Common use of Benefits Upon a Change in Control Clause in Contracts

Benefits Upon a Change in Control. The Executive's rights upon a termination of employment that occurs following a Change in Control shall be as specified in Section 5 generally for termination of employment, except (i) the amount payable under 5(a)(i)(B) shall be three times the sum of (x) the Executive's Annual Base Salary and (y) the Target Bonus; (ii) the benefits under Section 5(a)(iv) shall be provided for three years after the Date of Termination and the Executive's eligibility (but not the time of commencement of such benefits) for retiree benefits pursuant to such plans, practices, programs and policies shall be determined as if the Executive had remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Option Award shall have vested in accordance with Section 3(d)(i); and (iv) the Executive shall be paid within 15 days after the Date of Termination, an amount equal to the excess of (A) the actuarial equivalent of the benefit under the Company's applicable qualified defined benefit retirement plan in which the Executive is participating immediately prior to his Date of Termination (the "Retirement Plan") (utilizing the rate used to determine lump sums and, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the Date of this Agreement), any SERPs in which the Executive participates and, to the extent applicable, any other defined benefit retirement arrangement between the Executive and the Company ("Other Pension Benefits") which the Executive would receive if the Executive's employment continued for three additional years beyond the Date of Termination, assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation for such deemed additional period was the Executive's Annual Base Salary as in effect immediately prior to the Date of Termination and assuming a bonus in each year during such deemed additional period equal to the Target Bonus, over (B) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan, the SERPs and Other Pension Benefits as of the Date of Termination (utilizing the rate used to determine lump sums and, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the date of this Agreement).

Benefits Upon a Change in Control. The Executive's rights upon a termination If (i) during the term of employment that occurs following this Agreement and while Executive remains an employee of the Companies, the Companies shall be subject to a Change in Control shall be as specified in Section 5 generally for termination of employment, except (i) the amount payable under 5(a)(i)(B) shall be three times the sum of (x) the Executive's Annual Base Salary and (y) the Target Bonus; (ii) within one (1) year following such Change in Control the benefits under Section 5(a)(iv) shall be provided for three years after Companies terminate the Date employment of Termination Executive involuntarily and the Executive's eligibility (but not the time of commencement of without Cause, then in such benefits) for retiree benefits pursuant to such plans, practices, programs and policies shall be determined as if the Executive had remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Option Award shall have vested in accordance with Section 3(d)(i); and (iv) the case Executive shall be paid within 15 days after entitled to receive the following: (A) Executive's unpaid Base Salary accrued through the Date of Termination, an amount equal plus (B) the maximum Bonus available to the excess of (AEmployee under SECTION 4(B) for the actuarial equivalent of the benefit under the Company's applicable qualified defined benefit retirement plan year in which the Executive is participating immediately prior to his Date of Termination (the "Retirement Plan") (utilizing the rate used to determine lump sums andtermination occurs, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the Date of this Agreement), any SERPs in which the Executive participates and, to the extent applicable, any other defined benefit retirement arrangement between the Executive and the Company ("Other Pension Benefits") which the Executive would receive if the Executive's employment continued for three additional years beyond pro-rated through the Date of Termination, assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation for such deemed additional period was the Executive's Annual plus (C) Base Salary as in effect immediately prior to payable under SECTION 4(A) for a full one (1) year period commencing on the Date of Termination and assuming a bonus in each year during Termination, such deemed additional period equal Base Salary to be paid to the Target BonusEmployee in accordance with the Companies’ normal payroll practices over the course of such additional one year period, over plus (BD) the actuarial equivalent maximum Bonus available to the Employee under SECTION 4(B) for the one (1) year period commencing on the Date of Termination, such Bonus to be paid to the Employee in accordance with the Companies’ normal payroll practices over the course of such additional one year period, and (E) to the extent required by COBRA only, continuation of group health benefits pursuant to the Companies’ standard programs or in effect at the Date of Termination, for a period of not less than 18 months (or such longer period as may be required by COBRA), provided that Executive makes the necessary conversion. If during the term of this Agreement and while Executive remains an employee of the Companies, the Companies shall be subject to a Change in Control, then in such case Executive shall be entitled to vesting of all of the Executive's actual benefit unvested Options and other options, warrants and rights relating to capital stock of the Companies which shall immediately become exercisable and the term of any such options (paid or payableincluding the Options), if any, under the Retirement Plan, the SERPs warrants and Other Pension Benefits as of the Date of Termination (utilizing the rate used to determine lump sums and, rights shall be extended to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to fifth anniversary of the date of this Agreement)such Change in Control.

Benefits Upon a Change in Control. The (a) If a Change in Control (as defined in this Agreement) occurs during the Employment Period, and an Involuntary Termination of Executive's rights upon a termination ’s employment occurs either in contemplation of employment that occurs such Change in Control1 or within twelve (12) months following a Change in Control shall be as specified in Section 5 generally for termination of employmentControl2, except then: (i) Within ten (10) days following the amount payable under 5(a)(i)(BTermination Date, the Company shall pay Executive a lump sum equal to (A) shall be three times the sum twelve (12) months of Base Compensation (xwithout giving effect to any salary reduction program then in effect), plus (B) the Executive's Annual Base Salary and (y) the Target Bonus; (ii) the benefits under Section 5(a)(iv) shall be provided for three years after the Date of Termination and the Executive's eligibility (but not the time of commencement of such benefits) for retiree benefits pursuant to such plans, practices, programs and policies shall be determined as if the Executive had remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Option Award shall have vested in accordance with Section 3(d)(i); and (iv) the Executive shall be paid within 15 days after the Date of Termination, an amount equal to the excess of (A) the actuarial equivalent average of the benefit under short-term variable compensation plan (currently the Company's applicable qualified defined benefit retirement Annual Incentive Plan, and for prior years the annual variable compensation plan called the “MBO”, and together with any future short-term variable compensation plan, collectively hereinafter referred to as the “Short Term Plan”) payments earned by the Executive over the last five (5) years in which the Executive is participating immediately prior to his Date was employed with the Company on December 31st of Termination such year (the "Retirement Plan"“Five Year Average Amount”), plus (C) a pro-rata amount (utilizing based on the rate used to determine lump sums andnumber of full months worked during the calendar year during which the Termination Date occurs) of the Five Year Average Amount. (ii) If at the Termination Date, to payment has not been made under the extent applicable, other actuarial assumptions no less favorable to the Executive than those Short Term Plan that was in effect under during the Retirement Plan immediately calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan (based on the performance results achieved under such plan), as if his employment had not been terminated. (iii) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Plan prior to the Termination Date, then the Executive will receive the benefits he qualifies for under the Executive Retiree Medical Benefit Plan or, if such plan has been terminated prior to the Termination Date, within ten (10) days following the Termination Date, the Company shall pay the Executive a lump sum amount (the “Medical Plan Payment”) equal to the present value of the benefits for which the Executive qualified prior to the termination of such plan. The present value of such benefits shall be determined actuarially based on the actual cost of replacing the benefits as of the Termination Date.3 If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Plan prior to the Termination Date, within ten (10) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive would be required to pay for the COBRA benefits selected by Executive for twelve (12) months after the Executive’s Termination Date. 1 For purposes of this Agreement, “occurring in contemplation of a Change in Control” means an Involuntary Termination occurring within one (1) month prior to an actual Change in Control. It shall also include any termination if the termination was a condition of a party other than the Company to entry into an agreement, the consummation of which would cause a Change in Control (an “Acquisition Agreement”), whether or not such person actually enters into such agreement. Finally, it shall also include any SERPs in which the Executive participates and, to the extent applicable, any other defined benefit retirement arrangement between the Executive and the Company ("Other Pension Benefits") which the Executive would receive Involuntary Termination if the Executive's employment continued actions constituting grounds for three additional years beyond Involuntary Termination were taken at the Date request or direction of Termination, assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation for such deemed additional period was the Executive's Annual Base Salary as in effect immediately prior to the Date of Termination and assuming a bonus in each year during such deemed additional period equal to the Target Bonus, over (B) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan, the SERPs and Other Pension Benefits as of the Date of Termination (utilizing the rate used to determine lump sums and, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the date of this person who has entered into an Acquisition Agreement).

Benefits Upon a Change in Control. The (a) If a Change in Control (as defined in this Agreement) occurs during the Employment Period, and an Involuntary Termination of Executive's rights upon a termination ’s employment occurs either in contemplation of employment that occurs such Change in Control1 or within twelve (12) months following a Change in Control shall be as specified in Section 5 generally for termination of employmentControl2, except then: (i) Within ten (10) days following the amount payable under 5(a)(i)(BTermination Date, the Company shall pay Executive a lump sum equal to (A) shall be three times the sum twelve (12) months of Base Compensation (xwithout giving effect to any salary reduction program currently in effect), plus (B) the Executive's Annual Base Salary and (y) the Target Bonus; (ii) the benefits under Section 5(a)(iv) shall be provided for three years after the Date of Termination and the Executive's eligibility (but not the time of commencement of such benefits) for retiree benefits pursuant to such plans, practices, programs and policies shall be determined as if the Executive had remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Option Award shall have vested in accordance with Section 3(d)(i); and (iv) the Executive shall be paid within 15 days after the Date of Termination, an amount equal to the excess of (A) the actuarial equivalent average of the benefit under short-term variable compensation plan (currently the Company's applicable qualified defined benefit retirement Annual Incentive Plan, and for prior years the annual variable compensation plan called the “MBO”, and together with any future short-term variable compensation plan, collectively hereinafter referred to as the “Short Term Plan”) payments earned by the Executive over the last five (5) years in which the Executive is participating immediately prior to his Date was employed with the Company on December 31st of Termination such year (the "Retirement Plan"“Five Year Average Amount”), plus (C) a pro-rata amount (utilizing based on the rate used to determine lump sums andnumber of full months worked during the calendar year during which the Termination Date occurs) of the Five Year Average Amount. (ii) If at the Termination Date, to payment has not been made under the extent applicable, other actuarial assumptions no less favorable to the Executive than those Short Term Plan that was in effect under during the Retirement Plan immediately calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan (based on the performance results achieved under such plan), as if his employment had not been terminated. (iii) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Plan prior to the Termination Date, then the Executive will receive the benefits he qualifies for under the Executive Retiree Medical Benefit Plan or, if such plan has been terminated prior to the Termination Date, within ten (10) days following the Termination Date, the Company shall pay the Executive a lump sum amount (the “Medical Plan Payment”) equal to the present value of the benefits for which the Executive qualified prior to the termination of such plan. The present value of such benefits shall be determined actuarially based on the actual cost of replacing the benefits as of the Termination Date.3 If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Plan prior to the 1 For purposes of this Agreement, “occurring in contemplation of a Change in Control” means an Involuntary Termination occurring within one (1) month prior to an actual Change in Control. It shall also include any termination if the termination was a condition of a party other than the Company to entry into an agreement, the consummation of which would cause a Change in Control (an “Acquisition Agreement”), whether or not such person actually enters into such agreement. Finally, it shall also include any SERPs in which the Executive participates and, to the extent applicable, any other defined benefit retirement arrangement between the Executive and the Company ("Other Pension Benefits") which the Executive would receive Involuntary Termination if the Executive's employment continued actions constituting grounds for three additional years beyond Involuntary Termination were taken at the Date request or direction of Termination, assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation for such deemed additional period was the Executive's Annual Base Salary as in effect immediately prior to the Date of Termination and assuming a bonus in each year during such deemed additional period equal to the Target Bonus, over (B) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan, the SERPs and Other Pension Benefits as of the Date of Termination (utilizing the rate used to determine lump sums and, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the date of this person who has entered into an Acquisition Agreement).

Benefits Upon a Change in Control. The Executive's ’s rights upon a termination of employment that occurs within two years following a Change in Control shall be as specified in Section 5 generally for termination of employment, except (i) the amount payable under 5(a)(i)(B) shall be three times the sum of (x) the Executive's ’s Annual Base Salary and (y) the Target Bonus; (ii) the benefits under Section 5(a)(iv) shall be provided for three years after the Date of Termination and the Executive's ’s eligibility (but not the time of commencement of such benefits) for retiree benefits pursuant to such plans, practices, programs and policies shall be determined as if the Executive had remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Option Award shall have vested in accordance with Section 3(d)(i); and (iv) the Executive shall be paid within 15 days after the Date of Termination, an amount equal to the excess of (A) the actuarial equivalent of the benefit under the Company's ’s applicable qualified defined benefit retirement plan in which the Executive is participating immediately prior to his Date of Termination (the "“Retirement Plan"”) (utilizing the rate used to determine lump sums and, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the Date of this Agreement), any SERPs in which the Executive participates and, to the extent applicable, any other defined benefit retirement arrangement between the Executive and the Company ("“Other Pension Benefits"”) which the Executive would receive if the Executive's ’s employment continued for three additional years beyond the Date of Termination, assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's ’s compensation for such deemed additional period was the Executive's ’s Annual Base Salary as in effect immediately prior to the Date of Termination and assuming a bonus in each year during such deemed additional period equal to the Target Bonus, over (B) the actuarial equivalent of the Executive's ’s actual benefit (paid or payable), if any, under the Retirement Plan, the SERPs and Other Pension Benefits as of the Date of Termination (utilizing the rate used to determine lump sums and, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the date of this Agreement).

Benefits Upon a Change in Control. The (a) If a Change in Control (as defined in this Agreement) occurs during the Employment Period, and an Involuntary Termination of Executive's rights upon a termination ’s employment occurs either in contemplation of employment that occurs such Change in Control1 or within twelve (12) months following a Change in Control shall be as specified in Section 5 generally for termination of employmentControl2, except then: (i) Within ten (10) days following the amount payable under 5(a)(i)(BTermination Date, the Company shall pay Executive a lump sum equal to (A) shall be three times the sum eighteen (18) months of Base Compensation (xwithout giving effect to any salary reduction program currently in effect), plus (B) the Executive's Annual Base Salary and (y) the Target Bonus; (ii) the benefits under Section 5(a)(iv) shall be provided for three years after the Date of Termination and the Executive's eligibility (but not the time of commencement of such benefits) for retiree benefits pursuant to such plans, practices, programs and policies shall be determined as if the Executive had remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Option Award shall have vested in accordance with Section 3(d)(i); and (iv) the Executive shall be paid within 15 days after the Date of Termination, an amount equal to the excess of (A) the actuarial equivalent average of the benefit under short-term variable compensation plan (currently the Company's applicable qualified defined benefit retirement Annual Incentive Plan, and for prior years the annual variable compensation plan called the “MBO”, and together with any future short-term variable compensation plan, collectively hereinafter referred to as the “Short Term Plan”) payments earned by the Executive over the last five (5) years in which the Executive is participating immediately prior to his Date was employed with the Company on December 31st of Termination such year (the "Retirement Plan"“Five Year Average Amount”), plus (C) a pro-rata amount (utilizing based on the rate used to determine lump sums andnumber of full months worked during the calendar year during which the Termination Date occurs) of the Five Year Average Amount. (ii) If at the Termination Date, to payment has not been made under the extent applicable, other actuarial assumptions no less favorable to the Executive than those Short Term Plan that was in effect under during the Retirement Plan immediately calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan (based on the performance results achieved under such plan), as if his employment had not been terminated. (iii) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Plan prior to the Termination Date, then the Executive will receive the benefits he qualifies for under the Executive Retiree Medical Benefit Plan or, if such plan has been terminated prior to the Termination Date, within ten (10) days following the Termination Date, the Company shall pay the Executive a lump sum amount (the “Medical Plan Payment”) equal to the present value of the benefits for which the Executive qualified prior to the termination of such plan. The present value of such benefits shall be determined actuarially based on the actual cost of replacing the benefits as of the Termination Date. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Plan prior to the Termination Date, within ten (10) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive would be required to pay for the COBRA benefits selected by Executive for twelve (12) months after the Executive’s Termination Date. 1 For purposes of this Agreement, “occurring in contemplation of a Change in Control” means an Involuntary Termination occurring within one (1) month prior to an actual Change in Control. It shall also include any termination if the termination was a condition of a party other than the Company to entry into an agreement, the consummation of which would cause a Change in Control (an “Acquisition Agreement”), whether or not such person actually enters into such agreement. Finally, it shall also include any SERPs in which the Executive participates and, to the extent applicable, any other defined benefit retirement arrangement between the Executive and the Company ("Other Pension Benefits") which the Executive would receive Involuntary Termination if the Executive's employment continued actions constituting grounds for three additional years beyond Involuntary Termination were taken at the Date request or direction of Termination, assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation for such deemed additional period was the Executive's Annual Base Salary as in effect immediately prior to the Date of Termination and assuming a bonus in each year during such deemed additional period equal to the Target Bonus, over (B) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan, the SERPs and Other Pension Benefits as of the Date of Termination (utilizing the rate used to determine lump sums and, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the date of this person who has entered into an Acquisition Agreement).

Benefits Upon a Change in Control. The (a) If a Change in Control (as defined in this Agreement) occurs during the Employment Period, and an Involuntary Termination of Executive's rights upon a termination ’s employment occurs either in contemplation of employment that occurs such Change in Control1 or within twelve (12) months following a Change in Control shall be as specified in Section 5 generally for termination of employmentControl2, except then: (i) Within ten (10) days following the amount payable under 5(a)(i)(BTermination Date, the Company shall pay Executive a lump sum equal to (A) shall be three times the sum eighteen (18) months of Base Compensation (xwithout giving effect to any salary reduction program currently in effect), plus (B) the Executive's Annual Base Salary and (y) the Target Bonus; (ii) the benefits under Section 5(a)(iv) shall be provided for three years after the Date of Termination and the Executive's eligibility (but not the time of commencement of such benefits) for retiree benefits pursuant to such plans, practices, programs and policies shall be determined as if the Executive had remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Option Award shall have vested in accordance with Section 3(d)(i); and (iv) the Executive shall be paid within 15 days after the Date of Termination, an amount equal to the excess of (A) the actuarial equivalent average of the benefit under short-term variable compensation plan (currently the Company's applicable qualified defined benefit retirement Annual Incentive Plan, and for prior years the annual variable compensation plan called the “MBO”, and together with any future short-term variable compensation plan, collectively hereinafter referred to as the “Short Term Plan”) payments earned by the Executive over the last five (5) years in which the Executive is participating immediately prior to his Date was employed with the Company on December 31st of Termination such year (the "Retirement Plan"“Five Year Average Amount”), plus (C) a pro-rata amount (utilizing based on the rate used to determine lump sums andnumber of full months worked during the calendar year during which the Termination Date occurs) of the Five Year Average Amount. (ii) If at the Termination Date, to payment has not been made under the extent applicable, other actuarial assumptions no less favorable to the Executive than those Short Term Plan that was in effect under during the Retirement Plan immediately calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan (based on the performance results achieved under such plan), as if his employment had not been terminated. (iii) The Executive will receive the benefits he qualifies for under the Executive Retiree Medical Benefit Plan, or if such plan has been terminated prior to the Termination Date, within ten (10) days following the Termination Date the Company shall pay the Executive a lump sum amount (the “Medical Plan Payment”) equal to the present value of the benefits for which the Executive qualified prior to the termination of such plan. The present value of such benefits shall be determined actuarially based on the actual cost of replacing the benefits as of the Termination Date. (iv) The unvested portion(s) of any stock options/Restricted Stock Units (“RSUs”) that were granted to Executive prior to the Change in Control shall automatically be accelerated in full so as to become completely vested as of the Termination Date; the stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms, or unless they are exchanged for cash in connection with any Change in Control. The Company will issue the shares underlying the RSUs within ten (10) days of the Termination Date. 1 For purposes of this Agreement, “occurring in contemplation of a Change in Control” means an Involuntary Termination occurring within one (1) month prior to an actual Change in Control. It shall also include any termination if the termination was a condition of a party other than the Company to entry into an agreement, the consummation of which would cause a Change in Control (an “Acquisition Agreement”), whether or not such person actually enters into such agreement. Finally, it shall also include any SERPs in which the Executive participates and, to the extent applicable, any other defined benefit retirement arrangement between the Executive and the Company ("Other Pension Benefits") which the Executive would receive Involuntary Termination if the Executive's employment continued actions constituting grounds for three additional years beyond Involuntary Termination were taken at the Date request or direction of Termination, assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation for such deemed additional period was the Executive's Annual Base Salary as in effect immediately prior to the Date of Termination and assuming a bonus in each year during such deemed additional period equal to the Target Bonus, over (B) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan, the SERPs and Other Pension Benefits as of the Date of Termination (utilizing the rate used to determine lump sums and, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the date of this person who has entered into an Acquisition Agreement).

Benefits Upon a Change in Control. Upon the occurrence of a Change in Control during the Employment Period, the Stock Award shall continue in effect and vest (or be forfeited) in accordance with provisions of this Agreement as though no Change in Control had occurred, except that, as appropriate, the shares of Stock of the Stock Award shall be treated the same as all other shares of Stock of Enterprise. The Executive's rights upon a termination of employment that occurs following a Change in Control shall be as specified in Section 5 generally for termination of employment, except (i) the amount payable under 5(a)(i)(B) shall be three times the sum of (x) the Executive's Annual Base Salary and (y) the Target Bonus; (ii) the benefits under Section 5(a)(iv) shall be provided for three years after the Date of Termination and the Executive's eligibility (but not the time of commencement of such benefits) for retiree benefits pursuant to such plans, practices, programs and policies shall be determined as if the Executive had remained employed until three years after the Date of Termination and to have retired on the last day of such period; , and (iii) the Option Award shall have vested in accordance with Section 3(d)(i); and (iv) the Executive shall be paid within 15 days after the Date of Termination, an amount equal to the excess of (A) the actuarial equivalent of the benefit under the Company's applicable qualified defined benefit retirement plan in which the Executive is participating immediately prior to his Date of Termination (the "Retirement Plan") (utilizing the rate used to determine lump sums and, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the Date of this Agreement), any SERPs in which the Executive participates and, to the extent applicable, any other defined benefit retirement arrangement between the Executive and the Company ("Other Pension Benefits") which the Executive would receive if the Executive's employment continued for three additional years beyond the Date of Termination, assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation for such deemed additional period was the Executive's Annual Base Salary as in effect immediately prior to the Date of Termination and assuming a bonus in each year during such deemed additional period equal to the Target Bonus, over (B) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan, the SERPs and Other Pension Benefits as of the Date of Termination (utilizing the rate used to determine lump sums and, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the date of this Agreement).

Benefits Upon a Change in Control. The Executive's rights upon a termination of employment that occurs following a Change in Control shall be as specified in Section 5 generally for termination of employment, except (i) the amount payable under 5(a)(i)(B) shall be three times the sum of (x) the Executive's Annual Base Salary and (y) the Target Bonus; (ii) the benefits under Section 5(a)(iv) shall be provided for three years after the Date of Termination and the Executive's eligibility (but not the time of commencement of such benefits) for retiree benefits pursuant to such plans, practices, programs and policies shall be determined as if the Executive had remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Option Retention Award shall have vested in accordance with Section 3(d)(i3(d)(iii); and (iv) the Executive shall be paid within 15 days after the Date of Termination, an amount equal to the excess of (A) the actuarial equivalent of the benefit under the Company's applicable qualified defined benefit retirement plan in which the Executive is participating immediately prior to his Date of Termination (the "Retirement Plan", including, for this purpose, a 35% retirement benefit under the Limited Supplemental Benefits Plan, as provided in Section 3(f)(iv)) (utilizing the rate used to determine lump sums and, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the Date of this Agreement), any SERPs in which the Executive participates and, to the extent applicable, any other defined benefit retirement arrangement between the Executive and the Company ("Other Pension Benefits") which the Executive would receive if the Executive's employment continued for three additional years beyond the Date of Termination, assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation for such deemed additional period was the Executive's Annual Base Salary as in effect immediately prior to the Date of Termination and assuming a bonus in each year during such deemed additional period equal to the Target Bonus, over (B) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan, the SERPs and Other Pension Benefits as of the Date of Termination (utilizing the rate used to determine lump sums and, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the date of this Agreement).

Benefits Upon a Change in Control. The (a) If a Change in Control (as defined in this Agreement) occurs during the Employment Period, and an Involuntary Termination of Executive's rights upon ’s employment occurs on or after the date of the initial public announcement of such Change in Control but before the earlier of (a) the initial public announcement that the Change in Control will not occur and (b) the date that is eighteen (18) months following a termination Change in Control1 (the “Change in Control Protection Period”), then: (i) Within sixty (60) days following the Termination Date, the Company shall pay Executive a lump sum equal to (A) eighteen (18) months of Base Compensation (without giving effect to any salary reduction program then in effect), plus (B) the product of (x) one hundred and fifty percent (150%) and (y) an amount equal to the average of the annual short-term variable compensation program (currently the Annual Incentive Program, and together with any future short-term variable compensation program, collectively hereinafter referred to as the “Short Term Program”) payments earned by the Executive over the last five (5) years in which the Executive was employed with the Company on December 31st of such year (the “Five-Year Average Amount”2), plus (C) a pro-rata amount (based on the number of full calendar months worked during the calendar year during which the Termination Date occurs) of the Five-Year Average Amount. (ii) If at the Termination Date, payment has not been made under the Short Term Program that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year program (based on the performance results achieved under such program), as if his employment had not been terminated. ____________ 1For purposes of clarity, the Change in Control Protection Period prior to a Change in Control applies to a Termination Date (as defined in Section 7(d) for an Involuntary Termination) that occurs is scheduled to occur on or after the date of the initial public announcement of a Change in Control but prior to the date of such Change in Control. In addition, the Change in Control Protection Period following a Change in Control shall be as specified in Section 5 generally for termination applies to a notice of employment, except the Involuntary Termination (i) the amount payable under 5(a)(i)(B) shall be three times the sum of (x) the Executive's Annual Base Salary and (y) the Target Bonus; (ii) the benefits under Section 5(a)(iv) shall be provided for three years after the Date of Termination and the Executive's eligibility (but not the time of commencement of such benefits) for retiree benefits pursuant to such plans, practices, programs and policies shall be determined as if the Executive had remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Option Award shall have vested in accordance with Section 3(d)(i9) that is given or received by the Company, as applicable, within eighteen (18) months following the Change in Control. 2If the Executive received a partial year Short Term Program payment in any year included in the Five-Year Average Amount due to being a new hire, such partial year payment shall be annualized for purposes of the calculation of the Five-Year Average Amount. If the Executive has been employed with the Company for less than five years (or partial years); and (iv) , the average shall be computed based on such fewer number of years. Any guaranteed bonus payment paid to the Executive shall be paid within 15 included in the calculation of the Five-Year Average Amount, unless such payment was a one-time event (such as a sign-on or special bonus for a new hire). (iii) Within sixty (60) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive would be required to pay for the COBRA benefits selected by Executive for twelve (12) months after the Executive’s Termination Date if Executive has provided less than twenty (20) years of Termination, an amount equal service to the excess ofCompany and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) or more years of service to the Company. All Company 401(k) Plan benefits, Elective Deferred Compensation Plan benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with the terms of such plans and benefits. (Aiv) Except as provided in Section 5(f) below, the actuarial equivalent unvested portion(s) of the benefit under the Company's applicable qualified defined benefit retirement plan in any stock options/Restricted Stock Units (“RSUs”), which the are solely service based, that were granted to Executive is participating immediately prior to his Date of Termination (the "Retirement Plan") (utilizing the rate used to determine lump sums and, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the Date of this Agreement), any SERPs Change in which the Executive participates and, Control shall automatically be accelerated in full so as to the extent applicable, any other defined benefit retirement arrangement between the Executive and the Company ("Other Pension Benefits") which the Executive would receive if the Executive's employment continued for three additional years beyond the Date of Termination, assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation for such deemed additional period was the Executive's Annual Base Salary as in effect immediately prior to the Date of Termination and assuming a bonus in each year during such deemed additional period equal to the Target Bonus, over (B) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan, the SERPs and Other Pension Benefits become completely vested as of the Termination Date. The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms or unless they are exchanged for cash in connection with any Change in Control. The Company will issue the shares underlying the RSUs within sixty (60) days of the Termination Date. (utilizing b) In the rate used to determine lump sums andevent of a Change in Control, to for any long-term cash-based variable compensation program (although none currently, any future long-term cash-based variable compensation program, hereinafter the extent applicable“Long-Term Cash Program”), other actuarial assumptions no less favorable to awards outstanding (which may include more than one Long-Term Cash Program performance cycle) at the Executive than those time of the Change in effect Control, performance cycles under the Retirement Plan immediately prior to such programs shall cease as of the date of this Agreementthe Change in Control. The Company shall pay Executive, subject to the payout dates and restrictions below, all accrued amounts as of the last full completed quarter as of the date of the Change in Control, under each performance cycle of such program, plus the Remaining Target Amount for each performance cycle under each such program (together, the “Payment Amounts”). The Remaining Target Amount shall equal, for each performance cycle under each program, the target amount multiplied by the number of quarters in the performance cycle that end after the time of the Change in Control, divided by the total number of quarters in the full performance cycle. Payment shall be made at the times specified below, and pending payment, the Company shall hold such amount in a book account for the Executive.

Benefits Upon a Change in Control. The (a) If a Change in Control (as defined in this Agreement) occurs during the Employment Period, and an Involuntary Termination of Executive's rights upon a termination ’s employment occurs either in contemplation of employment that occurs such Change in Control1 or within twelve (12) months following a Change in Control shall be as specified in Section 5 generally for termination of employmentControl2, except then: (i) Within ten (10) days following the amount payable under 5(a)(i)(BTermination Date, the Company shall pay Executive a lump sum equal to (A) shall be three times the sum twelve (12) months of Base Compensation (xwithout giving effect to any salary reduction program then in effect), plus (B) the Executive's Annual Base Salary and (y) the Target Bonus; (ii) the benefits under Section 5(a)(iv) shall be provided for three years after the Date of Termination and the Executive's eligibility (but not the time of commencement of such benefits) for retiree benefits pursuant to such plans, practices, programs and policies shall be determined as if the Executive had remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Option Award shall have vested in accordance with Section 3(d)(i); and (iv) the Executive shall be paid within 15 days after the Date of Termination, an amount equal to the excess of (A) the actuarial equivalent average of the benefit under short-term variable compensation plan (currently the Company's applicable qualified defined benefit retirement plan Annual Incentive Plan, and together with any future short-term variable compensation plan, collectively hereinafter referred to as the “Short Term Plan”) payments earned by the Executive over the last five (5) years in which the Executive is participating immediately was employed with the Company on December 31st of such year (the “Five Year Average Amount”3), plus (C) a pro-rata amount (based on the number of full months worked during the calendar year during which the Termination Date occurs) of the Five Year Average Amount. 1 For purposes of this Agreement, “occurring in contemplation of a Change in Control” means an Involuntary Termination occurring within one (1) month prior to his an actual Change in Control. It shall also include any termination if the termination was a condition of a party other than the Company to entry into an agreement, the consummation of which would cause a Change in Control (an “Acquisition Agreement”), whether or not such person actually enters into such agreement. Finally, it shall also include any Involuntary Termination if the actions constituting grounds for Involuntary Termination were taken at the request or direction of a person who has entered into an Acquisition Agreement. 2 For purposes of clarity, (1) the Termination Date of Termination (the "Retirement Plan"as defined in Section 7(d)) (utilizing the rate used to determine lump sums and, applicable to the extent Involuntary Termination must occur in contemplation of a Change in Control or (2) notice of the Involuntary Termination, in accordance with Section 9, must be given or received by the Company, as applicable, other actuarial assumptions no within twelve (12) months following the Change in Control. 3 If the Executive received a partial year Short Term Plan payment in any year included in the Five Year Average Amount due to being a new hire, such partial year payment shall be annualized for purposes of the calculation of the Five Year Average Amount. If the Executive has been employed with the Company for less favorable than five years (or partial years), the average shall be computed based on such fewer number of years. Any guaranteed bonus payment paid to the Executive than those shall be included in the calculation of the Five Year Average Amount, unless such payment was a one-time event (such as a sign-on or special bonus for a new hire). (ii) If at the Termination Date, payment has not been made under the Short Term Plan that was in effect under during the Retirement Plan immediately calendar year prior to the Date of this Agreement), any SERPs year in which the Executive participates andTermination Date occurs, to the extent applicable, any other defined benefit retirement arrangement between the Executive and the Company shall pay the Executive, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan ("Other Pension Benefits"based on the performance results achieved under such plan), as if his employment had not been terminated. (iii) which Within ten (10) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive would receive if be required to pay for the COBRA benefits selected by Executive for twelve (12) months after the Executive's employment continued for three additional years beyond the Date ’s Termination Date. (iv) The unvested portion(s) of Termination, assuming for this purpose any stock options/Restricted Stock Units (“RSUs”) that all accrued benefits are fully vested, and, assuming that the Executive's compensation for such deemed additional period was the Executive's Annual Base Salary as in effect immediately were granted to Executive prior to the Date of Termination and assuming a bonus Change in each year during such deemed additional period equal Control shall automatically be accelerated in full so as to the Target Bonus, over (B) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan, the SERPs and Other Pension Benefits become completely vested as of the Termination Date. The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms or unless they are exchanged for cash in connection with any Change in Control. The Company will issue the shares underlying the RSUs within ten (10) days of the Termination Date. (utilizing b) In the rate used to determine lump sums andevent of a Change in Control, to for any long-term cash-based variable compensation plan portion of the extent applicableLong-Term Incentive Plan, other actuarial assumptions no less favorable to (hereinafter the Executive than those in effect “Long Term Cash Plan”) awards outstanding (which currently would include two Long Term Cash Plan performance cycles under the Retirement Plan immediately prior to plan as currently structured) at the time of the Change in Control, performance cycles under such plans shall cease as of the date of this Agreementthe Change in Control. The Company shall pay Executive, subject to the payout dates and restrictions below, all accrued amounts as of the last full completed quarter as of the date of the Change in Control, under each performance cycle of such plan, plus the Remaining Target Amount for each performance cycle under each such plan (together, the “Payment Amounts”). The Remaining Target Amount shall equal, for each performance cycle under each plan, the target amount multiplied by the number of quarters in the performance cycle that end after the time of the Change in Control, divided by the total number of quarters in the full performance cycle. Payment shall be made at the times specified below, and pending payment, the Company shall hold such amount in a book account for the Executive.