pays bonuses to similarly situated employees under such plan, equal to the amount Employee would have earned if Employee had remained employed with the Company until the date such awards would otherwise have been paid. d. The Company shall provide to Employee Employee, Employee’s spouse and Employee’s eligible dependents for a period of one (1) full year following the date of his Employee’s Termination, health care, life, health, accident and disability insurance coverages which are not less than the highest benefits furnished to Employee during the term of the Agreement at a cost to Employee as if he had remained a full time employee. If Employee dies during such term, health insurance coverage will be provided to Employee’s spouse and eligible dependents until the date that is one (1) year after the date of Employee’s Termination at the same cost to Employee’s spouse and eligible dependents as the cost of such coverage charged to similarly situated employees and their dependents. If Section 6.04a. applies to the provision of any of the insurance coverage described in this AgreementSection 3.04d., then Employee shall pay the cost of such insurance premiums in the amount and for the period of time proscribed by the application of Section 6.04a., subject to reimbursement by the Company described therein. c. An amount equal e. The Company’s obligation under this Section to pay or provide health care, life, accident and disability insurance to Employee, Employee’s spouse and Employee’s dependents shall be reduced when and to the target award for extent any such benefits are paid or provided to Employee under by another employer. Apart from this subparagraph, Employee shall have and be subject to no obligation to mitigate. A sample form of Release is attached as Exhibit A. Employee acknowledges that the Company retains the right to modify the required form of the Release as the Company deems necessary in order to effectuate a full and complete release of claims against the Company's annual bonus plan for , its affiliates, officers and directors. Notwithstanding any provision herein to the fiscal year in which Termination occurs; providedcontrary, however, that (i) if Employee has deferred his award for such year under a Company plan, the payment due Employee under this subparagraph shall be paid in accordance with the terms of the deferral or as specified by Employee and (ii) if not delivered to the Company has not specified a target award for such year, an executed Release on or before the amount will be equal to fifty percent fiftieth (50%50th) of the maximum percentage of Employee's Annual Base Salary Employee may be entitled to under the Company's annual bonus plan in such year. d. The Company will pay, distribute and otherwise provide to Employee the amount and value of his entire plan account and interest under any retirement plan, employee benefit plan, investment plan or stock ownership plan, if any exists on the date of his Termination, and all employer contributions made or payable to any such plan for his account prior to the end of the month in which his termination occurs shall be deemed vested and payable to him; provided, however, that in the event any such employer contributions are prohibited from being deemed vested and payable for any reason (other than due to a lack of Employee's consent), the total amount of such employer contributions shall be paid to Employee in a lump sum outside of any such plan. Such payment or distribution shall be made in accordance with the elections made by Employee with respect to distributions in accordance with the plan as if Employee's employment with the Company terminated at the end of the month in which Termination occurs. e. All stock options and awards to which Employee is entitled will immediately vest and the time for exercising any option will extend for 120 days following such termination of employment, or such later date as shall be specified in the applicable plan and award agreement; provided, however, that in no event shall the time for exercising an option extend beyond the original term of the option. f. With respect to any qualified or non-qualified retirement pension plan that may be adopted by the Company day after the Effective Date, if Employee elects to treat Termination as retirement then on the date of Termination, Employee shall forfeit all of the payments and benefits described in this Section 3.04, other than the benefit, if any, described in Section 3.04c., subject to Employee’s rights under Section 6.01b.; provided, however, that Employee shall not forfeit such amounts if the Company has not delivered to Employee the required form of Release on or before the 25th day following the date of Termination. Nothing in this Section is intended, nor shall be deemed or interpreted, to have retired from be an amendment to any compensation, benefit or other plan of the Company. At that timeIn the event of Employee’s Termination without a Change in Control, Employee is entitled only to the termination payments and benefits described in this Section 3.04 pursuant to this Agreement, without limiting rights, if any, under any other plan or arrangement. To the extent the Company’s performance under this Section includes the performance of the Company’s obligations to Employee under any other plan or under another agreement between the Company and Employee, the rights of Employee under such other plan or other agreement, which are discharged under the Agreement, are discharged, surrendered, or at such later time as he may elect consistent with the terms of any such applicable plan or benefit, in order to receive benefits or avoid or minimize any applicable early pension reduction provisions, he shall be entitled to commence to receive the retirement benefits to which he is entitled under such plan(s). Employee may treat the termination as termination other than "retirement" if Employee so elects and may defer "retirement" to a later date if permitted by any applicable plan(s)released pro tanto.

TERMINATION WITHOUT CHANGE IN CONTROL. Notwithstanding anything herein to the contrary, the The Company shall have the right to terminate Employee's employment Executive at any time during the Employment Period (including any extended term). Should the Company choose not to renew or extend the Employment Period of the this Employment Agreement or choose to terminate Employee the Executive during, or at the end of, the Employment Period, or in the event of death or disability of Employeethe Executive, if the termination is not after a Change in Control and is not for cause, the Company shall, within thirty (30) days following such termination, pay or and provide to Employee the Executive (or his Executor, Administrator or Estate in the event of death, as soon as reasonably practical): a. An amount equal to one (1) two full year years of his base salarysalary (including the amount allocated to the covenant not to compete), which base salary is here defined as twelve (12) times the then current monthly salary in effect for Employee the Executive and all other benefits due him based upon the salary in effect on the date Date of Termination (but not less than the highest annual base salary paid to Employee the Executive during any of the three (3) years immediately preceding his date Date of Termination). There shall be deducted only such amounts as may be required by law to be withheld for taxes and other applicable deductions. b. The Company shall provide to Employee Executive for a period of one two (12) full year years following the date Date of his Termination, life, health, accident and disability insurance coverages which insurance. These benefits are not to be less than the highest benefits furnished to Employee the Executive during the term of this Agreement. c. An amount equal to two (2) times the target award for Employee the Executive under the Company's annual bonus plan for the fiscal year in which Termination termination occurs; provided, however, provided that (i) if Employee the Executive has deferred his award for such year under a Company plan, the payment due Employee the Executive under this subparagraph shall be paid in accordance with the terms of the deferral or as specified by Employee and (ii) if the Company has not specified a target award for such year, the amount will be equal to fifty percent (50%) of the maximum percentage of Employee's Annual Base Salary Employee may be entitled to under the Company's annual bonus plan in such yearExecutive. d. The Company will shall pay, distribute and otherwise provide to Employee the Executive the amount and value of his entire plan account and interest under any retirement plan, employee benefit plan, investment plan or stock ownership plan, if any exists on the date Date of his Termination, and all employer contributions made or payable to any such plan for his account prior to the end of the month in which his termination Termination occurs shall be deemed vested and payable to him; provided, however, that in the event any such employer contributions are prohibited from being deemed vested and payable for any reason (other than due to a lack of Employee's consent), the total amount of such employer contributions shall be paid to Employee in a lump sum outside of any such plan. Such payment or distribution shall be made in accordance with the elections made by Employee the Executive with respect to distributions in accordance with the plan as if Employeethe Executive's employment with in the Company terminated at the end of the month in which Termination occurs. e. All stock options and awards to which Employee the Executive is entitled will immediately vest and the time for exercising any option will extend for 120 days following such termination of employment, or such later date be as shall be specified in the applicable plan and award agreementas if the Executive were still employed by the Company; providedprovided however if the immediate vesting of all benefits under the plan is not permitted by the plan, however, that in no event shall then the time for exercising an option extend beyond benefits will be vested only to the original term of extent authorized or permitted by the optionplan. f. With respect to any qualified or non-qualified retirement pension plan that may be adopted by the Company after the Effective Date, if Employee If Executive elects to treat Termination the termination as retirement then on the date Date of Termination, Employee the Executive shall be deemed to have retired from the Company. At that time, or at such later time as he may elect consistent with the terms of any such applicable plan or benefit, in order to receive benefits or avoid or minimize any applicable early pension reduction provisions, he shall be entitled to commence to receive the total combined qualified and non-qualified retirement benefits to which he is entitled hereunder; or, his total non-qualified retirement benefit hereunder if under such plan(s)the terms of the Company's qualified retirement plan for salaried employees he is not entitled to a qualified benefit. Employee Executive may treat the termination as termination other than "retirement" if Employee Executive so elects and may defer "retirement" to a later date if permitted by any applicable plan(s)plan. g. The "Compensation and Benefits" Section hereof shall be applicable in determining the payments and benefits due the Executive under this Section and if Termination occurs after a reduction in all or part of the Executive's total compensation or benefits, the lump sum severance allowance and other compensation and benefits payable to him pursuant to this section shall be based upon his compensation and benefits before the reduction. h. If any provision of this Section cannot, in whole or in part, be implemented and carried out under the terms of the applicable compensation, benefit or other plan or arrangement of the Company because the Executive has ceased to be an actual employee of the Company, due to insufficient or reduced credited service based upon his actual employment by the Company or because the plan or arrangement has been terminated or amended after the Effective Date of this Agreement, or for any other reason, the Company itself shall pay or otherwise provide the equivalent of such rights, benefits and credits for such benefits to the Executive, his dependents, beneficiaries and estate as if Executive's employment had not been terminated. i. All life, health, hospitalization, medical and accident benefits available to Executive's spouse and dependents shall continue for the same term as the Executive's benefits. If the Executive dies, all benefits will be provided for a term of two (2) years (or three (3) years if after a change in control) after the date of death of the Executive. j. The Company's obligation under this Section to continue to pay or provide health care, life, accident and disability insurance to the Executive, the Executive's spouse and Executive's dependents, during the remainder of the Employment Period shall be reduced when and to the extent any of such benefits are paid or provided to the Executive by another employer, provided that the Executive shall have all rights afforded to retirees to convert group insurance coverage to the individual insurance coverage as, to the extent of, and whenever his group insurance coverage under this Section is reduced or expires. Apart from this subparagraph, the Executive shall have and be subject to no obligation to mitigate. k. The Company shall deduct applicable withholding taxes in performing its obligations under this Section. Nothing in this Section is intended, nor shall be deemed or interpreted, to be an amendment to any compensation, benefit or other plan to the Company. To the extent the Company's performance under this Section includes the performance of the Company's obligations to the Executive under any other plan or under another agreement between the Company and the Executive, the rights of the Executive under such other plan or other agreements, which are discharged under this Agreement, are discharged, surrendered, or released pro tanto.

TERMINATION WITHOUT CHANGE IN CONTROL. Notwithstanding anything herein to the contrary, the Company shall have the right to terminate Employee's ’s employment at any time during the Employment Period (including any extended term). Should the Company choose not to renew or extend the Employment Period of the Agreement or choose to terminate Employee during, or at the end of, the Employment Period, or in the event of death or disability of Employee, if the termination is not after a Change in Control and is not for cause, the Company shall, within thirty (30) days following such termination, pay or provide to Employee (or his Executor, Administrator or Estate in the event of death, as soon as reasonably practical): a. An amount equal to one (1) full year of his base salary, which base salary is here defined as twelve (12) times the then current monthly salary in effect for Employee and all other benefits due him based upon the salary in effect on the date of Termination (but not less than the highest annual base salary paid to Employee during any of the three (3) years immediately preceding his date of Termination). There shall be deducted only such amounts as may be required by law to be withheld for taxes and other applicable deductions. b. The Company shall provide to Employee for a period of one (1) full year following the date of his Termination, life, health, accident and disability insurance coverages which are not less than the highest benefits furnished to Employee during the term of this Agreement. c. An amount equal to the target award for Employee under the Company's ’s annual bonus plan for the fiscal year in which Termination occurs; provided, however, that (i) if Employee has deferred his award for such year under a Company plan, the payment due Employee under this subparagraph shall be paid in accordance with the terms of the deferral or as specified by Employee and (ii) if the Company has not specified a target award for such year, the amount will be equal to fifty percent (50%) of the maximum percentage of Employee's ’s Annual Base Salary Employee may be entitled to under the Company's ’s annual bonus plan in such year. d. The Company will pay, distribute and otherwise provide to Employee the amount and value of his entire plan account and interest under any retirement plan, employee benefit plan, investment plan or stock ownership plan, if any exists on the date of his Termination, and all employer contributions made or payable to any such plan for his account prior to the end of the month in which his termination occurs shall be deemed vested and payable to him; provided, however, that in the event any such employer contributions are prohibited from being deemed vested and payable for any reason (other than due to a lack of Employee's ’s consent), the total amount of such employer contributions shall be paid to Employee in a lump sum outside of any such plan. Such payment or distribution shall be made in accordance with the elections made by Employee with respect to distributions in accordance with the plan as if Employee's ’s employment with the Company terminated at the end of the month in which Termination occurs. e. All stock options and awards to which Employee is entitled will immediately vest and the time for exercising any option will extend for 120 days following such termination of employment, or such later date be as shall be specified in the applicable plan and award agreementas if Employee were still employed by the Company; provided, however, that in no event shall if the time for exercising an option extend beyond immediate vesting of all benefits under the original term of plan is not permitted by the optionplan, then the benefits will be vested only to the extent authorized or permitted by the plan. f. With respect to any qualified or non-qualified retirement pension plan that may be adopted by the Company after the Effective Date, if Employee elects to treat Termination as retirement then on the date of Termination, Employee shall be deemed to have retired from the Company. At that time, or at such later time as he may elect consistent with the terms of any such applicable plan or benefit, in order to receive benefits or avoid or minimize any applicable early pension reduction provisions, he shall be entitled to commence to receive the retirement benefits to which he is entitled under such plan(s). Employee may treat the termination as termination other than "“retirement" ” if Employee so elects and may defer "“retirement" ” to a later date if permitted by any applicable plan(s).

TERMINATION WITHOUT CHANGE IN CONTROL. Notwithstanding anything herein to the contrary, the The Company shall have the right to terminate Employee's employment Executive at any time during the Employment Period (including any extended term). Should the Company choose not to renew or extend the Employment employment Period of the this Employment Agreement or choose to terminate Employee duringthe Executive, during or at the end of, of the Employment Period, or in the event of death or disability of Employeethe Executive, if the termination is not after a Change in Control and is not for cause, the Company shall, within thirty (30) days following such termination, pay or and provide to Employee the Executive (or his Executor, Administrator or Estate in the event of death, as soon as reasonably practical): a. An amount equal to one (1) full year of his base salarysalary (including the amount allocated to the covenant not to compete), which base salary is here defined as twelve (12) times the then current monthly salary in effect for Employee the Executive and all other benefits due him based upon the salary in effect on the date Date of Termination (but not less than the highest annual base salary paid to Employee the Executive during any of the three (3) years immediately preceding his date Date of Termination). There shall be deducted only such amounts as may be required by law to be withheld for taxes and other applicable deductions. b. The Company shall provide make available to Employee Executive and his immediate family (as defined in the Company Plan) for a period of one (1) full year following the date of his Termination, life, health, accident and disability insurance coverages insurance, (under COBRA) which are not less than the highest benefits furnished to Employee the Executive and his immediate family (as defined in the Company Plan) during the term of this Agreement. c. An amount equal to the target award for Employee under the Company's annual bonus plan for the fiscal year in which Termination occurs; provided, however, that (i) if Employee has deferred his award for such year under a Company plan, the payment due Employee under this subparagraph shall be paid in accordance with the terms of the deferral or as specified by Employee and (ii) if the Company has not specified a target award for such year, the amount will be equal to fifty percent (50%) of the maximum percentage of Employee's Annual Base Salary Employee may be entitled to under the Company's annual bonus plan in such year. d. The Company will shall pay, distribute and otherwise provide to Employee the Executive the amount and value of his entire plan account and interest under any retirement plan, employee benefit plan, investment plan or stock ownership plan, if any exists on the date Date of his Termination, and all employer contributions made or payable to any such plan for his account prior to the end of the month in which his termination Termination occurs shall be deemed vested and payable to him; provided, however, that in the event any such employer contributions are prohibited from being deemed vested and payable for any reason (other than due to a lack of Employee's consent), the total amount of such employer contributions shall be paid to Employee in a lump sum outside of any such plan. Such payment or distribution shall be made in accordance with the elections made by Employee with the Executive in respect to of distributions in accordance with the plan as if Employeethe Executive's employment with in the Company terminated at the end of the month in which Termination occurs. e. d. All stock options and awards to which Employee the Executive is entitled will immediately vest and the time for exercising any option will extend for 120 days following such termination of employment, or such later date be as shall be specified in the applicable plan and award agreementas if the Executive were still employed by the Company; provided, provided however, that if the immediate vesting of all benefits under the plan is not permitted by the plan, then the benefits will be vested only to the extent authorized or permitted by the plan. e. All life, health, hospitalization, medical and accident benefits available to Executive's spouse and dependents (as defined in no event the Company Plan) shall continue (under COBRA) for the time same term as the Executive's benefits or and if the Executive dies, all benefits will be provided for exercising an option extend beyond the original a term of one (1) year (or two (2) years after a change in Control) after the optiondate of death of the Executive to such spouse and dependents (as defined in the Company Plan). f. With respect The Company's obligation under this section to any qualified continue to pay or non-qualified retirement pension plan that may be adopted by provide health care, life, accident and disability insurance to the Executive, the Executive's spouse and Executive's dependents (as defined in the Company after plan), during the Effective Dateremainder of the Employment Period shall be reduced when and to the extent of any such benefits are paid or provided to the Executive by another employer or another plan. g. The Company shall deduct applicable withholding taxes in performing its obligation under this Section. Nothing in this Section is intended, if Employee elects to treat Termination as retirement then on the date of Termination, Employee nor shall be deemed or interpreted, to have retired from be an amendment to any compensation, benefit or other plan to the Company. At that timeTo the extent the Company's performance under this Section includes the performance of the Company's obligations to the Executive under any other plan or under another agreement between the Company and the Executive, the rights of the Executive under such other plan or other agreements, which are discharged under this Agreement, are discharged, surrendered, or at such later time as he may elect consistent with the terms of any such applicable plan or benefit, in order to receive benefits or avoid or minimize any applicable early pension reduction provisions, he shall be entitled to commence to receive the retirement benefits to which he is entitled under such plan(s). Employee may treat the termination as termination other than "retirement" if Employee so elects and may defer "retirement" to a later date if permitted by any applicable plan(s)released pro tanto.

TERMINATION WITHOUT CHANGE IN CONTROL. Notwithstanding anything herein to the contrary, the Company shall have the right to terminate Employee's ’s employment at any time during the Employment Period (including any extended term). Should the Company choose not to renew or extend the Employment Period of the Agreement or choose to terminate Employee during, or at the end of, the Employment Period, or in the event of death or disability of Employee, if the termination is not after a Change in Control and is not for cause, the Company shall, within thirty (30) days following such termination, pay or provide to Employee (or his Executor, Administrator or Estate in the event of death, as soon as reasonably practical): a. ): An amount equal to one (1) full year of his base salary, which base salary is here defined as twelve (12) times the then current monthly salary in effect for Employee and all other benefits due him based upon the salary in effect on the date of Termination (but not less than the highest annual base salary paid to Employee during any of the three (3) years immediately preceding his date of Termination). There shall be deducted only such amounts as may be required by law to be withheld for taxes and other applicable deductions. b. . The Company shall provide to Employee for a period of one (1) full year following the date of his Termination, life, health, accident and disability insurance coverages which are not less than the highest benefits furnished to Employee during the term of this Agreement. c. . An amount equal to the target award for Employee under the Company's ’s annual bonus plan for the fiscal year in which Termination occurs; provided, however, that (i) if Employee has deferred his award for such year under a Company plan, the payment due Employee under this subparagraph shall be paid in accordance with the terms of the deferral or as specified by Employee and (ii) if the Company has not specified a target award for such year, the amount will be equal to fifty percent (50%) of the maximum percentage of Employee's ’s Annual Base Salary Employee may be entitled to under the Company's ’s annual bonus plan in such year. d. The Company will pay, distribute and otherwise provide to Employee the amount and value of his entire plan account and interest under any retirement plan, employee benefit plan, investment plan or stock ownership plan, if any exists on the date of his Termination, and all employer contributions made or payable to any such plan for his account prior to the end of the month in which his termination occurs shall be deemed vested and payable to him; provided, however, that in the event any such employer contributions are prohibited from being deemed vested and payable for any reason (other than due to a lack of Employee's consent), the total amount of such employer contributions shall be paid to Employee in a lump sum outside of any such plan. Such payment or distribution shall be made in accordance with the elections made by Employee with respect to distributions in accordance with the plan as if Employee's employment with the Company terminated at the end of the month in which Termination occurs. e. All stock options and awards to which Employee is entitled will immediately vest and the time for exercising any option will extend for 120 days following such termination of employment, or such later date as shall be specified in the applicable plan and award agreement; provided, however, that in no event shall the time for exercising an option extend beyond the original term of the option. f. With respect to any qualified or non-qualified retirement pension plan that may be adopted by the Company after the Effective Date, if Employee elects to treat Termination as retirement then on the date of Termination, Employee shall be deemed to have retired from the Company. At that time, or at such later time as he may elect consistent with the terms of any such applicable plan or benefit, in order to receive benefits or avoid or minimize any applicable early pension reduction provisions, he shall be entitled to commence to receive the retirement benefits to which he is entitled under such plan(s). Employee may treat the termination as termination other than "retirement" if Employee so elects and may defer "retirement" to a later date if permitted by any applicable plan(s).

TERMINATION WITHOUT CHANGE IN CONTROL. Notwithstanding anything herein to the contrary, the The Company shall have the right to terminate Employee's employment Executive at any time during the Employment Period (including any extended term). Should the Company choose not to renew or extend the Employment employment Period of the this Employment Agreement or choose to terminate Employee duringthe Executive, during or at the end of, of the Employment Period, or in the event of death or disability of Employeethe Executive, if the termination is not after a Change in Control and is not for cause, the Company shall, within thirty (30) days following such termination, pay or and provide to Employee the Executive (or his Executor, Administrator or Estate in the event of death, as soon as reasonably practical): a. An amount equal to one (1) full year of his base salarysalary (including the amount allocated to the covenant not to compete), which base salary is here defined as twelve (12) times the then current monthly salary in effect for Employee the Executive and all other benefits due him based upon the salary in effect on the date Date of Termination (but not less than the highest annual base salary paid to Employee the Executive during any of the three (3) years immediately preceding his date Date of Termination). There shall be deducted only such amounts as may be required by law to be withheld for taxes and other applicable deductions. b. The Company shall provide make available to Employee Executive and his immediate family for a period of one (1) full year following the date of his Termination, life, health, accident and disability insurance coverages which are not less than the highest benefits furnished to Employee the Executive and his immediate family during the term of this Agreement. c. An amount equal to the target award for Employee the Executive under the Company's annual bonus plan for the fiscal year in which Termination termination occurs; provided, however, provided that (i) if Employee the Executive has deferred his award for such year under a Company plan, the payment due Employee the Executive under this subparagraph shall be paid in accordance with the terms of the deferral or as specified by Employee and (ii) if the Company has not specified a target award for such year, the amount will be equal to fifty percent (50%) of the maximum percentage of Employee's Annual Base Salary Employee may be entitled to under the Company's annual bonus plan in such yearExecutive. d. The Company will shall pay, distribute and otherwise provide to Employee the Executive the amount and value of his entire plan account and interest under any retirement plan, employee benefit plan, investment plan or stock ownership plan, if any exists on the date Date of his Termination, and all employer contributions made or payable to any such plan for his account prior to the end of the month in which his termination Termination occurs shall be deemed vested and payable to him; provided, however, that in the event any such employer contributions are prohibited from being deemed vested and payable for any reason (other than due to a lack of Employee's consent), the total amount of such employer contributions shall be paid to Employee in a lump sum outside of any such plan. Such payment or distribution shall be made in accordance with the elections made by Employee with the Executive in respect to of distributions in accordance with the plan as if Employeethe Executive's employment with in the Company terminated at the end of the month in which Termination occurs. e. All stock options and awards to which Employee the Executive is entitled will immediately vest and the time for exercising any option will extend for 120 days following such termination of employment, or such later date be as shall be specified in the applicable plan and award agreementplan; provided, provided however, that in no event shall if the time for exercising an option extend beyond immediate vesting of all benefits under the original term of plan is not permitted by the optionplan, then the benefits will be vested only to the extent authorized or permitted by the plan. f. With respect All life, health, hospitalization, medical and accident benefits available to any qualified Executive's spouse and dependents shall continue for the same term as the Executive's benefits. If the Executive dies, all benefits will be provided for a term of one (1) year (or non-qualified retirement pension plan that may be adopted by the Company two (2) years after the Effective Date, if Employee elects to treat Termination as retirement then on a change in Control) after the date of Terminationdeath of the Executive. g. The Company's obligation under this section to continue to pay or provide health care, Employee life, accident and disability insurance to the Executive, the Executive's spouse and Executive's dependents, during the remainder of the Employment Period shall be reduced when and to the extent of any such benefits are paid or provided to the Executive by another employer, provided that the Executive shall have all rights afforded to retirees to convert group insurance coverage to the individual insurance coverage as to the extent of, and whenever his group insurance coverage under this Section is reduced or expires. A part from this subparagraph, the Executive shall have and be subject to no obligation to mitigate. h. The Company shall deduct applicable withholding taxes in performing its obligation under this Section. Nothing in this Section is intended, nor shall be deemed or interpreted, to have retired from be an amendment to any compensation, benefit or other plan to the Company. At that timeTo the extent the Company's performance under this Section includes the performance of the Company's obligations to the Executive under any other plan or under another agreement between the Company and the Executive, the rights of the Executive under such other plan or other agreements, which are discharged under this Agreement, are discharged, surrendered, or at such later time as he may elect consistent with the terms of any such applicable plan or benefit, in order to receive benefits or avoid or minimize any applicable early pension reduction provisions, he shall be entitled to commence to receive the retirement benefits to which he is entitled under such plan(s). Employee may treat the termination as termination other than "retirement" if Employee so elects and may defer "retirement" to a later date if permitted by any applicable plan(s)released pro tanto.

TERMINATION WITHOUT CHANGE IN CONTROL. Notwithstanding anything herein to the contrary, the Company shall have the right to terminate Employee's ’s employment at any time during the Employment Period Period, as defined in Section 3.03 (including any extended term). Should the Company choose not to renew or extend the Employment Period of the Agreement or choose to terminate Employee during, or at the end of, the Employment Period, or in In the event of death or disability of Employeeany Termination, as defined in Section 2.15, if the termination is Termination does not after a Change in Control entitle Employee to payments and is not for causebenefits under Article IV, the Company shall, in exchange for a full and complete release of claims related to his employment against the Company, its affiliates, officers and directors (other than a release of claims for compensation due in accordance with Section 3.04f of this Agreement) (“Release”), pay or provide to Employee the payments and benefits specified in this Section 3.05 within thirty (30) days following such terminationthe Effective Waiver Date (as defined below), pay or provide subject to Employee (or the provisions of Section 6.04 and provided that the payments will be made as soon as reasonably practical to his Executor, Administrator or Estate in the event of Employee’s death. The Company will provide the Release to Employee within 10 days of any Termination. Employee must execute the Release within the period specified by the Company, as soon as reasonably practical):which shall be not less than 30 or more than 60 days after Employee’s receipt of the Release. The date that is seven days after Employee’s execution of the Release shall be the “Effective Waiver Date.” a. An amount equal to one (1) full year of his base salary, which base salary is here defined as twelve (12) times the then current monthly salary in effect for Employee and all other benefits due him based upon the salary Annual Base Salary in effect on the date of Termination (but not less than the highest annual base salary Annual Base Salary paid to Employee during any of the three (3) years immediately preceding his date of Termination). There shall be deducted only such amounts as may be required by law to be withheld for taxes and other applicable deductions. b. The Company shall provide to Employee Employee, Employee’s spouse and Employee’s eligible dependents for a period of one (1) full year following the date of his Employee’s Termination, life, health, medical and dental, accident and disability insurance coverages which are not less than the highest benefits furnished to Employee during the term of this Agreementthe Agreement at a cost to the Employee as if he had remained a full time employee. If Employee dies during such term, health insurance coverage will be provided to Employee’s spouse and eligible dependents until the date that is one (1) year after the date of Employee’s Termination. c. An amount equal to one (1) times the target bonus award for Employee under the Company's ’s annual bonus plan for the fiscal year in which Termination occurs; provided, however, that (i) if Employee has deferred his award for such year under a Company plan, the payment due Employee under this subparagraph shall be paid in accordance with the terms of the deferral or as specified by Employee and (ii) if the Company has not specified a target award for such year, the amount will be equal to fifty percent (50%) of the maximum percentage of Employee's ’s Annual Base Salary Employee may be entitled to under the Company's ’s annual bonus plan in such year. d. The Company will pay, distribute and otherwise provide to Employee the amount and value of his entire plan account and interest under any retirement plan, employee benefit plan, investment plan or stock ownership plan, if any exists on the date of his Termination, and all employer contributions made or payable to any such plan for his account prior to the end of the month in which his termination occurs shall be deemed vested and payable to him; provided, however, that in the event any such employer contributions are prohibited from being deemed vested and payable for any reason (other than due to a lack of Employee's consent), the total amount of such employer contributions shall be paid to Employee in a lump sum outside of any such plan. Such payment or distribution shall be made in accordance with the elections made by Employee with respect to distributions in accordance with the plan as if Employee's employment with the Company terminated at the end of the month in which Termination occurs. e. All stock options and awards to which Employee is entitled will immediately vest and the time for exercising any option will extend for 120 days following such termination of employment, or such later date as shall be specified in the applicable plan and award agreement; provided, however, that in no event shall the time for exercising an option extend beyond the original term of the option. f. With respect to any qualified or non-qualified retirement pension plan that may be adopted by the Company after the Effective Date, if Employee elects to treat Termination as retirement then on the date of Termination, Employee shall be deemed to have retired from the Company. At that time, or at such later time as he may elect consistent with the terms of any such applicable plan or benefit, in order to receive benefits or avoid or minimize any applicable early pension reduction provisions, he shall be entitled to commence to receive the retirement benefits to which he is entitled under such plan(s). Employee may treat the termination as termination other than "retirement" if Employee so elects and may defer "retirement" to a later date if permitted by any applicable plan(s).

TERMINATION WITHOUT CHANGE IN CONTROL. Notwithstanding anything herein to the contrary, the The Company shall have the right to terminate Employee's employment Executive at any time during the Employment Period (including any extended term). Should the Company choose not to renew or extend the Employment Period of the this Employment Agreement or choose to terminate Employee duringthe Executive, during or at the end of, the Employment Period, or in the event of death or disability of Employeethe Executive, if the termination is not after a Change in Control and is not for cause, the Company shall, within thirty (30) days following such termination, pay or and provide to Employee the Executive (or his Executor, Administrator or Estate in the event of death, as soon as reasonably practical): a. An amount equal to one (1) full year of his base salarysalary (including the amount allocated to the covenant not to compete), which base salary is here defined as twelve (12) times the then current monthly salary in effect for Employee the Executive and all other benefits due him based upon the salary in effect on the date Date of Termination (but not less than the highest annual base salary paid to Employee the Executive during any of the three (3) years immediately preceding his date Date of Termination). There shall be deducted only such amounts as may be required by law to be withheld for taxes and other applicable deductions. b. The Company shall provide make available to Employee Executive and his immediate family for a period of one (1) full year following the date Date of his Termination, life, health, accident and disability insurance coverages which are not less than the highest benefits furnished to Employee the Executive and his immediate family during the term of this Agreement. c. An amount equal to the target award for Employee the Executive under the Company's ’s annual bonus plan for the fiscal year in which Termination termination occurs; provided, however, provided that (i) if Employee the Executive has deferred his award for such year under a Company plan, the payment due Employee the Executive under this subparagraph shall be paid in accordance with the terms of the deferral or as specified by Employee and (ii) if the Company has not specified a target award for such year, the amount will be equal to fifty percent (50%) of the maximum percentage of Employee's Annual Base Salary Employee may be entitled to under the Company's annual bonus plan in such yearExecutive. d. The Company will shall pay, distribute and otherwise provide to Employee the Executive the amount and value of his entire plan account and interest under any retirement plan, employee benefit plan, investment plan or stock ownership plan, if any exists on the date Date of his Termination, and all employer contributions made or payable to any such plan for his account prior to the end of the month in which his termination Termination occurs shall be deemed vested and payable to him; provided, however, that in the event any such employer contributions are prohibited from being deemed vested and payable for any reason (other than due to a lack of Employee's consent), the total amount of such employer contributions shall be paid to Employee in a lump sum outside of any such plan. Such payment or distribution shall be made in accordance with the elections made by Employee with the Executive in respect to of distributions in accordance with the plan as if Employee's the Executive’s employment with in the Company terminated at the end of the month in which Termination occurs. e. All stock options and awards to which Employee the Executive is entitled will immediately vest and the time for exercising any option will extend for 120 days following such termination of employment, or such later date be as shall be specified in the applicable plan and award agreementas if the Executive were still employed by the Company; providedprovided however if the immediate vesting of all benefits under the plan is not permitted by the plan, however, that in no event shall then the time for exercising an option extend beyond benefits will be vested only to the original term of extent authorized or permitted by the optionplan. f. With respect All life, health, hospitalization, medical and accident benefits available to any qualified Executive’s spouse and dependents shall continue for the same term as the Executive’s benefits. If the Executive dies, all benefits will be provided for a term of one (1) year (or non-qualified retirement pension plan that may be adopted by the Company two (2) years after the Effective Date, if Employee elects to treat Termination as retirement then on a Change in Control) after the date of Terminationdeath of the Executive. g. The Company’s obligation under this Section to continue to pay or provide health care, Employee life, accident and disability insurance to the Executive, the Executive’s spouse and Executive’s dependents, during the remainder of the Employment Period shall be reduced when and to the extent any of such benefits are paid or provided to the Executive by another employer, provided that the Executive shall have all rights afforded to retirees to convert group insurance coverage to the individual insurance coverage as, to the extent of, and whenever his group insurance coverage under this Section is reduced or expires. Apart from this subparagraph, the Executive shall have and be subject to no obligation to mitigate. h. The Company shall deduct applicable withholding taxes in performing its obligations under this Section. Nothing in this Section is intended, nor shall be deemed or interpreted, to have retired from be an amendment to any compensation, benefit or other plan to the Company. At that timeTo the extent the Company’s performance under this Section includes the performance of the Company’s obligations to the Executive under any other plan or under another agreement between the Company and the Executive, the rights of the Executive under such other plan or other agreements, which are discharged under this Agreement, are discharged, surrendered, or at such later time as he may elect consistent with the terms of any such applicable plan or benefit, in order to receive benefits or avoid or minimize any applicable early pension reduction provisions, he shall be entitled to commence to receive the retirement benefits to which he is entitled under such plan(s). Employee may treat the termination as termination other than "retirement" if Employee so elects and may defer "retirement" to a later date if permitted by any applicable plan(s)released pro tanto.

TERMINATION WITHOUT CHANGE IN CONTROL. Notwithstanding anything herein to the contrary, the Company shall have the right to terminate Employee's employment at any time during the Employment Period (including any extended term). Should the Company choose not to renew or extend the Employment Period of the Agreement or choose to terminate Employee during, or at the end of, the Employment Period, or in the event of death or disability of Employee, if the termination is not after a Change in Control and is not for cause, the Company shall, within thirty (30) days following such termination, pay or provide to Employee (or his Executor, Administrator or Estate in the event of death, as soon as reasonably practical): a. An amount equal to one two (12) full year years of his base salary, which base salary is here defined as twelve (12) times the then current monthly salary in effect for Employee and all other benefits due him based upon the salary in effect on the date of Termination (but not less than the highest annual base salary paid to Employee during any of the three (3) years immediately preceding his date of Termination). There shall be deducted only such amounts as may be required by law to be withheld for taxes and other applicable deductions. b. The Company shall provide to Employee for a period of one two (12) full year years following the date of his Termination, life, health, accident and disability insurance coverages which are not less than the highest benefits furnished to Employee during the term of this Agreement. c. An amount equal to two times the target award for Employee under the Company's annual bonus plan for the fiscal year in which Termination occurs; provided, however, that (i) if Employee has deferred his award for such year under a Company plan, the payment due Employee under this subparagraph shall be paid in accordance with the terms of the deferral or as specified by Employee and (ii) if the Company has not specified a target award for such year, the amount will be equal to two times fifty percent (50%) of the maximum percentage of Employee's Annual Base Salary Employee may be entitled to under the Company's annual bonus plan in such year. d. The Company will pay, distribute and otherwise provide to Employee the amount and value of his entire plan account and interest under any retirement plan, employee benefit plan, investment plan or stock ownership plan, if any exists on the date of his Termination, and all employer contributions made or payable to any such plan for his account prior to the end of the month in which his termination occurs shall be deemed vested and payable to him; provided, however, that in the event any such employer contributions are prohibited from being deemed vested and payable for any reason (other than due to a lack of Employee's consent), the total amount of such employer contributions shall be paid to Employee in a lump sum outside of any such plan. Such payment or distribution shall be made in accordance with the elections made by Employee with respect to distributions in accordance with the plan as if Employee's employment with the Company terminated at the end of the month in which Termination occurs. This Section 3.05 shall not be deemed to refer to the SERP, which is otherwise addressed in Section 3.04i. e. All stock options and awards to which Employee is entitled will immediately vest and the time for exercising any option will extend for 120 days following such termination of employment, or such later date be as shall be specified in the applicable plan and award agreement; provided, however, that in no event shall agreement as if Employee were still employed by the time for exercising an option extend beyond the original term of the optionCompany. f. With respect to any qualified or non-qualified retirement pension plan that may be adopted by the Company after the Effective Employment Date, if Employee elects to treat Termination as retirement then on the date of Termination, Employee shall be deemed to have retired from the Company. At that time, or at such later time as he may elect consistent with the terms of any such applicable plan or benefit, in order to receive benefits or avoid or minimize any applicable early pension reduction provisions, he shall be entitled to commence to receive the retirement benefits to which he is entitled under such plan(s). Employee may treat the termination as termination other than "retirement" if Employee so elects and may defer "retirement" to a later date if permitted by any applicable plan(s).

TERMINATION WITHOUT CHANGE IN CONTROL. Notwithstanding anything herein to the contrary, the Company shall have the right to terminate Employee's ’s employment at any time during the Employment Period Period, as defined in Section 3.03 (including any extended term). Should the Company choose not to renew or extend the Employment Period of the Agreement or choose to terminate Employee during, or at the end of, the Employment Period, or in In the event of death or disability of Employeeany Termination, as defined in Section 2.10, if the termination is Termination does not after a Change in Control entitle Employee to payments and is not for causebenefits under Article IV, the Company shall, within thirty (30) days following such terminationTermination (subject to Section 6.04) and in exchange for a full and complete release of claims against the Company, its affiliates, officers and directors (“Release”), pay or provide to Employee (or his Executor, Administrator or Estate in the event of death, as soon as reasonably practical): a. An amount equal to one two (12) full year years of his base salary, which base salary is here defined as twelve (12) times the then current monthly salary in effect for Employee and all other benefits due him based upon the salary in effect on the date of Termination (but not less than the highest annual base salary paid to Employee during any of the three (3) years immediately preceding his date of Termination). There shall be deducted only such amounts as may be required by law to be withheld for taxes and other applicable deductions. b. The Company shall provide to Employee for a period of one two (12) full year years following the date of his Termination, life, health, accident and disability insurance coverages which are not less than the highest benefits furnished to Employee during the term of this Agreementthe Agreement at a cost to the Employee as if he had remained a full time employee. c. An amount equal to two (2) times the target award for Employee under the Company's ’s annual bonus plan for the fiscal year in which Termination occurs; provided, however, that (i) if Employee has deferred his award for such year under a Company plan, the payment due Employee under this subparagraph shall be paid in accordance with the terms of the deferral or as specified by Employee and (ii) if the Company has not specified a target award for such year, the amount will be equal to fifty percent two (50%2) of times the maximum percentage of Employee's Annual Base Salary Employee may be entitled to under target award for the Company's annual bonus plan in such yearmost recent fiscal year for which a target was specified. d. The Company will pay, distribute and otherwise provide to Employee the amount and value of his entire plan account and interest under any retirement plan, employee benefit plan, investment plan or stock ownership plan, if any exists on the date of his Termination, and all employer contributions made or payable to any such plan for his account prior to the end of the month in which his termination occurs shall be deemed vested and payable to him; provided, however, that in the event any such employer contributions are prohibited from being deemed vested and payable for any reason (other than due to a lack of Employee's consent), the total amount of such employer contributions shall be paid to Employee in a lump sum outside of any such plan. Such payment or distribution shall be made in accordance with the elections made by Employee with respect to distributions in accordance with the plan as if Employee's employment with the Company terminated at the end of the month in which Termination occurs. e. All stock options and awards to which Employee is entitled will immediately vest and the time for exercising any option will extend for 120 days following such termination of employment, or such later date as shall be specified in the applicable plan and award agreement; provided, however, that in no event shall the time for exercising an option extend beyond the original term of the option. f. With respect to any qualified or non-qualified retirement pension plan that may be adopted by the Company after the Effective Date, if Employee elects to treat Termination as retirement then on the date of Termination, Employee shall be deemed to have retired from the Company. At that time, or at such later time as he may elect consistent with the terms of any such applicable plan or benefit, in order to receive benefits or avoid or minimize any applicable early pension reduction provisions, he shall be entitled to commence to receive the retirement benefits to which he is entitled under such plan(s). Employee may treat the termination as termination other than "retirement" if Employee so elects and may defer "retirement" to a later date if permitted by any applicable plan(s).

TERMINATION WITHOUT CHANGE IN CONTROL. Notwithstanding anything herein to the contrary, the Company shall have the right to terminate Employee's ’s employment at any time during the Employment Period Period, as defined in Section 3.03 (including any extended term). Should the Company choose not to renew or extend the Employment Period of the Agreement or choose to terminate Employee during, or at the end of, the Employment Period, or in In the event of death or disability of Employeeany Termination, as defined in Section 2.10, if the termination is Termination does not after a Change in Control entitle Employee to payments and is not for causebenefits under Article IV, the Company shall, within thirty (30) days following such terminationTermination (subject to Section 6.04) and in exchange for a full and complete release of claims against the Company, its affiliates, officers and directors (“Release”), pay or provide to Employee (or his Executor, Administrator or Estate in the event of death, as soon as reasonably practical): a. An amount equal to one (1) full year of his base salary, which base salary is here defined as twelve (12) times the then current monthly salary in effect for Employee and all other benefits due him based upon the salary in effect on the date of Termination (but not less than the highest annual base salary paid to Employee during any of the three (3) years immediately preceding his date of Termination). There shall be deducted only such amounts as may be required by law to be withheld for taxes and other applicable deductions. b. The Company shall provide to Employee for a period of one (1) full year following the date of his Termination, life, health, accident and disability insurance coverages which are not less than the highest benefits furnished to Employee during the term of this the Agreement. c. An amount equal to the target award for Employee under the Company's ’s annual bonus plan for the fiscal year in which Termination occurs; provided, however, that (i) if Employee has deferred his award for such year under a Company plan, the payment due Employee under this subparagraph shall be paid in accordance with the terms of the deferral or as specified by Employee and (ii) if the Company has not specified a target award for such year, the amount will be equal to fifty percent (50%) of the maximum percentage of Employee's ’s Annual Base Salary Employee may be entitled to under the Company's ’s annual bonus plan in such year. d. The Company will pay, distribute and otherwise provide to Employee the amount and value of his entire plan account and interest under any retirement plan, employee benefit plan, investment plan or stock ownership plan, if any exists on the date of his Termination, and all employer contributions made or payable to any such plan for his account prior to the end of the month in which his termination occurs shall be deemed vested and payable to him; provided, however, that in the event any such employer contributions are prohibited from being deemed vested and payable for any reason (other than due to a lack of Employee's consent), the total amount of such employer contributions shall be paid to Employee in a lump sum outside of any such plan. Such payment or distribution shall be made in accordance with the elections made by Employee with respect to distributions in accordance with the plan as if Employee's employment with the Company terminated at the end of the month in which Termination occurs. e. All stock options and awards to which Employee is entitled will immediately vest and the time for exercising any option will extend for 120 days following such termination of employment, or such later date as shall be specified in the applicable plan and award agreement; provided, however, that in no event shall the time for exercising an option extend beyond the original term of the option. f. With respect to any qualified or non-qualified retirement pension plan that may be adopted by the Company after the Effective Date, if Employee elects to treat Termination as retirement then on the date of Termination, Employee shall be deemed to have retired from the Company. At that time, or at such later time as he may elect consistent with the terms of any such applicable plan or benefit, in order to receive benefits or avoid or minimize any applicable early pension reduction provisions, he shall be entitled to commence to receive the retirement benefits to which he is entitled under such plan(s). Employee may treat the termination as termination other than "retirement" if Employee so elects and may defer "retirement" to a later date if permitted by any applicable plan(s).

TERMINATION WITHOUT CHANGE IN CONTROL. Notwithstanding anything herein to the contrary, the Company shall have the right to terminate Employee's ’s employment at any time during the Employment Period (including any extended term). Should the Company choose not to renew or extend the Employment Period of the Agreement or choose to terminate Employee during, or at the end of, the Employment Period, or in the event of death or disability of Employee, if the termination is not after a Change in Control and is not for cause, the Company shall, within thirty (30) days following such termination, pay or provide to Employee (or his Executor, Administrator or Estate in the event of death, as soon as reasonably practical): a. An amount equal to one (1) full year of his base salary, which base salary is here defined as twelve (12) times the then current monthly salary in effect for Employee and all other benefits due him based upon the salary in effect on the date of Termination (but not less than the highest annual base salary paid to Employee during any of the three (3) years immediately preceding his date of Termination). There shall be deducted only such amounts as may be required by law to be withheld for taxes and other applicable deductions. b. The Company shall provide to Employee for a period of one (1) full year following the date of his Termination, life, health, accident and disability insurance coverages which are not less than the highest benefits furnished to Employee during the term of this Agreement. c. An amount equal to the target award for Employee under the Company's ’s annual bonus plan for the fiscal year in which Termination occurs; provided, however, that (i) if Employee has deferred his award for such year under a Company plan, the payment due Employee under this subparagraph shall be paid in accordance with the terms of the deferral or as specified by Employee and (ii) if the Company has not specified a target award for such year, the amount will be equal to fifty percent (50%) of the maximum percentage of Employee's ’s Annual Base Salary Employee may be entitled to under the Company's ’s annual bonus plan in such year. d. The Company will pay, distribute and otherwise provide to Employee the amount and value of his entire plan account and interest under any retirement plan, employee benefit plan, investment plan or stock ownership plan, if any exists on the date of his Termination, and all employer contributions made or payable to any such plan for his account prior to the end of the month in which his termination occurs shall be deemed vested and payable to him; provided, however, that in the event any such employer contributions are prohibited from being deemed vested and payable for any reason (other than due to a lack of Employee's ’s consent), the total amount of such employer contributions shall be paid to Employee in a lump sum outside of any such plan. Such payment or distribution shall be made in accordance with the elections made by Employee with respect to distributions in accordance with the plan as if Employee's ’s employment with the Company terminated at the end of the month in which Termination occurs. e. All stock options and awards to which Employee is entitled will immediately vest and the time for exercising any option will extend for 120 days following such termination of employment, or such later date as shall be specified in the applicable plan and award agreement; provided, however, that in no event shall the time for exercising an option extend beyond the original term of the option. f. With respect to any qualified or non-qualified retirement pension plan that may be adopted by the Company after the Effective Date, if Employee elects to treat Termination as retirement then on the date of Termination, Employee shall be deemed to have retired from the Company. At that time, or at such later time as he may elect consistent with the terms of any such applicable plan or benefit, in order to receive benefits or avoid or minimize any applicable early pension reduction provisions, he shall be entitled to commence to receive the retirement benefits to which he is entitled under such plan(s). Employee may treat the termination as termination other than "“retirement" ” if Employee so elects and may defer "“retirement" ” to a later date if permitted by any applicable plan(s).