Common use of Change in Control Severance Benefits Clause in Contracts

Change in Control Severance Benefits. Subject to the provisions of Section 7.3(c), if, in anticipation of (as defined below) or within a two (2) year period following the occurrence of a Change in Control, the Company terminates the Executive's employment without Cause, or the Executive terminates his employment for Good Reason, then the Executive shall be entitled to the following benefits (the "Change in Control Severance Benefits"): (A) the sum of his Accrued Obligations, that amount being payable in a single lump sum cash payment within thirty (30) days of the Date of Termination; (B) a cash amount equal to twenty-four (24) times the sum of (1) one-twelfth (1/12) of the Executive's Base Salary at the highest rate in effect at any time during the twelve (12)-month period prior to the Date of Termination, and (2) one-twelfth (1/12) of the Executive's Average Bonus, that total amount being payable in a single lump sum cash payment within thirty (30) days of the Date of Termination; (C) all welfare benefits, including (to the extent applicable) medical, dental, vision, life and disability benefits pursuant to plans maintained by the Company under which the Executive and/or the Executive's family is eligible to receive benefits and/or coverage, shall be continued for the twenty-four (24) month period following the Date of Termination, with such benefits provided to the Executive at no less than the same coverage level as in effect as of the Date of Termination and the Executive shall pay any portion of such cost as was required to be borne by key executives of the Company generally on the Date of Termination; provided, however, that, notwithstanding the foregoing, the benefits described in this Section 7.3(b)(i)(C) may be discontinued prior to the end of the period provided in this Subsection (C) to the extent, but only to the extent, that the Executive receives substantially similar benefits from a subsequent employer; (D) key executive outplacement services in accordance with Company policies for senior executives as in effect on the Date of Termination (or, at the request of the Executive, a lump sum payment in lieu thereof, in an amount determined by the Company to be equal to the estimated cost of those services); (E) notwithstanding any provisions of any applicable stock option plan and agreement(s) to the contrary, all unexercised stock options held by the Executive as of the Date of Termination shall become fully vested and shall be immediately exercisable by the Executive; and (F) notwithstanding any provisions of the Supplemental Executive Retirement Plan ("SERP") in which the Executive is a participant to the contrary, the Executive shall be deemed fully vested and entitled to an immediate lump sum distribution of his benefit under the SERP, calculated as if the Executive had been employed during the twenty-four (24) month period following the Date of Termination and had received compensation as provided under Section 3 for that period.

Change in Control Severance Benefits. Subject to the provisions of Section 7.3(c), if, in anticipation of (as defined below) or within a two (2) year period following the occurrence of a Change in Control, the Company terminates the Executive's ’s employment without Cause, or the Executive terminates his employment for Good Reason, then the Executive shall be entitled to the following benefits (the "“Change in Control Severance Benefits"”): (A) the sum of his Accrued Obligations, that amount being payable in a single lump sum cash payment within thirty (30) days of the Date of Termination; (B) a cash amount equal to twenty-four (24) times the sum of (1) one-twelfth (1/12) of the Executive's ’s Base Salary at the highest rate in effect at any time during the twelve (12)-month period prior to the Date of Termination, and (2) one-twelfth (1/12) of the Executive's ’s Average Bonus, that total amount being payable in a single lump sum cash payment within thirty (30) days of the Date of Termination; (C) all welfare benefits, including (to the extent applicable) medical, dental, vision, life and disability benefits pursuant to plans maintained by the Company under which the Executive and/or the Executive's ’s family is eligible to receive benefits and/or coverage, shall be continued for the twenty-four (24) month period following the Date of Termination, with such benefits provided to the Executive at no less than the same coverage level as in effect as of the Date of Termination and the Executive shall pay any portion of such cost as was required to be borne by key executives of the Company generally on the Date of Termination; provided, however, that, notwithstanding the foregoing, the benefits described in this Section 7.3(b)(i)(C) may be discontinued prior to the end of the period provided in this Subsection (C) to the extent, but only to the extent, that the Executive receives substantially similar benefits from a subsequent employer; (D) key executive outplacement services in accordance with Company policies for senior executives as in effect on the Date of Termination (or, at the request of the Executive, a lump sum payment in lieu thereof, in an amount determined by the Company to be equal to the estimated cost of those services); (E) notwithstanding any provisions of any applicable stock option plan and agreement(s) to the contrary, all unexercised stock options held by the Executive as of the Date of Termination shall become fully vested and shall be immediately exercisable by the ExecutiveExecutive pursuant to the provisions of the applicable plan and agreement(s); and (F) notwithstanding any provisions of the Supplemental Executive Retirement Plan ("“SERP"”) in which the Executive is or may be a participant to the contrary, the Executive shall be deemed fully vested and entitled to an immediate lump sum distribution of his benefit under the SERP, calculated as if the Executive had been employed during the twenty-four (24) month period following the Date of Termination and had received compensation as provided under Section 3 for that period.

Change in Control Severance Benefits. Subject to the provisions of Section 7.3(c), if, in anticipation of (as defined below) or within a two (2) year period following the occurrence of a Change in Control, the Company terminates the Executive's employment without Cause, or the Executive terminates his employment for Good Reason, then the Executive shall be entitled to the following benefits (the "Change in Control Severance Benefits"): (A) the sum of his Accrued Obligations, that amount being payable in a single lump sum cash payment within thirty (30) days of the Date of Termination; (B) a cash amount equal to twenty-four (24) 2.99 times the sum of (1) one-twelfth (1/12) of the Executive's annual Base Salary at the highest rate in effect at any time during the twelve (12)-month period prior to the Date of Termination, and (2) one-twelfth (1/12) of the Executive's Average Bonus, that total amount being payable in a single lump sum cash payment within thirty (30) days of the Date of Termination; (C) all welfare benefits, including (to the extent applicable) medical, dental, vision, life and disability benefits pursuant to plans maintained by the Company under which the Executive and/or the Executive's family is eligible to receive benefits and/or coverage, shall be continued for the twentythirty-four six (2436) month period following the Date of Termination, with such benefits provided to the Executive at no less than the same coverage level as in effect as of the Date of Termination and the Executive shall pay any portion of such cost as was required to be borne by key executives of the Company generally on the Date of Termination; provided, however, that, notwithstanding the foregoing, the benefits described in this Section 7.3(b)(i)(C) may be discontinued prior to the end of the period provided in this Subsection (C) to the extent, but only to the extent, that the Executive receives substantially similar benefits from a subsequent employer; (D) key executive outplacement services in accordance with Company policies for senior executives as in effect on the Date of Termination (or, at the request of the Executive, a lump sum payment in lieu thereof, in an amount determined by the Company to be equal to the estimated cost of those services); (E) notwithstanding any provisions of any applicable stock option plan and agreement(s) to the contrary, all outstanding unexercised stock options and restricted stock held by the Executive as of the Date of Termination shall become fully vested and shall be immediately exercisable by the Executive; andExecutive pursuant to the provisions of the applicable plan and agreement(s); (F) notwithstanding any provisions of the Supplemental Executive Retirement Plan ("SERP") in which the Executive is or may be a participant to the contrary, the Executive shall be deemed fully vested and entitled to an immediate lump sum distribution of his benefit under the SERP, calculated as if the Executive had been employed during the twentythirty-four six (2436) month period following the Date of Termination and had received compensation as provided under Section 3 for that period; (G) the benefits set forth under Section 7.5; and (H) any accrued and vested benefits under any employee benefits plans or programs.

Change in Control Severance Benefits. Subject to the provisions of Section 7.3(c), if, in anticipation of (as defined below) or within a two (2) year period following the occurrence of a Change in Control, the Company terminates the Executive's ’s employment without Cause, or the Executive terminates his employment for Good Reason, then the Executive shall be entitled to the following benefits (the "“Change in Control Severance Benefits"”): (A) the sum of his Accrued Obligations, that amount being payable in a single lump sum cash payment within thirty (30) days of the Date of Termination; (B) a cash amount equal to twenty-four (24) times the sum of (1) one-twelfth (1/12) of the Executive's ’s Base Salary at the highest rate in effect at any time during the twelve (12)-month period prior to the Date of Termination, and (2) one-twelfth (1/12) of the Executive's ’s Average Bonus, that total amount being payable in a single lump sum cash payment within thirty (30) days of the Date of Termination; (C) all welfare benefits, including (to the extent applicable) medical, dental, vision, life and disability benefits pursuant to plans maintained by the Company under which the Executive and/or the Executive's ’s family is eligible to receive benefits and/or coverage, shall be continued for the twenty-four (24) month period following the Date of Termination, with such benefits provided to the Executive at no less than the same coverage level as in effect as of the Date of Termination and the Executive shall pay any portion of such cost as was required to be borne by key executives of the Company generally on the Date of Termination; provided, however, that, notwithstanding the foregoing, the benefits described in this Section 7.3(b)(i)(C) may be discontinued prior to the end of the period provided in this Subsection (C) to the extent, but only to the extent, that the Executive receives substantially similar benefits from a subsequent employer; (D) key executive outplacement services in accordance with Company policies for senior executives as in effect on the Date of Termination (or, at the request of the Executive, a lump sum payment in lieu thereof, in an amount determined by the Company to be equal to the estimated cost of those services); (E) notwithstanding any provisions of any applicable stock option plan and agreement(s) to the contrary, all unexercised stock options held by the Executive as of the Date of Termination shall become fully vested and shall be immediately exercisable by the Executive; andExecutive pursuant to the provisions of the applicable plan and agreement(s); (F) notwithstanding any provisions of the Supplemental Executive Retirement Plan ("“SERP"”) in which the Executive is or may be a participant to the contrary, the Executive shall be deemed fully vested and entitled to an immediate lump sum distribution of his benefit under the SERP, calculated as if the Executive had been employed during the twenty-four (24) month period following the Date of Termination and had received compensation as provided under Section 3 for that period; and (G) any accrued and vested benefits under any employee benefits plans or programs.

Change in Control Severance Benefits. Subject If (1) Executive’s employment with the Company is terminated during the Term by the Company without Cause (and other than due to the provisions of Section 7.3(c), if, in anticipation of (as defined belowExecutive’s death or Disability) or within a two by Executive for Good Reason, and (2) year such termination of employment occurs at any time during the period following commencing three (3) months before the occurrence of a Change in Control, the Company terminates the Executive's employment without Cause, or the Executive terminates his employment for Good ReasonControl Event and ending twelve (12) months after such Change in Control Event, then the Executive shall be entitled to payment of the Accrued Obligations and, subject to Section 6(c), the following severance benefits, such benefits (to be paid at the "Change times and in Control Severance Benefits"the manner provided in Section 6(d): (Ai) a cash payment equal to (i) 2.0, multiplied by (ii) the sum of his Accrued Obligations, that amount being payable in a single lump sum cash payment within thirty (30x) days Executive’s highest annualized rate of the Date of Termination; (B) a cash amount equal to twenty-four (24) times the sum of (1) one-twelfth (1/12) of the Executive's Base Salary at the highest rate in effect at any time during in the twelve (12)-month one year period prior to the Date of Terminationpreceding Executive’s Separation from Service, and (2y) one-twelfth (1/12) of the Executive's Average Bonus, that total amount being payable in a single lump sum cash payment within thirty (30) days of the Date of Termination; (C) all welfare benefits, including (to the extent applicable) medical, dental, vision, life and disability benefits pursuant to plans maintained by the Company under which the Executive and/or the Executive's family is eligible to receive benefits and/or coverage, shall be continued ’s Target Annual Bonus for the twenty-four (24) month period following the Date of Termination, with such benefits provided to the Executive at no less than the same coverage level as Company’s fiscal year in effect as of the Date of Termination and the Executive shall pay any portion of such cost as was required to be borne by key executives of the Company generally on the Date of Termination; provided, however, that, notwithstanding the foregoing, the benefits described in this Section 7.3(b)(i)(C) may be discontinued prior to the end of the period provided in this Subsection (C) to the extent, but only to the extent, that the Executive receives substantially similar benefits which Executive’s Separation from a subsequent employer; (D) key executive outplacement services in accordance with Company policies for senior executives as in effect on the Date of Termination Service occurs (or, at if there is then no such target bonus opportunity, the request of the Executive, a lump sum payment in lieu thereof, in an amount determined average Annual Bonus paid by the Company to be Executive for the last three full fiscal years of the Company prior to Executive’s Separation from Service). (ii) a cash payment equal to the estimated cost of those servicesamount determined under Section 6(b)(iii);, subject to the conditions and limitations set forth in such section. (Eiii) notwithstanding any provisions payment or reimbursement of Executive’s costs for outplacement services as provided in Section 6(b)(iv), subject to the conditions and limitations set forth in such section. If Executive is otherwise entitled to receive benefits under both Section 6(b) or Section 7 above and this Section 10(a), Executive shall receive the benefits provided in this Section 10(a) and not the benefits provided in Section 6(b) or Section 7. If Executive has previously commenced receiving benefits under Section 6(b) or Section 7, and then becomes entitled to benefits under this Section 10(a) due to a Change in Control Event that follows Executive’s termination, Executive shall receive severance benefits under this Section 10(a) less the amount of any applicable stock option plan severance benefits theretofore provided pursuant to Section 6(b) or Section 7, and agreement(s) to the contrary, all unexercised stock options held by the Executive as of the Date of Termination shall become fully vested and shall be immediately exercisable by the Executive; and (F) notwithstanding any provisions of the Supplemental Executive Retirement Plan ("SERP") in which the Executive is a participant to the contrary, the Executive shall thereafter not be deemed fully vested and entitled to an immediate lump sum distribution of his benefit under the SERP, calculated as if the Executive had been employed during the twenty-four (24any severance benefits otherwise due pursuant to Section 6(b) month period following the Date of Termination and had received compensation as provided under or Section 3 for that period7.

Change in Control Severance Benefits. Subject to the provisions of Section 7.3(c), if, in anticipation of (as defined below) or within a two (2) year period following the occurrence of a Change in Control, the Company terminates the Executive's employment without Cause, or the Executive terminates his employment for Good Reason, then the Executive shall be entitled to the following benefits (the "Change in Control Severance Benefits"): (A) the sum of his Accrued Obligations, that amount being payable in a single lump sum cash payment within thirty (30) days of the Date of Termination; (B) a cash amount equal to twenty-four (24) times the sum of (1) one-twelfth (1/12) of the Executive's Base Salary at the highest rate in effect at any time during the twelve (12)-month period prior to the Date of Termination, and (2) one-twelfth (1/12) of the Executive's Average Bonus, that total amount being payable in a single lump sum cash payment within thirty (30) days of the Date of Termination; (C) all welfare benefits, including (to the extent applicable) medical, dental, vision, life and disability benefits pursuant to plans maintained by the Company under which the Executive and/or the Executive's family is eligible to receive benefits and/or coverage, shall be continued for the twenty-four (24) month period following the Date of Termination, with such benefits provided to the Executive at no less than the same coverage level as in effect as of the Date of Termination and the Executive shall pay any portion of such cost as was required to be borne by key executives of the Company generally on the Date of Termination; provided, however, that, notwithstanding the foregoing, the benefits described in this Section 7.3(b)(i)(C) may be discontinued prior to the end of the period provided in this Subsection (C) to the extent, but only to the extent, that the Executive receives substantially similar benefits from a subsequent employer; (D) key executive outplacement services in accordance with Company policies for senior executives as in effect on the Date of Termination (or, at the request of the Executive, a lump sum payment in lieu thereof, in an amount determined by the Company to be equal to the estimated cost of those services); (E) notwithstanding any provisions of any applicable stock option plan and agreement(s) to the contrary, all unexercised stock options and restricted stock held by the Executive as of the Date of Termination shall become fully vested and shall be immediately exercisable by the Executive; andExecutive pursuant to the provisions of the applicable plan and agreement(s); (F) notwithstanding any provisions of the Supplemental Executive Retirement Plan ("SERP") in which the Executive is or may be a participant to the contrary, the Executive shall be deemed fully vested and entitled to an immediate lump sum distribution of his benefit under the SERP, calculated as if the Executive had been employed during the twenty-four (24) month period following the Date of Termination and had received compensation as provided under Section 3 for that period; and (G) any accrued and vested benefits under any employee benefits plans or programs.

Change in Control Severance Benefits. Subject to the provisions of Section 7.3(c), if, in anticipation of (as defined below) or within a two (2) year period following the occurrence of a Change in Control, the Company terminates the Executive's employment without Cause, or the Executive terminates his employment for Good Reason, then the Executive shall be entitled to the following benefits (the "Change in Control Severance Benefits"): (A) the sum of his Accrued Obligations, that amount being payable in a single lump sum cash payment within thirty (30) days of the Date of Termination; (B) a cash amount equal to twenty-four (24) 2.99 times the sum of (1) one-twelfth (1/12) of the Executive's annual Base Salary at the highest rate in effect at any time during the twelve (12)-month period prior to the Date of Termination, and (2) one-twelfth (1/12) of the Executive's Average Bonus, that total amount being payable in a single lump sum cash payment within thirty (30) days of the Date of Termination; (C) all welfare benefits, including (to the extent applicable) medical, dental, vision, life and disability benefits pursuant to plans maintained by the Company under which the Executive and/or the Executive's family is eligible to receive benefits and/or coverage, shall be continued for the twentythirty-four six (2436) month period following the Date of Termination, with such benefits provided to the Executive at no less than the same coverage level as in effect as of the Date of Termination and the Executive shall pay any portion of such cost as was required to be borne by key executives of the Company generally on the Date of Termination; provided, however, that, notwithstanding the foregoing, the benefits described in this Section 7.3(b)(i)(C) may be discontinued prior to the end of the period provided in this Subsection (C) to the extent, but only to the extent, that the Executive receives substantially similar benefits from a subsequent employer; (D) key executive outplacement services in accordance with Company policies for senior executives as in effect on the Date of Termination (or, at the request of the Executive, a lump sum payment in lieu thereof, in an amount determined by the Company to be equal to the estimated cost of those services); (E) notwithstanding any provisions of any applicable stock option plan and agreement(s) to the contrary, all outstanding unexercised stock options and restricted stock held by the Executive as of the Date of Termination shall become fully vested and shall be immediately exercisable by the Executive; andExecutive pursuant to the provisions of the applicable plan and agreement(s); (F) notwithstanding any provisions of the Supplemental Executive Retirement Plan ("SERP") in which the Executive is or may be a participant to the contrary, the Executive shall be deemed fully vested and entitled to an immediate lump sum distribution of his benefit under the SERP, calculated as if the Executive had been employed during the twentythirty-four six (2436) month period following the Date of Termination and had received compensation as provided under Section 3 for that period; and (G) any accrued and vested benefits under any employee benefits plans or programs.

Change in Control Severance Benefits. Subject to If at any time during the provisions Term of Section 7.3(c)this Agreement there is a Change in Control of the Company and the Executive's employment is terminated for any reason other than death, ifDisability, in anticipation of (as defined below) Retirement, Voluntary Termination other than Good Reason or Cause within a the two (2) year period following the occurrence of Change in Control or the Executive voluntarily terminates for any reason in the thirteenth month following a Change in ControlControl of the Company, the Company terminates the Executive's employment without Cause, or shall provide to the Executive terminates his employment the following: (a) Base Salary and all other benefits due him/her as if he/she had remained an employee pursuant to Article 5 through the remainder of the month in which the termination occurs, less applicable withholding taxes and other authorized payroll deductions; (b) The amount equal to a pro rata share of target Annual Bonus for Good Reason, then the Executive shall be entitled to calendar year in which the following benefits Effective Date of Termination occurs (the "Change calculation of which the Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in Control Severance Benefits"): (A) the sum of his Accrued Obligations, that amount being payable in a single lump sum cash payment within thirty (30) days of bonus plan year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365)); (Bc) a cash A lump-sum severance allowance in an amount that is equal to twenty-four the product of three (243) times the sum of (1) one-twelfth (1/12) of both the Executive's Base Salary at the highest rate in effect at any time during the twelve (12)-month period immediately prior to the termination and the Executive's target Annual Bonus established for the fiscal year in which the Executive's termination of employment occurs; (d) Continuation at the same cost to the Executive as existed as of the Effective Date of TerminationTermination of Agreement of all health, welfare, and benefit plan participation for three (23) onefull years following employment termination; (e) Provision of outplacement services for the Executive not to exceed a cost of fifty thousand dollars ($50,000); (f) A lump-twelfth sum payment equal to the three (1/123) year costs of perquisites outlined in Article 5.6 above; and (g) Any unvested stock options or any outstanding restricted stock, excluding restricted stock grants issued under a performance based plan, that would become vested (that is, transferable and non-forfeitable) if the Executive remained an employee through the Initial Term or the then current Renewal Period of this Agreement will become vested as of the date of the Executive's Average Bonus, that total amount being payable in a single lump sum cash payment within thirty (30) days termination of employment. The Executive must satisfy the Date of Termination; (C) all welfare benefits, including (to the extent applicable) medical, dental, vision, life and disability benefits pursuant to plans maintained by the Company under which the Executive and/or the Executive's family is eligible to receive benefits and/or coverage, shall be continued for the twenty-four (24) month period following the Date of Termination, with such benefits provided to the Executive at no less than the same coverage level as in effect as of the Date of Termination and the Executive shall pay any portion of such cost as was required to be borne by key executives of the Company generally on the Date of Termination; provided, however, that, notwithstanding the foregoing, the benefits described in this Section 7.3(b)(i)(C) may be discontinued prior to the end of the period provided in this Subsection (C) to the extent, but only to the extent, that the Executive receives substantially similar benefits from a subsequent employer; (D) key executive outplacement services in accordance with Company policies for senior executives as in effect on the Date of Termination (or, at the request of the Executive, a lump sum payment in lieu thereof, in an amount determined by the Company to be equal to the estimated cost of those services); (E) notwithstanding any provisions of any applicable stock option plan and agreement(s) to the contrary, all unexercised stock options held by the Executive as of the Date of Termination shall become fully vested and shall be immediately exercisable by the Executive; and (F) notwithstanding any provisions of the Supplemental Executive Retirement Plan ("SERP") in which the Executive is a participant to the contrary, the Executive shall be deemed fully vested and entitled to an immediate lump sum distribution of his benefit under the SERP, calculated as if the Executive had been employed during the twenty-four (24) month period following the Date of Termination and had received compensation as provided under Section 3 for that periodtax withholding requirements.

Change in Control Severance Benefits. Subject to If at any time during the provisions Term of Section 7.3(c)this Agreement there is a Change in Control of the Company and the Executive's employment is terminated for any reason other than death, ifDisability, in anticipation of (as defined below) Retirement, Voluntary Termination other than Good Reason or Cause within a the two (2) year period following the occurrence of Change in Control or the Executive voluntarily terminates for any reason in the thirteenth month following a Change in ControlControl of the Company, the Company terminates the Executive's employment without Cause, or shall provide to the Executive terminates his employment the following: (a) Base Salary and all other benefits due him/her as if he/she had remained an employee pursuant to Article 5 through the remainder of the month in which the termination occurs, less applicable withholding taxes and other authorized payroll deductions; (b) The amount equal to a pro rata share of target Annual Bonus for Good Reason, then the Executive shall be entitled to fiscal year in which the following benefits Effective Date of Termination occurs (the "Change calculation of which the Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in Control Severance Benefits"): (A) the sum of his Accrued Obligations, that amount being payable in a single lump sum cash payment within thirty (30) days of bonus plan year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365)); (Bc) a cash A lump-sum severance allowance in an amount that is equal to twenty-four the product of three (243) times the sum of (1) one-twelfth (1/12) of both the Executive's Base Salary at the highest rate in effect at any time during the twelve (12)-month period immediately prior to the termination and the Executive's target Annual Bonus established for the fiscal year in which the Executive's termination of employment occurs; (d) Continuation at the same cost to the Executive as existed as of the Effective Date of TerminationTermination of Agreement of all health, welfare, and benefit plan participation for three (23) onefull years following employment termination; (e) Provision of outplacement services for the Executive not to exceed a cost of fifty thousand dollars ($50,000); (f) A lump-twelfth sum payment equal to the three (1/123) year costs of perquisites outlined in Article 5.6 above; and (g) Any unvested stock options or any outstanding restricted stock, excluding restricted stock grants issued under a performance based plan, that would become vested (that is, transferable and non-forfeitable) if the Executive remained an employee through the Initial Term or the then current Renewal Period of this Agreement will become vested as of the date of the Executive's Average Bonus, that total amount being payable in a single lump sum cash payment within thirty (30) days termination of employment. The Executive must satisfy the Date of Termination; (C) all welfare benefits, including (to the extent applicable) medical, dental, vision, life and disability benefits pursuant to plans maintained by the Company under which the Executive and/or the Executive's family is eligible to receive benefits and/or coverage, shall be continued for the twenty-four (24) month period following the Date of Termination, with such benefits provided to the Executive at no less than the same coverage level as in effect as of the Date of Termination and the Executive shall pay any portion of such cost as was required to be borne by key executives of the Company generally on the Date of Termination; provided, however, that, notwithstanding the foregoing, the benefits described in this Section 7.3(b)(i)(C) may be discontinued prior to the end of the period provided in this Subsection (C) to the extent, but only to the extent, that the Executive receives substantially similar benefits from a subsequent employer; (D) key executive outplacement services in accordance with Company policies for senior executives as in effect on the Date of Termination (or, at the request of the Executive, a lump sum payment in lieu thereof, in an amount determined by the Company to be equal to the estimated cost of those services); (E) notwithstanding any provisions of any applicable stock option plan and agreement(s) to the contrary, all unexercised stock options held by the Executive as of the Date of Termination shall become fully vested and shall be immediately exercisable by the Executive; and (F) notwithstanding any provisions of the Supplemental Executive Retirement Plan ("SERP") in which the Executive is a participant to the contrary, the Executive shall be deemed fully vested and entitled to an immediate lump sum distribution of his benefit under the SERP, calculated as if the Executive had been employed during the twenty-four (24) month period following the Date of Termination and had received compensation as provided under Section 3 for that periodtax withholding requirements.

Change in Control Severance Benefits. Subject If (1) Executive’s employment with the Company is terminated during the Term by the Company without Cause (and other than due to the provisions of Section 7.3(c), if, in anticipation of (as defined belowExecutive’s death or Disability) or within a two by Executive for Good Reason, and (2) year such termination of employment occurs at any time during the period following commencing six (6) months before the occurrence of a Change in Control, the Company terminates the Executive's employment without Cause, or the Executive terminates his employment for Good Reason, then the Executive shall be entitled to the following benefits (the "Change in Control Severance Benefits"): (A) the sum of his Accrued Obligations, that amount being payable in a single lump sum cash payment within thirty (30) days of the Date of Termination; (B) a cash amount equal to Event and ending twenty-four (24) months after such Change in Control Event, then Executive shall be entitled to payment of the Accrued Obligations and, subject to Section 6(c), the following severance benefits, such benefits to be paid at the times and in the manner provided in Section 6(d): (i) a cash payment equal to (i) 2.0, multiplied by (ii) the sum of (1x) one-twelfth (1/12) Executive’s highest annualized rate of the Executive's Base Salary at the highest rate in effect at any time during in the twelve (12)-month one year period prior to the Date of Terminationpreceding Executive’s Separation from Service, and (2y) one-twelfth (1/12) of the Executive's Average Bonus, that total amount being payable in a single lump sum cash payment within thirty (30) days of the Date of Termination; (C) all welfare benefits, including (to the extent applicable) medical, dental, vision, life and disability benefits pursuant to plans maintained by the Company under which the Executive and/or the Executive's family is eligible to receive benefits and/or coverage, shall be continued ’s Target Annual Bonus for the twenty-four (24) month period following the Date of Termination, with such benefits provided to the Executive at no less than the same coverage level as Company’s fiscal year in effect as of the Date of Termination and the Executive shall pay any portion of such cost as was required to be borne by key executives of the Company generally on the Date of Termination; provided, however, that, notwithstanding the foregoing, the benefits described in this Section 7.3(b)(i)(C) may be discontinued prior to the end of the period provided in this Subsection (C) to the extent, but only to the extent, that the Executive receives substantially similar benefits which Executive’s Separation from a subsequent employer; (D) key executive outplacement services in accordance with Company policies for senior executives as in effect on the Date of Termination Service occurs (or, at if there is then no such target bonus opportunity, the request of the Executive, a lump sum payment in lieu thereof, in an amount determined average Annual Bonus paid by the Company to be Executive for the last three full fiscal years of the Company prior to Executive’s Separation from Service). (ii) a cash payment equal to the estimated cost of those servicesamount determined under Section 6(b)(iii);, subject to the conditions and limitations set forth in such section. (Eiii) notwithstanding any provisions payment or reimbursement of Executive’s costs for outplacement services as provided in Section 6(b)(iv), subject to the conditions and limitations set forth in such section. If Executive is otherwise entitled to receive benefits under both Section 6(b) or Section 7 above and this Section 10(a), Executive shall receive the benefits provided in this Section 10(a) and not the benefits provided in Section 6(b) or Section 7. If Executive has previously commenced receiving benefits under Section 6(b) or Section 7, and then becomes entitled to benefits under this Section 10(a) due to a Change in Control Event that follows Executive’s termination, Executive shall receive severance benefits under this Section 10(a) less the amount of any applicable stock option plan severance benefits theretofore provided pursuant to Section 6(b) or Section 7, and agreement(s) to the contrary, all unexercised stock options held by the Executive as of the Date of Termination shall become fully vested and shall be immediately exercisable by the Executive; and (F) notwithstanding any provisions of the Supplemental Executive Retirement Plan ("SERP") in which the Executive is a participant to the contrary, the Executive shall thereafter not be deemed fully vested and entitled to an immediate lump sum distribution of his benefit under the SERP, calculated as if the Executive had been employed during the twenty-four (24any severance benefits otherwise due pursuant to Section 6(b) month period following the Date of Termination and had received compensation as provided under or Section 3 for that period7.