Common use of Compensation Upon Termination Following a Change in Control Clause in Contracts

Compensation Upon Termination Following a Change in Control. (i) Following a Change in Control of the Company, as defined in Section 2 above, if Executive's employment by the Company shall be terminated (other than for death or Disability) by (i) the Company other than for Cause or (ii) Executive with Good Reason, then Executive shall be entitled to the following payments and benefits: (A) Commencing on the Date of Termination and continuing for a period of twelve (12) months ("Compensation Continuation Period"), the Company shall continue to pay to Executive his or her base salary (as in effect immediately prior to such termination), less applicable withholding taxes, payable in bi-weekly installments (each a "Salary Continuation Payment"), provided that, if Executive is employed by another employer, Salary Continuation Payments made after payment of thirteen (13) bi-weekly Salary Continue Payment installments have been made shall be subject to reduction by the amount of Executive's then-current bi-weekly base salary. (B) If Employee timely elects to continue medical and health benefits pursuant to the Consolidated Omnibus Reconciliation Act of 1985, as amended ("COBRA"), the Company shall reimburse Executive for, or otherwise shall pay, the COBRA premiums from the Date of Termination until the earlier of (1) the twelve (12) month anniversary of the Date of Termination or (2) the date on which Executive becomes eligible for healthcare benefits under a health and welfare plans offered by another employer. After expiration of the Compensation Continuation Period, in accordance with COBRA rules, Executive may, at Executive's option and expense, continue such coverage at Executive's expense without reimbursement by the Company. (C) The Company shall also pay to Executive, no less frequently than monthly, all legal fees and expenses reasonably incurred by Executive in connection with this Agreement (including all such fees and expenses, if any, incurred in contesting or disputing the nature of any such termination for purposes of this Agreement or in seeking to obtain or enforce any right or benefit provided by this Agreement); provided, however, that if a determination is made by the arbitrator selected under Section 11 hereof that Executive acted in a frivolous manner in contesting or disputing such termination or seeking to obtain or enforce such right or benefit, the Company shall not be liable to pay such legal fees or expenses otherwise provided for thereunder and the Company shall be entitled to recover from Executive any such amounts so paid (either directly or, except as would violate the requirements of Section 409A(a)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), by setoff against any amounts then owed Executive by the Company). Notwithstanding the penultimate sentence of Section 7, no reimbursement pursuant to this Section 4(i)(C) shall be paid later than the last day of the tenth (10th) calendar year following the calendar year in which the applicable statute of limitations for breach of contract claims expires or, if later, the last day of the calendar year following the calendar year in which there is a settlement or other final and nonappealable resolution of the related contest or dispute. (ii) Notwithstanding the foregoing provisions of this Section 4, if, as of the Separation from Service Date, Executive is a Specified Employee, then, except to the extent that this Agreement does not provide for a "deferral of compensation" within the meaning of Section 409A of the Code, the following shall apply: (A) No payments shall be made and no benefits shall be provided to Executive, in each case, during the period beginning on the Separation from Service Date and ending on the six-month anniversary of such date or, if earlier, the date of Executive's death. (B) On the first business day of the first month following the month in which occurs the six-month anniversary of the Separation from Service Date or, if earlier, Executive's death, the Company shall make a one-time, lump-sum cash payment to the Executive in an amount equal to the sum of (x) the amounts otherwise payable to the Executive under this Agreement during the period described in Section 4(i)(A) above and (y) the amount of interest on the foregoing at the applicable federal rate for instruments of less than one year.

Compensation Upon Termination Following a Change in Control. If, within thirty (30) months after the occurrence of a Change in Control, the Executive's employment is terminated other than (i) Following by the Company for Cause, (ii) by reason of death, Total Disability, or Retirement, or (iii) by the Executive without Good Reason, then, in addition to all obligations otherwise owing to the Executive on the Effective Date, the Company shall pay or provide to the Executive within sixty (60) days of the Effective Date the following: (I) a lump sum amount equal to the product of 2.5 and the sum of (a) the Executive's then Regular Annual Salary, and (b) the annual amount that would be paid to Executive pursuant to the Company's Performance Bonus Plan assuming that all performance levels had been achieved at maximum levels; (II) for a period of thirty (30) months following the Effective Date, (A) the continuation of health insurance, life insurance, and disability insurance benefits substantially the same as any such benefits provided to Executive immediately prior to the Effective Date by the Company under group insurance plans or otherwise, to the extent permissible under the terms of such plans to do so and if such coverage is not permitted, amounts necessary for premium payments for such coverage; (B) the continuation of Executive's car allowance, and club membership fees, if any (or an amount sufficient to cover such continued car allowance and club membership fees); and (III) the Tax Gross-Up Amount, if applicable. Except as specifically provided herein, no other payments or benefits will be furnished or paid, and all contributions or deductions, if any (other than deductions made in connection with the benefits specifically provided for herein, if any), shall cease as of the Effective Date. The Executive's employment shall be deemed to have been terminated within thirty (30) months after the occurrence of a Change in Control of the Company, as defined in Section 2 above, if Executive's employment by the Company shall be terminated (other than for death or Disability) by (i) the Company other than for without Cause or (ii) by the Executive with Good Reason, then Reason and the Executive shall be entitled to receive the following payments and benefits: described in this Section 6 (Ai) Commencing on if terminated prior to a Change in Control without Cause at the Date direction of Termination and continuing for a period of twelve (12) months ("Compensation Continuation Period"), person or entity who or that has entered into an agreement with the Company shall continue to pay to Executive his the consummation of which will constitute a Change in Control or her base salary (as in effect immediately prior to such termination), less applicable withholding taxes, payable in bi-weekly installments (each a "Salary Continuation Payment"), provided that, if Executive is employed by another employer, Salary Continuation Payments made after payment of thirteen (13) bi-weekly Salary Continue Payment installments have been made shall be subject to reduction by the amount of Executive's then-current bi-weekly base salary. (B) If Employee timely elects to continue medical and health benefits pursuant to the Consolidated Omnibus Reconciliation Act of 1985, as amended ("COBRA"), the Company shall reimburse Executive for, or otherwise shall pay, the COBRA premiums from the Date of Termination until the earlier of (1) the twelve (12) month anniversary of the Date of Termination or (2) the date on which Executive becomes eligible for healthcare benefits under a health and welfare plans offered by another employer. After expiration of the Compensation Continuation Period, in accordance with COBRA rules, Executive may, at Executive's option and expense, continue such coverage at Executive's expense without reimbursement by the Company. (C) The Company shall also pay to Executive, no less frequently than monthly, all legal fees and expenses reasonably incurred by Executive in connection with this Agreement (including all such fees and expenses, if any, incurred in contesting or disputing the nature of any such termination for purposes of this Agreement or in seeking to obtain or enforce any right or benefit provided by this Agreement); provided, however, that if a determination is made by the arbitrator selected under Section 11 hereof that Executive acted in a frivolous manner in contesting or disputing such termination or seeking to obtain or enforce such right or benefit, the Company shall not be liable to pay such legal fees or expenses otherwise provided for thereunder and the Company shall be entitled to recover from Executive any such amounts so paid (either directly or, except as would violate the requirements of Section 409A(a)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), by setoff against any amounts then owed Executive by the Company). Notwithstanding the penultimate sentence of Section 7, no reimbursement pursuant to this Section 4(i)(C) shall be paid later than the last day of the tenth (10th) calendar year following the calendar year in which the applicable statute of limitations for breach of contract claims expires or, if later, the last day of the calendar year following the calendar year in which there is a settlement or other final and nonappealable resolution of the related contest or dispute. (ii) Notwithstanding if the foregoing provisions Executive terminates his employment with Good Reason prior to a Change in Control (determined by treating a Potential Change in Control as a Change in Control in applying the definition of this Section 4, if, as of Good Reason) if the Separation from Service Date, Executive is a Specified Employee, then, except to circumstance or event that constitutes Good Reason occurs at the extent that this Agreement does not provide for a "deferral of compensation" within the meaning of Section 409A of the Code, the following shall apply: (A) No payments shall be made and no benefits shall be provided to Executive, in each case, during the period beginning on the Separation from Service Date and ending on the six-month anniversary direction of such date or, if earlier, the date of Executive's deathperson or entity. (B) On the first business day of the first month following the month in which occurs the six-month anniversary of the Separation from Service Date or, if earlier, Executive's death, the Company shall make a one-time, lump-sum cash payment to the Executive in an amount equal to the sum of (x) the amounts otherwise payable to the Executive under this Agreement during the period described in Section 4(i)(A) above and (y) the amount of interest on the foregoing at the applicable federal rate for instruments of less than one year.

Compensation Upon Termination Following a Change in Control. (i) Following a Change in Control of the Company, as defined in Section 2 above, if Executive's employment by the Company shall be terminated (other than for death or Disability) by (i) the Company other than for Cause or (ii) Executive with Good Reason, then Executive shall be entitled to the following payments and benefits: (A) Commencing on the Date of Termination and continuing for a period of twelve nine (129) months ("Compensation Continuation Period"), the Company shall continue to pay to Executive his or her base salary (as in effect immediately prior to such termination), less applicable withholding taxes, payable in bi-weekly installments (each a "Salary Continuation Payment"), provided that, if Executive is employed by another employer, Salary Continuation Payments made after payment of thirteen nine (139) bi-weekly Salary Continue Payment installments have been made shall be subject to reduction by the amount of Executive's then-current bi-weekly base salary. (B) If Employee timely elects to continue medical and health benefits pursuant to the Consolidated Omnibus Reconciliation Act of 1985, as amended ("COBRA"), the Company shall reimburse Executive for, or otherwise shall pay, the COBRA premiums from the Date of Termination until the earlier of (1) the twelve nine (129) month anniversary of the Date of Termination or (2) the date on which Executive becomes eligible for healthcare benefits under a health and welfare plans offered by another employer. After expiration of the Compensation Continuation Period, in accordance with COBRA rules, Executive may, at Executive's option and expense, continue such coverage at Executive's expense without reimbursement by the Company. (C) The Company shall also pay to Executive, no less frequently than monthly, all legal fees and expenses reasonably incurred by Executive in connection with this Agreement (including all such fees and expenses, if any, incurred in contesting or disputing the nature of any such termination for purposes of this Agreement or in seeking to obtain or enforce any right or benefit provided by this Agreement); provided, however, that if a determination is made by the arbitrator selected under Section 11 hereof that Executive acted in a frivolous manner in contesting or disputing such termination or seeking to obtain or enforce such right or benefit, the Company shall not be liable to pay such legal fees or expenses otherwise provided for thereunder and the Company shall be entitled to recover from Executive any such amounts so paid (either directly or, except as would violate the requirements of Section 409A(a)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), by setoff against any amounts then owed Executive by the Company). Notwithstanding the penultimate sentence of Section 7, no reimbursement pursuant to this Section 4(i)(C) shall be paid later than the last day of the tenth (10th) calendar year following the calendar year in which the applicable statute of limitations for breach of contract claims expires or, if later, the last day of the calendar year following the calendar year in which there is a settlement or other final and nonappealable resolution of the related contest or dispute. (ii) Notwithstanding the foregoing provisions of this Section 4, if, as of the Separation from Service Date, Executive is a Specified Employee, then, except to the extent that this Agreement does not provide for a "deferral of compensation" within the meaning of Section 409A of the Code, the following shall apply: (A) No payments shall be made and no benefits shall be provided to Executive, in each case, during the period beginning on the Separation from Service Date and ending on the six-month anniversary of such date or, if earlier, the date of Executive's death. (B) On the first business day of the first month following the month in which occurs the six-month anniversary of the Separation from Service Date or, if earlier, Executive's death, the Company shall make a one-time, lump-sum cash payment to the Executive in an amount equal to the sum of (x) the amounts otherwise payable to the Executive under this Agreement during the period described in Section 4(i)(A) above and (y) the amount of interest on the foregoing at the applicable federal rate for instruments of less than one year.

Compensation Upon Termination Following a Change in Control. If, within thirty (30) months after the occurrence of a Change in Control, the Executive's employment is terminated other than (i) Following a Change in Control of the Company, as defined in Section 2 above, if Executive's employment by the Company shall be terminated (other than for death or Disability) by (i) the Company other than for Cause or Cause, (ii) by reason of death, Total Disability, or Retirement, or (iii) by the Executive with without Good Reason, then Executive shall be entitled then, in addition to all obligations otherwise owing to the following payments and benefits: (A) Commencing Executive on the Date of Termination and continuing for a period of twelve (12) months ("Compensation Continuation Period")Effective Date, the Company shall continue pay or provide to pay the Executive within sixty (60) days of the Effective Date the following: (I) a lump sum amount equal to the product of 2.5 and the sum of (a) the Executive’s then Regular Annual Salary, (b) the annual amount that would be paid to Executive his or her base salary pursuant to the Company’s Performance Bonus Plan assuming that all performance levels had been achieved at maximum levels; (c) an amount equal to 12 months COBRA premiums payable to maintain insurance under the Company’s health insurance plan if Executive carried insurance prior to termination; (d) and an amount equal to 12 months premium payments for life and disability insurance benefits substantially the same as in effect any such benefits provided to Executive immediately prior to such termination), less applicable withholding taxes, payable in bi-weekly installments (each a "Salary Continuation Payment"), provided that, if Executive is employed by another employer, Salary Continuation Payments made after payment of thirteen (13) bi-weekly Salary Continue Payment installments have been made shall be subject to reduction the Effective Date by the amount of Executive's then-current bi-weekly base salary. (B) If Employee timely elects to continue medical and health benefits pursuant to the Consolidated Omnibus Reconciliation Act of 1985Company under group insurance plans or otherwise, as amended ("COBRA"), the Company shall reimburse Executive for, or otherwise shall pay, the COBRA premiums from the Date of Termination until the earlier of (1) the twelve (12) month anniversary of the Date of Termination or (2) the date on which Executive becomes eligible for healthcare benefits under a health and welfare plans offered by another employer. After expiration of the Compensation Continuation Period, in accordance with COBRA rules, Executive may, at Executive's option and expense, continue such coverage at Executive's expense without reimbursement by the Company. (C) The Company shall also pay to Executive, no less frequently than monthly, all legal fees and expenses reasonably incurred by Executive in connection with this Agreement (including all such fees and expenses, if any, incurred in contesting or disputing the nature of any such termination for purposes of this Agreement or in seeking to obtain or enforce any right or benefit provided by this Agreement); provided, however, that if a determination is made by the arbitrator selected under Section 11 hereof that Executive acted in a frivolous manner in contesting or disputing such termination or seeking to obtain or enforce such right or benefit, the Company shall not be liable to pay such legal fees or expenses otherwise provided for thereunder and the Company shall be entitled to recover from Executive any such amounts so paid (either directly or, except as would violate the requirements of Section 409A(a)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), by setoff against any amounts then owed Executive by the Company). Notwithstanding the penultimate sentence of Section 7, no reimbursement pursuant to this Section 4(i)(C) shall be paid later than the last day of the tenth (10th) calendar year following the calendar year in which the applicable statute of limitations for breach of contract claims expires or, if later, the last day of the calendar year following the calendar year in which there is a settlement or other final and nonappealable resolution of the related contest or dispute. (ii) Notwithstanding the foregoing provisions of this Section 4, if, as of the Separation from Service Date, Executive is a Specified Employee, then, except to the extent that this Agreement does not provide for a "deferral of compensation" within permissible under the meaning of Section 409A of the Code, the following shall apply: (A) No payments shall be made and no benefits shall be provided to Executive, in each case, during the period beginning on the Separation from Service Date and ending on the six-month anniversary terms of such date orplans to do so and if such coverage is not permitted, if earlier, the date of Executive's death. amounts necessary for premium payments for such coverage; (Be) On the first business day of the first month following the month in which occurs the six-month anniversary of the Separation from Service Date or, if earlier, Executive's death, the Company shall make a one-time, lump-sum cash payment to the Executive in an amount equal to the sum of Executive’s annual car allowance or lease payments, and annual club membership fees allowance, if any; and (xII) the amounts otherwise payable to Tax Gross-Up Amount, if applicable. Except as specifically provided herein, no other payments or benefits will be furnished or paid, and all contributions or deductions, if any (other than deductions made in connection with the benefits specifically provided for herein, if any), shall cease as of the Effective Date. In addition, Executive under this Agreement during would have the period put right described in Section 4(i)(A) above and (y) the amount of interest on the foregoing at the applicable federal rate for instruments of less than one year7 hereof.

Compensation Upon Termination Following a Change in Control. (i) Following Notwithstanding the provisions of Section 7 or any other section of this Agreement and in addition to any other amounts or benefits payable to Executive or on his behalf pursuant to the terms of this Agreement, following a Change in Control upon termination of the Company, as defined in Section 2 above, if Executive's employment by the Company shall be terminated (other than for death or Disability) by employment: (i) for any reason, during the Company other than for Cause or (ii) Executive with Good Reason, then Executive shall be entitled to the following payments and benefits: (A) Commencing on the Date of Termination and continuing for a period of twelve (12) months ("Compensation Continuation Employment Period"), the Company shall continue to pay to Executive or his beneficiaries on his behalf all amounts earned or her base salary accrued hereunder through the Termination Date but not paid as of the Termination Date, including Base Salary, vacation pay, bonuses or incentive compensation and any previous compensation which Executive has previously deferred (as in effect immediately prior to such termination), less applicable withholding taxes, payable in bi-weekly installments including any interest earned or credited thereon) (each a collectively "Salary Continuation PaymentAccrued Compensation"), provided that, if Executive is employed by another employer, Salary Continuation Payments made after payment of thirteen (13) bi-weekly Salary Continue Payment installments have been made shall be subject to reduction by the amount of Executive's then-current bi-weekly base salary.; and (Bii) If Employee timely elects to continue medical and health benefits (A) for any reason other than pursuant to the Consolidated Omnibus Reconciliation Act provisions of 1985Section 7, as amended ("COBRA")during the Employment Period, the Company shall reimburse pay Executive for, or otherwise shall pay, a "Bonus Amount" equal to the COBRA premiums from the Date of Termination until the earlier product of (1x) (a) the twelve (12) month anniversary greatest amount of any cash bonus or incentive compensation received by Executive during the three fiscal years immediately preceding the Termination Date of Termination or (2b) the date on which if no such bonus was received by Executive becomes eligible for healthcare benefits under a health and welfare plans offered by another employer. After expiration during any of the Compensation Continuation Periodsuch three years, in accordance with COBRA rules, Executive may, at then an amount equal to Executive's option and expense, continue such coverage at Executive's expense without reimbursement by maximum bonus which could be awarded for the Company. (C) The Company shall also pay to Executive, no less frequently than monthly, all legal fees and expenses reasonably incurred by Executive in connection with this Agreement (including all such fees and expenses, if any, incurred in contesting or disputing the nature of any such termination for purposes of this Agreement or in seeking to obtain or enforce any right or benefit provided by this Agreement); provided, however, that if a determination is made by the arbitrator selected under Section 11 hereof that Executive acted in a frivolous manner in contesting or disputing such termination or seeking to obtain or enforce such right or benefit, the Company shall not be liable to pay such legal fees or expenses otherwise provided for thereunder and the Company shall be entitled to recover from Executive any such amounts so paid (either directly or, except as would violate the requirements of Section 409A(a)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), by setoff against any amounts then owed Executive by the Company). Notwithstanding the penultimate sentence of Section 7, no reimbursement pursuant to this Section 4(i)(C) shall be paid later than the last day of the tenth (10th) calendar year following the calendar fiscal year in which the applicable statute Termination Date occurs had he continued in employment until the end of limitations for breach of contract claims expires orsuch fiscal year, assuming all performance targets and goals (if later, applicable) had been fully met by the last day of the calendar year following the calendar year in which there is a settlement or other final Company and nonappealable resolution of the related contest or dispute. (ii) Notwithstanding the foregoing provisions of this Section 4, ifby Executive, as of the Separation from Service Dateapplicable, Executive is a Specified Employee, then, except to the extent that this Agreement does not provide for a "deferral of compensation" within the meaning of Section 409A of the Code, the following shall apply: (A) No payments shall be made and no benefits shall be provided to Executive, in each case, during the period beginning on the Separation from Service Date and ending on the six-month anniversary of such date or, if earlier, the date of Executive's death. (B) On the first business day of the first month following the month in which occurs the six-month anniversary of the Separation from Service Date or, if earlier, Executive's death, the Company shall make a one-time, lump-sum cash payment to the Executive in an amount equal to the sum of (x) the amounts otherwise payable to the Executive under this Agreement during the period described in Section 4(i)(A) above year and (y) the amount of interest on the foregoing at the applicable federal rate for instruments of a fraction (which shall not be less than one year.one) the numerator of which shall be the number of months (each partial month shall be treated as a full month) remaining in the Employment Period (if Executive were to continue in the employ of the Company) and the denominator of which is 12; or

Compensation Upon Termination Following a Change in Control. If, within thirty (30) months after the occurrence of a Change in Control, the Executive's employment is terminated other than (i) Following by the Company for Cause, (ii) by reason of death, Total Disability, or Retirement, or (iii) by the Executive without Good Reason, then, in addition to all obligations otherwise owing to the Executive on the Effective Date, the Company shall pay or provide to the Executive within sixty (60) days of the Effective Date the following: (I) a lump sum amount equal to the product of 2.5 and the sum of (a) the Executive's then Regular Annual Salary, and (b) the annual amount that would be paid to Executive pursuant to the Company's Performance Bonus Plan assuming that all performance levels had been achieved at maximum levels; (II) for a period of thirty (30) months following the Effective Date, (A) the continuation of health insurance, life insurance, and disability insurance benefits substantially the same as any such benefits provided to Executive immediately prior to the Effective Date by the Company under group insurance plans or otherwise, to the extent permissible under the terms of such plans to do so and if such coverage is not permitted, amounts necessary for premium payments for such coverage; (B) the continuation of Executive's car allowance, and club membership fees, if any (or an amount sufficient to cover such continued car allowance and club membership fees); and (III) the Tax Gross-Up Amount, if applicable. Except as specifically provided herein, no other payments or benefits will be furnished or paid, and all contributions or deductions, if any (other than deductions made in connection with the benefits specifically provided for herein, if any), shall cease as of the Effective Date. The Executive's employment shall be deemed to have been terminated following a Change in Control of the Company, as defined in Section 2 above, if Executive's employment by the Company shall be terminated (other than for death without Cause or Disability) by the Executive with Good Reason (i) if terminated prior to a Change in Control without Cause at the direction of a person or entity who or that has entered into an agreement with the Company other than for Cause the consummation of which will constitute a Change in Control or (ii) if the Executive terminates his employment with Good Reason, then Executive shall be entitled to the following payments and benefits: (A) Commencing on the Date of Termination and continuing for a period of twelve (12) months ("Compensation Continuation Period"), the Company shall continue to pay to Executive his or her base salary (as in effect immediately Reason prior to such termination), less applicable withholding taxes, payable a Change in bi-weekly installments Control (each determined by treating a "Salary Continuation Payment"), provided that, Potential Change in Control as a Change in Control in applying the definition of Good Reason) if Executive is employed by another employer, Salary Continuation Payments made after payment of thirteen (13) bi-weekly Salary Continue Payment installments have been made shall be subject to reduction by the amount of Executive's then-current bi-weekly base salary. (B) If Employee timely elects to continue medical and health benefits pursuant to circumstance or event that constitutes Good Reason occurs at the Consolidated Omnibus Reconciliation Act of 1985, as amended ("COBRA"), the Company shall reimburse Executive for, or otherwise shall pay, the COBRA premiums from the Date of Termination until the earlier of (1) the twelve (12) month anniversary of the Date of Termination or (2) the date on which Executive becomes eligible for healthcare benefits under a health and welfare plans offered by another employer. After expiration of the Compensation Continuation Period, in accordance with COBRA rules, Executive may, at Executive's option and expense, continue such coverage at Executive's expense without reimbursement by the Company. (C) The Company shall also pay to Executive, no less frequently than monthly, all legal fees and expenses reasonably incurred by Executive in connection with this Agreement (including all such fees and expenses, if any, incurred in contesting or disputing the nature of any such termination for purposes of this Agreement or in seeking to obtain or enforce any right or benefit provided by this Agreement); provided, however, that if a determination is made by the arbitrator selected under Section 11 hereof that Executive acted in a frivolous manner in contesting or disputing such termination or seeking to obtain or enforce such right or benefit, the Company shall not be liable to pay such legal fees or expenses otherwise provided for thereunder and the Company shall be entitled to recover from Executive any such amounts so paid (either directly or, except as would violate the requirements of Section 409A(a)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), by setoff against any amounts then owed Executive by the Company). Notwithstanding the penultimate sentence of Section 7, no reimbursement pursuant to this Section 4(i)(C) shall be paid later than the last day of the tenth (10th) calendar year following the calendar year in which the applicable statute of limitations for breach of contract claims expires or, if later, the last day of the calendar year following the calendar year in which there is a settlement or other final and nonappealable resolution of the related contest or dispute. (ii) Notwithstanding the foregoing provisions of this Section 4, if, as of the Separation from Service Date, Executive is a Specified Employee, then, except to the extent that this Agreement does not provide for a "deferral of compensation" within the meaning of Section 409A of the Code, the following shall apply: (A) No payments shall be made and no benefits shall be provided to Executive, in each case, during the period beginning on the Separation from Service Date and ending on the six-month anniversary direction of such date or, if earlier, the date of Executive's deathperson or entity. (B) On the first business day of the first month following the month in which occurs the six-month anniversary of the Separation from Service Date or, if earlier, Executive's death, the Company shall make a one-time, lump-sum cash payment to the Executive in an amount equal to the sum of (x) the amounts otherwise payable to the Executive under this Agreement during the period described in Section 4(i)(A) above and (y) the amount of interest on the foregoing at the applicable federal rate for instruments of less than one year.

Compensation Upon Termination Following a Change in Control. If, within thirty (30) months after the occurrence of a Change in Control, the Executive’s employment is terminated other than (i) Following by the Company for Cause, (ii) by reason of death, Total Disability, or Retirement, or (iii) by the Executive without Good Reason, then, in addition to all obligations otherwise owing to the Executive on the Effective Date, the Company shall pay or provide to the Executive within sixty (60) days of the Effective Date the following: (I) a lump sum amount equal to the product of 2.5 and the sum of (a) the Executive’s then Regular Annual Salary, and (b) the annual amount that would be paid to Executive pursuant to the Company’s Performance Bonus Plan assuming that all performance levels had been achieved at maximum levels; (II) for a period of thirty (30) months following the Effective Date, (A) the continuation of health insurance, life insurance, and disability insurance benefits substantially the same as any such benefits provided to Executive immediately prior to the Effective Date by the Company under group insurance plans or otherwise, to the extent permissible under the terms of such plans to do so and if such coverage is not permitted, amounts necessary for premium payments for such coverage; (B) the continuation of Executive’s car allowance, and club membership fees, if any (or an amount sufficient to cover such continued car allowance and club membership fees); and (Ill) the Tax Gross-Up Amount, if applicable. Except as specifically provided herein, no other payments or benefits will be furnished or paid, and all contributions or deductions, if any (other than deductions made in connection with the benefits specifically provided for herein, if any), shall cease as of the Effective Date. The Executive’s employment shall be deemed to have been terminated within thirty (30) months after the occurrence of a Change in Control of the Company, as defined in Section 2 above, if Executive's employment by the Company shall be terminated (other than for death or Disability) by (i) the Company other than for without Cause or (ii) by the Executive with Good Reason, then Reason and the Executive shall be entitled to receive the following payments and benefits: described in this Section 6 (Ai) Commencing on if terminated prior to a Change in Control without Cause at the Date direction of Termination and continuing for a period of twelve (12) months ("Compensation Continuation Period"), person or entity who or that has entered into an agreement with the Company shall continue to pay to Executive his the consummation of which will constitute a Change in Control or her base salary (as in effect immediately prior to such termination), less applicable withholding taxes, payable in bi-weekly installments (each a "Salary Continuation Payment"), provided that, if Executive is employed by another employer, Salary Continuation Payments made after payment of thirteen (13) bi-weekly Salary Continue Payment installments have been made shall be subject to reduction by the amount of Executive's then-current bi-weekly base salary. (B) If Employee timely elects to continue medical and health benefits pursuant to the Consolidated Omnibus Reconciliation Act of 1985, as amended ("COBRA"), the Company shall reimburse Executive for, or otherwise shall pay, the COBRA premiums from the Date of Termination until the earlier of (1) the twelve (12) month anniversary of the Date of Termination or (2) the date on which Executive becomes eligible for healthcare benefits under a health and welfare plans offered by another employer. After expiration of the Compensation Continuation Period, in accordance with COBRA rules, Executive may, at Executive's option and expense, continue such coverage at Executive's expense without reimbursement by the Company. (C) The Company shall also pay to Executive, no less frequently than monthly, all legal fees and expenses reasonably incurred by Executive in connection with this Agreement (including all such fees and expenses, if any, incurred in contesting or disputing the nature of any such termination for purposes of this Agreement or in seeking to obtain or enforce any right or benefit provided by this Agreement); provided, however, that if a determination is made by the arbitrator selected under Section 11 hereof that Executive acted in a frivolous manner in contesting or disputing such termination or seeking to obtain or enforce such right or benefit, the Company shall not be liable to pay such legal fees or expenses otherwise provided for thereunder and the Company shall be entitled to recover from Executive any such amounts so paid (either directly or, except as would violate the requirements of Section 409A(a)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), by setoff against any amounts then owed Executive by the Company). Notwithstanding the penultimate sentence of Section 7, no reimbursement pursuant to this Section 4(i)(C) shall be paid later than the last day of the tenth (10th) calendar year following the calendar year in which the applicable statute of limitations for breach of contract claims expires or, if later, the last day of the calendar year following the calendar year in which there is a settlement or other final and nonappealable resolution of the related contest or dispute. (ii) Notwithstanding if the foregoing provisions Executive terminates his employment with Good Reason prior to a Change in Control (determined by treating a Potential Change in Control as a Change in Control in applying the definition of this Section 4, if, as of Good Reason) if the Separation from Service Date, Executive is a Specified Employee, then, except to circumstance or event that constitutes Good Reason occurs at the extent that this Agreement does not provide for a "deferral of compensation" within the meaning of Section 409A of the Code, the following shall apply: (A) No payments shall be made and no benefits shall be provided to Executive, in each case, during the period beginning on the Separation from Service Date and ending on the six-month anniversary direction of such date or, if earlier, the date of Executive's deathperson or entity. (B) On the first business day of the first month following the month in which occurs the six-month anniversary of the Separation from Service Date or, if earlier, Executive's death, the Company shall make a one-time, lump-sum cash payment to the Executive in an amount equal to the sum of (x) the amounts otherwise payable to the Executive under this Agreement during the period described in Section 4(i)(A) above and (y) the amount of interest on the foregoing at the applicable federal rate for instruments of less than one year.