Common use of Without Cause Termination or Constructive Discharge Clause in Contracts

Without Cause Termination or Constructive Discharge. Subject to the provisions of Section 7 below, in the event the Executive's employment hereunder terminates due to either a Without Cause Termination or a Constructive Discharge: (i) Earned but unpaid Base Salary as of the Date of Termination and any earned but unpaid bonuses for prior years (collectively, the "Accrued Obligations"), shall be payable in full, and the Company shall, as liquidated damages or severance pay, or both: (A) continue to pay the Executive's Base Salary, as in effect at the Date of Termination (as defined in Section 14(b)), from the Date of Termination until the end of the Term. Moreover, if said termination occurs within 12 months from the end of the Term of this Agreement, the Company shall continue to pay the Executive's Base Salary for a period of no less than the shorter period of (1) 12 months from the Date of Termination, or (2) the Date of Termination until the time when the Executive commences full-time employment with another employer, and (B) pay to the Executive for the year of termination and for each subsequent calendar year or portion thereof during the remainder of the Term, an amount equal to the Cash Bonus Amount of the highest bonus received by the Executive under the Bonus Plan for any year in the three years preceding the Date of Termination, such payments to be made at the normal times for payment of bonuses under the Bonus Plan. With respect to the payments provided for in this Section 6(a)(i), the Executive shall be entitled to participate in any compensation deferral plans or arrangements then provided by the Company to senior executives on the same basis as if he had remained an employee through the end of the Term. (ii) The Company shall continue to provide the Executive through the remainder of the Term with (A) service credit under all qualified and nonqualified retirement plans and excess benefit plans and the Supplemental Retirement Benefit provided under this Agreement in which the Executive participated as of his Date of Termination and (B) employer contributions to the Retirement Savings Plan at the maximum rate which would have been available to the Executive had his employment continued. (iii) The Company shall continue to provide Executive (and Executive's dependents, if applicable) for the period of salary continuation set forth in Section 6(a)(i)(A) above with medical, dental, accident, disability and life insurance benefits upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) as those of the applicable employee benefit plans in effect from time to time as applied to employees; provided, however, that if the Executive cannot continue to participate under the terms of the Company plans providing such benefits, the Company shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted. Notwithstanding the foregoing, in the event the Executive becomes re-employed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described herein shall be secondary to such benefits during the period of the Executive's eligibility, but only to the extent that the Company reimburses the Executive for any increased cost and provides any additional benefits necessary to give the Executive the benefits provided hereunder. (iv) All stock options and restricted stock awards granted after the effective date of this Agreement pursuant to this Agreement or under the Long-Term Plan (other than those under which vesting is performance-based or is dependent upon the satisfaction of conditions other than continued employment) shall become immediately and fully vested. The Executive shall have up to three (3) years to exercise all such outstanding stock options following termination of employment, but in no event beyond their specified term. All Type II stock options and related deferred cash incentive awards granted after the date of this Agreement pursuant to this Agreement or under the Long-Term Plan shall not terminate or be forfeited, as the case may be, but shall remain outstanding and exercisable or payable, as the case may be, as if Executive remained employed by the Company. The Chairman and Chief Executive Officer of the Company shall recommend to the HRC, with respect to any period for which Performance Goals (as defined in the Long-Term Plan) relating to such Type II stock options and deferred cash incentive awards are achieved, that the right to exercise the maximum possible number of Type II stock options be accelerated and that the maximum possible deferred cash incentive award be earned and payable to the Executive upon such exercise. (v) The perquisites set forth in Paragraphs 4(e)(i), (iv) and (v) shall continue through the first anniversary of the Executive's termination of employment. In addition, the Company shall furnish the Executive with office space and secretarial support during the remainder of the Term or, if shorter, until the time the Executive commences full-time employment with another employer.

Without Cause Termination or Constructive Discharge. Subject to the provisions of Section 7 below, in In the event the Executive's employment hereunder terminates due to either a Without Cause Termination or a Constructive Discharge: (i) Earned , earned but unpaid Base Salary as of the Date of Termination (as defined in Section 14(b)) and any earned but unpaid bonuses for prior years (collectively, the "Accrued Obligations"), ) shall be payable in full. In addition, subject to (1) the Executive's continuing compliance with his obligations under the provisions of Section 7 below and (2) the Executive's execution and delivery to the Company of a separation agreement, including an irrevocable general release of claims, in a form acceptable to the Company, the Executive may continue to earn the following termination benefits: (i) the Company shall, as liquidated damages or severance pay, or both: (A) continue to pay the Executive's Base Salary, as in effect at the Date of Termination (as defined in Section 14(b))Termination, from the Date of Termination until the end of the Term. Moreover, if said termination occurs within 12 months from the end of the Term of this Agreement, the Company shall continue to pay the Executive's Base Salary for a period of no less than the shorter period of (1) 12 months from the Date of Termination, or (2) the Date of Termination until the time when the Executive commences full-time employment with another employer, ; and (B) pay to the Executive for the year of termination and for each subsequent calendar year or portion thereof year, if any, during the remainder of the Term, an amount equal to the Cash Bonus Amount of the highest annual bonus received by awarded to the Executive under the Bonus Plan for any year in the three years preceding the Date of Termination, such payments to be made at the normal times for payment of bonuses under the annual bonus plan applicable to the Executive (the "Bonus Plan"). With respect to the payments provided for in this Section 6(a)(i), the Executive shall be entitled entitled, to the extent permitted by law as determined by the Company in good faith, to participate in any compensation deferral plans or arrangements then provided by the Company to senior executives on the same basis as if he had remained an employee through the end of the Termexecutives. (ii) The To the extent permitted by law, the Company shall continue to provide the Executive through for the remainder period of the Term salary continuation set forth in Section 6(a)(i)(A) above with (A) service credit under all qualified and nonqualified retirement plans and excess benefit plans and the Supplemental Retirement Benefit provided under this Agreement in which the Executive participated as of his Date of Termination and (B) eligibility to receive employer matching contributions on any pre-tax contributions made by the Executive to the Retirement Savings Plan at the maximum rate which would have been available to the Executive had his employment continued. (iii) The Company shall continue to provide Executive (and Executive's dependents, if applicable) for the period of salary continuation set forth in Section 6(a)(i)(A) above with medical, dental, accident, disability and life insurance benefits upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) as those of the applicable employee benefit plans in effect from time to time as applied to employees; provided, however, that if the Executive cannot continue to participate under the terms of the Company plans providing such benefits, the Company shall otherwise provide such benefits on (as nearly as reasonably practicable) the same after-tax basis as if continued participation had been permitted. Notwithstanding the foregoing, in the event the Executive becomes re-employed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described herein shall be secondary to such benefits during the period of the Executive's eligibility, but only to the extent that the Company reimburses the Executive for any increased cost and provides any additional benefits necessary to give the Executive the benefits provided hereunder. (iv) All stock options The Company shall provide the Executive with career counseling and restricted stock awards granted after outplacement services of the effective date of this Agreement pursuant to this Agreement or under the Long-Term Plan (other than those under which vesting is performance-based or is dependent upon the satisfaction of conditions other than continued employment) shall become immediately and fully vested. The Executive shall have up to three (3) years to exercise all such outstanding stock options following termination of employment, but in no event beyond their specified term. All Type II stock options and related deferred cash incentive awards granted after the date of this Agreement pursuant to this Agreement or under the Long-Term Plan shall not terminate or be forfeited, as the case may be, but shall remain outstanding and exercisable or payable, as the case may be, as if Executive remained employed type historically provided by the Company. The Chairman Company to similarly situated executives of comparable rank and Chief Executive Officer of the Company shall recommend to the HRC, with respect to any period for which Performance Goals (as defined in the Long-Term Plan) relating to such Type II stock options and deferred cash incentive awards are achieved, that the right to exercise the maximum possible number of Type II stock options be accelerated and that the maximum possible deferred cash incentive award be earned and payable to the Executive upon such exerciseresponsibility. (v) The perquisites set forth in Paragraphs 4(e)(i), (iv) and (v) shall continue through To the first anniversary extent that the restrictions on the Third Century PARS have not lapsed at the Date of the Executive's termination of employment. In additionTermination, the Company Third Century PARS shall furnish remain outstanding, and the Executive with office space and secretarial support during restrictions thereon shall lapse in full at the remainder close of the Term orbusiness on September 30, if shorter, until the time the Executive commences full-time employment with another employer2006.

Without Cause Termination or Constructive Discharge. Subject to the provisions of Section 7 below, in the event the Executive's employment hereunder terminates due to either a Without Cause Termination or a Constructive Discharge: (i) Earned but unpaid Base Salary as of the Date of Termination (as defined in Section 14(b)) and any earned but unpaid bonuses for prior years (collectively, the "Accrued Obligations"), shall be payable in full, and the Company shall, as liquidated damages or severance pay, or both: (A) continue to pay the Executive's Base Salary, as in effect at the Date of Termination (as defined in Section 14(b))Termination, from the Date of Termination until the end of the Term. Moreover, if said termination occurs within 12 months from the end of the Term of this Agreement, the Company shall continue to pay the Executive's Base Salary for a period of no less than the shorter period of (1) 12 months from the Date of Termination, or (2) the Date of Termination until the time when the Executive commences full-time employment with another employer, and (B) pay to the Executive for the year of termination and for each subsequent calendar year or portion thereof during the remainder of the Term, an amount (prorated in the case of any partial year) equal to the Cash Bonus Amount of the highest bonus received by the Executive under the Bonus Plan for any year in the three years preceding the Date of Termination, such payments to be made at the normal times for payment of bonuses under the Bonus Plan. With respect to the payments provided for in this Section 6(a)(i), the Executive shall be entitled entitled, to the extent permitted by law as determined by the Company in good faith, to participate in any compensation deferral plans or arrangements then provided by the Company to senior executives on the same basis as if he had remained an employee through the end of the Term. (ii) The To the extent permitted by law, the Company shall continue to provide the Executive through the remainder of the Term with (A) service credit under all qualified and nonqualified retirement plans and excess benefit plans and the Supplemental Retirement Benefit provided under this Agreement in which the Executive participated as of his Date of Termination and (B) eligibility to receive employer matching contributions on any pre-tax contributions made by the Executive to the Retirement Savings Plan at the maximum rate which would have been available to the Executive had his employment continued. (iii) The Company shall continue to provide Executive (and Executive's dependents, if applicable) for the period of salary continuation set forth in Section 6(a)(i)(A) above with medical, dental, accident, disability and life insurance benefits upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) as those of the applicable employee benefit plans in effect from time to time as applied to employees; provided, however, that if the Executive cannot continue to participate under the terms of the Company plans providing such benefits, the Company shall otherwise provide such benefits on (as nearly as reasonably practicable) the same after-tax basis as if continued participation had been permitted. Notwithstanding the foregoing, in the event the Executive becomes re-employed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described herein shall be secondary to such benefits during the period of the Executive's eligibility, but only to the extent that the Company reimburses the Executive for any increased cost and provides any additional benefits necessary to give the Executive the benefits provided hereunder. (iv) All stock options and restricted stock awards granted after the effective date of this Agreement pursuant to this Agreement or February 1, 1998 under the Long-Term Plan and outstanding as of the Date of Termination (other than those under which vesting is performance-based or is dependent upon the satisfaction of conditions other than continued employment) shall become immediately and fully vested. The Executive shall have up to three (3) years to exercise all such outstanding stock options following termination the Date of employmentTermination, but in no event beyond their specified term. All Type II stock options and related deferred cash incentive awards granted after the date of this Agreement pursuant to this Agreement or February 1, 1998 under the Long-Term Plan shall not terminate or be forfeited, as the case may be, but shall remain outstanding and exercisable or payable, as the case may be, as if Executive remained employed by the Company. The Chairman and Chief Executive Officer of the Company shall recommend to the HRC, with respect to any period for which Performance Goals (as defined in the Long-Term Plan) relating to such Type II stock options and deferred cash incentive awards are achieved, that the right to exercise the maximum possible number of Type II stock options be accelerated and that the maximum possible deferred cash incentive award be earned and payable to the Executive upon such exercise. The vesting of other Awards under which vesting is performance-based or is dependent upon the satisfaction of conditions other than continued employment shall be governed by the terms of the applicable award agreement. The award agreement for any Award of performance accelerated restricted stock granted during the Term shall provide that if the Executive's employment terminates due to a Without Cause Termination or a Constructive Discharge, the restricted stock shall not be forfeited, and the restrictions thereon shall lapse at the same times as if employment had continued. (v) The perquisites set forth in Paragraphs 4(e)(i), (iv) and (v) shall continue through the first anniversary of the Executive's termination Date of employmentTermination. In addition, the Company shall furnish the Executive with office space and secretarial support during the remainder of the Term or, if shorter, until the time the Executive commences full-time employment with another employer.

Without Cause Termination or Constructive Discharge. Subject to the provisions of Section 7 below, in the event the Executive's employment hereunder terminates due to either a Without Cause Termination or a Constructive Discharge: (i) Earned but unpaid Base Salary as of the Date of Termination (as defined in Section 14(b)) and any earned but unpaid bonuses for prior years (collectively, the "Accrued Obligations"), shall be payable in full, and the Company shall, as liquidated damages or severance pay, or both: (A) continue to pay the Executive's Base Salary, as in effect at the Date of Termination (as defined in Section 14(b))Termination, from the Date of Termination until the end of the Term. Moreover, if said termination occurs within 12 months from the end of the Term of this Agreement, the Company shall continue to pay the Executive's Base Salary for a period of no less than the shorter period of (1) 12 months from the Date of Termination, or (2) the Date of Termination until the time when the Executive commences full-time employment with another employer, and (B) pay to the Executive for the year of termination and for each subsequent calendar year or portion thereof during the remainder of the Term, an amount (prorated in the case of any partial year) equal to the Cash Bonus Amount of the highest bonus received by the Executive under the Bonus Plan for any year in the three years preceding the Date of Termination, such payments to be made at the normal times for payment of bonuses under the Bonus Plan. With respect to the payments provided for in this Section 6(a)(i), the Executive shall be entitled entitled, to the extent permitted by law as determined by the Company in good faith, to participate in any compensation deferral plans or arrangements then provided by the Company to senior executives on the same basis as if he had remained an employee through the end of the Term. (ii) The To the extent permitted by law, the Company shall continue to provide the Executive through the remainder of the Term with (A) service credit under all qualified and nonqualified retirement plans and excess benefit plans and the Supplemental Retirement Benefit provided under this Agreement in which the Executive participated as of his Date of Termination and (B) eligibility to receive employer matching contributions on any pre-tax contributions made by the Executive to the Retirement Savings Plan at the maximum rate which would have been available to the Executive had his employment continued. (iii) The Company shall continue to provide Executive (and Executive's dependents, if applicable) for the period of salary continuation set forth in Section 6(a)(i)(A) above with medical, dental, accident, disability and life insurance benefits upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) as those of the applicable employee benefit plans in effect from time to time as applied to employees; provided, however, that if the Executive cannot continue to participate under the terms of the Company plans providing such benefits, the Company shall otherwise provide such benefits on (as nearly as reasonably practicable) the same after-tax basis as if continued participation had been permitted. Notwithstanding the foregoing, in the event the Executive becomes re-employed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described herein shall be secondary to such benefits during the period of the Executive's eligibility, but only to the extent that the Company reimburses the Executive for any increased cost and provides any additional benefits necessary to give the Executive the benefits provided hereunder. (iv) All stock options and restricted stock awards granted after the effective date of this Agreement pursuant to this Agreement or February 1, 1998 under the Long-Term Plan and outstanding as of the Date of Termination (other than those under which vesting is performance-based or is dependent upon the satisfaction of conditions other than continued employment) shall become immediately and fully vested. The Executive shall have up to three (3) years to exercise all such outstanding stock options following termination the Date of employmentTermination, but in no event beyond their specified term. All Type II stock options and related deferred cash incentive awards granted after the date of this Agreement pursuant to this Agreement or February 1, 1998 under the Long-Term Plan shall not terminate or be forfeited, as the case may be, but shall remain outstanding and exercisable or payable, as the case may be, as if Executive remained employed by the Company. The Chairman and Chief Executive Officer of the Company shall recommend to the HRC, with respect to any period for which Performance Goals (as defined in the Long-Term Plan) relating to such Type II stock options and deferred cash incentive awards are achieved, that the right to exercise the maximum possible number of Type II stock options be accelerated and that the maximum possible deferred cash incentive award be earned and payable to the Executive upon such exercise. (v) The perquisites set forth in Paragraphs 4(e)(i), (iv) and (v) shall continue through the first anniversary of the Executive's termination of employment. In addition, the Company shall furnish the Executive with office space and secretarial support during the remainder of the Term or, if shorter, until the time the Executive commences full-time employment with another employer.such

Without Cause Termination or Constructive Discharge. Subject to the provisions of Section 7 below, in the event the Executive's ’s employment hereunder terminates due to either a Without Cause Termination or a Constructive Discharge: (i) Earned but unpaid Base Salary as of the Date of Termination (as defined in Section 14(b)) and any earned but unpaid bonuses for prior years (collectively, the "“Accrued Obligations"”), shall be payable in full, and the Company shall, as liquidated damages or severance pay, or both: (A) continue to pay the Executive's ’s Base Salary, as in effect at the Date of Termination (as defined in Section 14(b))Termination, from the Date of Termination until the end of the Term. Moreover, if said termination occurs within 12 months from the end of the Term of this Agreement, the Company shall continue to pay the Executive's ’s Base Salary for a period of no less than the shorter period of (1i) 12 months from the Date of Termination, or (2ii) the Date of Termination until the time when the Executive commences full-time employment with another employer, and (B) pay to the Executive for the year of termination and for each subsequent calendar year or portion thereof during the remainder of the Term, an amount (prorated in the case of any partial year) equal to the Cash Bonus Amount of the highest bonus received by the Executive under the Bonus Plan for any year in the three years preceding the Date of Termination, such payments to be made at the normal times for payment of bonuses under the Bonus Plan. With respect to the payments provided for in this Section 6(a)(i), the Executive shall be entitled entitled, to the extent permitted by law as determined by the Company in good faith, to participate in any compensation deferral plans or arrangements then provided by the Company to senior executives on the same basis as if he had remained an employee through the end of the Term. (ii) The To the extent permitted by law, the Company shall continue to provide the Executive through the remainder of the Term with (A) service credit under all qualified and nonqualified retirement plans and excess benefit plans and the Supplemental Retirement Benefit provided under this Agreement in which the Executive participated as of his Date of Termination and (B) eligibility to receive employer matching contributions on any pre-tax contributions made by the Executive to the Retirement Savings Plan at the maximum rate which would have been available to the Executive had his employment continued. (iii) The Company shall continue to provide Executive (and Executive's ’s dependents, if applicable) for the period of salary continuation set forth in Section 6(a)(i)(A) above with medical, dental, accident, disability and life insurance benefits upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) as those of the applicable employee benefit plans in effect from time to time as applied to employees; provided, however, that if the Executive cannot continue to participate under the terms of the Company plans providing such benefits, the Company shall otherwise provide such benefits on (as nearly as reasonably practicable) the same after-tax basis as if continued participation had been permitted. Notwithstanding the foregoing, in the event the Executive becomes re-employed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described herein shall be secondary to such benefits during the period of the Executive's ’s eligibility, but only to the extent that the Company reimburses the Executive for any increased cost and provides any additional benefits necessary to give the Executive the benefits provided hereunder. (iv) All stock options and restricted stock awards granted after the effective date of this Agreement pursuant to this Agreement or February 1, 1998 under the Long-Term Plan and outstanding as of the Date of Termination (other than those under which vesting is performance-based or is dependent upon the satisfaction of conditions other than continued employment) shall become immediately and fully vested. The Executive shall have up to three (3) years to exercise all such outstanding stock options following termination the Date of employmentTermination, but in no event beyond their specified term. All Type II stock options and related deferred cash incentive awards granted after the date of this Agreement pursuant to this Agreement or February 1, 1998 under the Long-Term Plan shall not terminate or be forfeited, as the case may be, but shall remain outstanding and exercisable or payable, as the case may be, as if Executive remained employed by the Company. The Chairman and Chief Executive Officer of the Company shall recommend to the HRC, with respect to any period for which Performance Goals (as defined in the Long-Term Plan) relating to such Type II 11 stock options and deferred cash incentive awards are achieved, that the right to exercise the maximum possible number of Type II stock options be accelerated and that the maximum possible deferred cash incentive award be earned and payable to the Executive upon such exercise. The vesting of other Awards under which vesting is performance-based or is dependent upon the satisfaction of conditions other than continued employment shall be governed by the terms of the applicable award agreement. The award agreement for any Award of performance accelerated restricted stock granted during the Term shall provide that if the Executive’s employment terminates due to a Without Cause Termination or a Constructive Discharge, the restricted stock shall not be forfeited, and the restrictions thereon shall lapse at the same times as if employment had continued. (v) The perquisites set forth in Paragraphs 4(e)(i), (iv) and (v) shall continue through the first anniversary of the Executive's termination ’s Date of employmentTermination. In addition, the Company shall furnish the Executive with office space and secretarial support during the remainder of the Term or, if shortera shorter period of time, until the time the Executive commences full-time employment with another employer.

Without Cause Termination or Constructive Discharge. Subject to the provisions of Section 7 below, in the event the Executive's ’s employment hereunder terminates due to either a Without Cause Termination or a Constructive Discharge: (i) Earned but unpaid Base Salary as of the Date of Termination (as defined in Section 14(b)) and any earned but unpaid bonuses for prior years (collectively, the "“Accrued Obligations"”), shall be payable in full, and the Company shall, as liquidated damages or severance pay, or both: (A) continue to pay the Executive's ’s Base Salary, as in effect at the Date of Termination (as defined in Section 14(b))Termination, from the Date of Termination until the end of the Term. Moreover, if said termination occurs within 12 months from the end of the Term of this Agreement, the Company shall continue to pay the Executive's ’s Base Salary for a period of no less than the shorter period of (1i) 12 months from the Date of Termination, or (2ii) the Date of Termination until the time when the Executive commences full-time employment with another employer, and (B) pay to the Executive for the year of termination and for each subsequent calendar year or portion thereof during the remainder of the Term, an amount (prorated in the case of any partial year) equal to the Cash Bonus Amount of the highest bonus received by the Executive under the Bonus Plan for any year in the three years preceding the Date of Termination, such payments to be made at the normal times for payment of bonuses under the Bonus Plan. . (i) With respect to the payments provided for in this Section 6(a)(i), the Executive shall be entitled entitled, to the extent permitted by law as determined by the Company in good faith, to participate in any compensation deferral plans or arrangements then provided by the Company to senior executives on the same basis as if he had remained an employee through the end of the Term. (ii) The To the extent permitted by law, the Company shall continue to provide the Executive through the remainder of the Term with (A) service credit under all qualified and nonqualified retirement plans and excess benefit plans and the Supplemental Retirement Benefit provided under this Agreement in which the Executive participated as of his Date of Termination and (B) eligibility to receive employer matching contributions on any pre-tax contributions made by the Executive to the Retirement Savings Plan at the maximum rate which would have been available to the Executive had his employment continued. (iii) The Company shall continue to provide Executive (and Executive's ’s dependents, if applicable) for the period of salary continuation set forth in Section 6(a)(i)(A) above with medical, dental, accident, disability and life insurance benefits upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) as those of the applicable employee benefit plans in effect from time to time as applied to employees; provided, however, that if the Executive cannot continue to participate under the terms of the Company plans providing such benefits, the Company shall otherwise provide such benefits on (as nearly as reasonably practicable) the same after-tax basis as if continued participation had been permitted. Notwithstanding the foregoing, in the event the Executive becomes re-employed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described herein shall be secondary to such benefits during the period of the Executive's ’s eligibility, but only to the extent that the Company reimburses the Executive for any increased cost and provides any additional benefits necessary to give the Executive the benefits provided hereunder. (iv) All stock options and restricted stock awards granted after the effective date of this Agreement pursuant to this Agreement or February 1, 1998 under the Long-Term Plan and outstanding as of the Date of Termination (other than those under which vesting is performance-based or is dependent upon the satisfaction of conditions other than continued employment) shall become immediately and fully vested. The Executive shall have up to three (3) years to exercise all such outstanding stock options following termination the Date of employmentTermination, but in no event beyond their specified term. All Type II stock options and related deferred cash incentive awards granted after the date of this Agreement pursuant to this Agreement or February l, 1998 under the Long-Term Plan shall not terminate or be forfeited, as the case may be, but shall remain outstanding and exercisable or payable, as the case may be, as if Executive remained employed by the Company. The Chairman and Chief Executive Officer of the Company shall recommend to the HRC, with respect to any period for which Performance Goals (as defined in the Long-Term Plan) relating to such Type II stock options and deferred cash incentive awards are achieved, that the right to exercise the maximum possible number of Type II stock options be accelerated and that the maximum possible deferred cash incentive award be earned and payable to the Executive upon such exercise. The vesting of other Awards under which vesting is performance-based or is dependent upon the satisfaction of conditions other than continued employment shall be governed by the terms of the applicable award agreement. The award agreement for any Award of performance accelerated restricted stock granted during the Term shall provide that if the Executive’s employment terminates due to a Without Cause Termination or a Constructive Discharge, the restricted stock shall not be forfeited, and the restrictions thereon shall lapse at the same times as if employment had continued. (v) The perquisites set forth in Paragraphs 4(e)(i), (iv) and (v) shall continue through the first anniversary of the Executive's termination ’s Date of employmentTermination. In addition, the Company shall furnish the Executive with office space and secretarial support during the remainder of the Term or, if shortera shorter period of time, until the time the Executive commences full-time employment with another employer.

Without Cause Termination or Constructive Discharge. Subject to the provisions of Section 7 below, in In the event the Executive's employment ’s Employment hereunder terminates due to either a Without Cause Termination or a Constructive Discharge: (i) Earned Discharge as defined in this Section 6(e), earned but unpaid Base Salary as of the Date of Termination (as defined in Section 14(b)) and any earned but unpaid bonuses for prior years (collectively, the "“Accrued Obligations"), ”) shall be payable promptly paid in full. In addition, subject to (1) the Executive’s continuing compliance with his obligations under the provisions of Section 7 below and (2) the Executive’s execution and delivery to the Company of a separation agreement, including an irrevocable general release of claims, in a form acceptable to the Company, the Executive may continue to earn the following termination benefits. (i) the Company shall, as liquidated damages or severance pay, or both: (A) continue to pay the Executive's ’s Base Salary, as in effect at the Date of Termination (as defined in Section 14(b))Termination, from the Date of Termination until the end of the Term. MoreoverIn addition, if said termination occurs subject to Executive’s continuing compliance with Section 7, with the exception of 7(e) in the event Executive’s employment hereunder terminates due to a Without Cause Termination within 12 six (6) months from of the end of the Term, the Company will continue to pay the Executive’s Base Salary after the end of the Term of this Agreement, for the Company shall continue period in which the Executive has not accepted full-time employment for up to pay the Executive's Base Salary for a period of no less than the shorter period of six (16) 12 months from after the Date of Termination, or (2) the Date of Termination until the time when the Executive commences full-time employment with another employer, ; and (B) pay to the Executive for the year of termination and for each subsequent calendar year or portion thereof year, if any, during the remainder of the Term, an amount equal to the Cash Bonus Amount as defined in this Section 6(e) of the highest annual bonus received by awarded to the Executive under the Bonus Plan for any year in the three years preceding the Date of Termination, such payments to be made at the normal times for payment of bonuses under the annual bonus plan applicable to the Executive (the “Bonus Plan”). With respect to the payments provided for in this Section 6(a)(i), the Executive shall be entitled be, entitled, to the extent permitted by law as determined by the Company in good faith, to participate in any compensation deferral plans or arrangements then provided by the Company to senior executives on the same basis as if he had remained an employee through the end of the Termexecutives. (ii) The To the extent permitted by law, the Company shall continue to provide the Executive through for the remainder period of the Term salary continuation set forth in Section 6(a)(i)(A) above with (A) service credit under all qualified and nonqualified retirement plans and excess benefit plans and the Supplemental Retirement Benefit provided under this Agreement in which the Executive participated as of his Date of Termination and (B) eligibility to receive employer matching contributions on any pre-tax contributions made by the Executive to the Retirement Savings Plan at the maximum rate which would have been available to the Executive had his employment continued. (iii) The To the extent permitted by law, the Company shall continue to provide Executive (and Executive's ’s dependents, if applicable) for the period of salary continuation set forth in Section 6(a)(i)(A) above with medical, dental, accident, disability and life insurance benefits upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) as those of the applicable employee benefit plans in effect from time to time as applied to employees; provided, however, that if the Executive cannot continue to participate under the terms of the Company plans providing such benefits, the Company shall otherwise provide such benefits on (as nearly as reasonably practicable) the same after-tax basis as if continued participation had been permitted. Notwithstanding the foregoing, in the event the Executive becomes re-employed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described herein shall be secondary to such benefits during the period of the Executive's ’s eligibility, but only to the extent that the Company reimburses the Executive for any increased cost and provides any additional benefits necessary to give the Executive the benefits provided hereunder. (iv) All stock options The Company shall provide the Executive with career counseling and restricted stock awards granted after outplacement services of the effective date of this Agreement pursuant to this Agreement or under the Long-Term Plan (other than those under which vesting is performance-based or is dependent upon the satisfaction of conditions other than continued employment) shall become immediately and fully vested. The Executive shall have up to three (3) years to exercise all such outstanding stock options following termination of employment, but in no event beyond their specified term. All Type II stock options and related deferred cash incentive awards granted after the date of this Agreement pursuant to this Agreement or under the Long-Term Plan shall not terminate or be forfeited, as the case may be, but shall remain outstanding and exercisable or payable, as the case may be, as if Executive remained employed type historically provided by the Company. The Chairman Company to similarly situated executives of comparable rank and Chief Executive Officer of the Company shall recommend to the HRC, with respect to any period for which Performance Goals (as defined in the Long-Term Plan) relating to such Type II stock options and deferred cash incentive awards are achieved, that the right to exercise the maximum possible number of Type II stock options be accelerated and that the maximum possible deferred cash incentive award be earned and payable to the Executive upon such exerciseresponsibility. (v) The perquisites set forth To the extent that the restrictions on the Third Century PARS have not lapsed at the Date of Termination, the Third Century PARS shall remain outstanding, and the restrictions thereon shall lapse in Paragraphs 4(e)(i)full at the close of business on September 30, (iv) 2006. To the extent that the restrictions on the MPWM PARS and (v) the Asset Management PARS have not lapsed at the Date of Termination, the MPWM PARS and the Asset Management PARS shall continue through remain outstanding, and the first anniversary restrictions thereon shall lapse in full at the close of business on December 31, of the Executive's termination of employment. In addition, the Company shall furnish the Executive with office space and secretarial support during the remainder seventh year of the Term or, if shorter, until PARS agreements. (vi) The restrictions on the time portion of Executive’s annual bonus(s) received under this Agreement in the Executive commences full-time employment with another employerform of an award of restricted stock lapse.