Common use of Lump Sum Payments Clause in Contracts

Lump Sum Payments. Subject to the provisions of Section 9 hereof, if during the Employment Period the Corporation terminates the Executive’s employment other than for Cause or Disability, or the Executive terminates his employment for Good Reason, the Corporation shall pay to the Executive in a lump sum in cash within 15 days after the Date of Termination the aggregate of the following amounts: (A) if not therefore paid, the Executive’s Base Salary through the Date of Termination; (B) a cash amount equal to two times the sum of (1) The Executive’s annual Base Salary at the rate specified in Section 5(d)(i)(A); and (2) The Average MIC Payment as defined in Section 5(b). (C) a cash amount equal to the present value of the incremental retirement benefits (including, without limitation, any pension, retiree life or retiree medical benefits) that would have been payable or available to the Executive under any Qualified Plan, or under any supplemental retirement, life or medical plan or arrangement, whether or not qualified, maintained by the Corporation or a Subsidiary based on the age and service the Executive would have attained or completed had the Executive continued in the Corporation’s employ until the expiration of the Employment Period, determined using, where compensation at the Date of Termination, with such present value being calculated using the Discount Rate (as defined below); provided, however, that in lieu of any cash payment in respect of retirees life or medical coverage for which the Executive would have qualified by remaining in the Corporation’s employ until the expiration of the Employment Period, the Corporation may arrange for such coverage to continue for the executive (or may secure equivalent conversion coverage) and shall pay the cost of such coverage. For purposes of this Agreement, the Discount Rate shall mean the average of the rate payable on U.S. Treasury notes having a term of one year and the rate payable on high quality corporate bonds having a term of not more than 10 years as reported on the ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ indexes (or other comparable indexes); (D) a cash amount equal to the present value (determined using the Discount Rate) of any supplemental retirement benefits with respect to which the Executive had not become vested prior to the Date of Termination; and (E) a cash amount equal to any amounts (other than amounts payable to Executive under any Qualified Plans) described in Sections 7(a)(ii) and (iii).

Lump Sum Payments. Subject to the provisions of Section 9 hereof, if during the Employment Period the Corporation terminates the Executive’s employment other than for Cause or Disability, or the Executive terminates his employment for Good Reason, the Corporation shall pay to the Executive in a lump sum in cash within 15 days after the Date of Termination the aggregate of the following amounts: (A) if not therefore theretofore paid, the Executive’s Base Salary through the Date of TerminationTermination ; (B) a cash amount equal to two times the sum of (1) The the Executive’s annual Base Salary at the rate specified in Section 5(d)(i)(A); and (2) The the Average MIC Payment as defined in Section 5(b). (C) a cash amount equal to the present value of the incremental retirement benefits (including, without limitation, any pension, retiree life or retiree medical benefits) that would have been payable or available to the Executive under any Qualified Plan, or under any supplemental retirement, life or medical plan or arrangement, whether or not qualified, maintained by the Corporation or a Subsidiary based on the age and service the Executive would have attained or completed had the Executive continued in the Corporation’s employ until the expiration of the Employment Period, determined using, where compensation is a relevant factor, his pensionable compensation at the Date of Termination, with such present value being calculated using the Discount Rate (as defined below); provided, however, that in lieu of any cash payment in respect of retirees retiree life or medical coverage for which the Executive would have qualified by remaining in the Corporation’s employ until the expiration of the Employment Period, the Corporation may arrange for such coverage to continue for the executive Executive (or may secure equivalent conversion coverage) and shall pay the cost of such coverage. For purposes of this Agreement, the Discount Rate shall mean the average of the rate payable on U.S. Treasury notes having a term of one year and the rate payable on high quality corporate bonds having a term of not more than 10 years as reported on the ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ indexes Indexes (or other comparable indexes); (D) a cash amount equal to the present value (determined using the Discount Rate) of any supplemental retirement benefits with respect to which the Executive had not become vested prior to the Date of Termination; and (E) a cash amount equal to any amounts (other than amounts payable to Executive under any Qualified Plans) described in Sections 7(a)(ii) and (iii)) .

Lump Sum Payments. Subject to the provisions of Section 9 hereof, if during the Employment Period the Corporation terminates the Executive’s employment other than for Cause or Disability, or the Executive terminates his employment for Good Reason, the Corporation shall pay to the Executive in a lump sum in cash within 15 days after the Date of Termination the aggregate of the following amounts: (A) if not therefore paid, the Executive’s Base Salary through the Date of Termination; (B) a cash amount equal to two times the sum of (1) The the Executive’s annual Base Salary at the rate specified in Section 5(d)(i)(A); and (2) The the Average MIC Payment as defined in Section 5(b). (C) a cash amount equal to the present value of the incremental retirement benefits (including, without limitation, any pension, retiree life or retiree medical benefits) that would have been payable or available to the Executive under any Qualified Plan, or under any supplemental retirement, life or medical plan or arrangement, whether or not qualified, maintained by the Corporation or a Subsidiary based on the age and service the Executive would have attained or completed had the Executive continued in the Corporation’s employ until the expiration of the Employment Period, determined using, where compensation at the Date of Termination, with such present value being calculated using the Discount Rate (as defined below); provided, however, that in lieu of any cash payment in respect of retirees life or medical coverage for which the Executive would have qualified by remaining in the Corporation’s employ until the expiration of the Employment Period, the Corporation may arrange for such coverage to continue for the executive Executive (or may secure equivalent conversion coverage) and shall pay the cost of such coverage. For purposes of this Agreement, the Discount Rate shall mean the average of the rate payable on U.S. Treasury notes having a term of one year and the rate payable on high quality corporate bonds having a term of not more than 10 years as reported on the ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ indexes Indexes (or other comparable indexes); (D) a cash amount equal to the present value (determined using the Discount Rate) of any supplemental retirement benefits with respect to which the Executive had not become vested prior to the Date of Termination; and (E) a cash amount equal to any amounts (other than amounts payable to Executive under any Qualified Plans) described in Sections 7(a)(ii) and (iii).

Lump Sum Payments. Subject to the provisions of Section 9 hereofIf, if during the Employment Period Period, the Corporation Company terminates the Executive’s 's employment other than for Cause or DisabilityCause, or following a Change of Control the Executive terminates his employment for Good Reason, the Corporation Company shall pay to the Executive in a lump sum in cash within 15 days after the Date of Termination the aggregate of the following amounts: : (A) if not therefore paid, the Executive’s Base Salary through the Date of Termination; 's Earned Salary; (B) a cash amount (the "Severance Amount") equal to two times the sum of of (1) The the Executive’s 's annual Base Salary at the rate specified in Section 5(d)(i)(A)Salary; and and (2) The Average MIC Payment as defined in Section 5(b). the higher of (x) the Minimum Bonus Amount and (y) the average of the bonuses payable to the Executive for the three fiscal years of the Company ending immediately prior to the Date of Termination; (C) a cash amount (the "Incremental Retirement Benefit") equal to the present value value, calculated using a discount rate equal to the then prevailing applicable Federal rate as determined under Section 1274(d) of the incremental Code, of the additional retirement benefits (including, without limitation, any pension, retiree life or retiree medical benefits) that would have been payable or available to the Executive under any employee benefit plan qualified (a "Qualified Plan") under Section 401(a) of the Internal Revenue Code of 1986, or as amended (the "Code") and under any supplemental retirementthe SRP, life or medical plan or arrangement, whether or not qualified, maintained by the Corporation or a Subsidiary based on (x) the age and service the Executive would have attained or completed had the Executive continued in the Corporation’s Company's employ until the expiration of the Employment Period, determined using(y) where applicable, the IC Accrual Rate, and (z) where compensation is a relevant factor, his pensionable compensation at the Date of Termination, with such present value being calculated using the Discount Rate (as defined below); provided, however, that in lieu of any cash payment in respect of retirees life or medical coverage for which the Executive would have qualified by remaining in the Corporation’s employ until the expiration of the Employment Period, the Corporation may arrange for such coverage to continue for the executive (or may secure equivalent conversion coverage) and shall pay the cost of such coverage. For purposes of this Agreement, the Discount Rate shall mean the average of the rate payable on U.S. Treasury notes having a term of one year and the rate payable on high quality corporate bonds having a term of not more than 10 years as reported on the ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ indexes (or other comparable indexes); (D) the Pro-Rated Bonus; (E) the Pro-Rated Long Term Incentive; (F) the Additional IC Retirement Benefit; (G) the Accrued Obligations. Any Earned Salary, Severance Amount, Incremental Retirement Benefit, Pro-Rated Bonus and Pro-Rated Long Term Incentive shall be paid in cash in a cash amount equal to the present value single lump sum as soon as practicable, but in no event more than 30 days (determined using the Discount Rate) of any supplemental retirement benefits with respect to which the Executive had not become vested prior to or at such earlier date required by law), following the Date of Termination; and (E) a cash amount equal to any amounts (other than amounts . Accrued Obligations shall be paid in accordance with the terms of the applicable plan, program or arrangement. The Additional IC Retirement Benefit shall be payable to Executive under any Qualified Plans) described in Sections 7(a)(ii) and (iii)accordance with the terms of the SRP.

Lump Sum Payments. Subject to If either (a) the provisions of Section 9 hereof, if during the Employment Period the Corporation Company terminates the ExecutiveSenior Officer’s employment other than for Cause during the Employment Period or Disability, or the Executive (b) Senior Officer terminates his employment for Good ReasonReason at any time during the Employment Period, then the Corporation Company shall pay to the Executive in a lump sum in cash within 15 days after the Date of Termination the aggregate of Senior Officer the following amounts: (A) if not therefore paid, the ExecutiveSenior Officer’s Base Salary through the Date of TerminationEarned Salary; (B) a cash amount (the “Severance Amount”) equal to two (2) times the sum of (1) The ExecutiveSenior Officer’s annual Base Salary at the rate specified in Section 5(d)(i)(A)Salary; and (2) The Average MIC Payment the greater of (i) the average of the bonus amount payable (including any amounts payable under the AIP) to Senior Officer (including any amounts the receipt of which Senior Officer elected to defer) with respect to the three fiscal years of the Company (or, if fewer, the number of such fiscal years in which Senior Officer was an employee of the Company or its affiliates) immediately before the Change in Control (including, for this purpose, any AIP Payout (as defined in Section 5(b7(c)(i)(C).) or (ii) the average of the bonus amount payable (including any amounts payable under the AIP) to Senior Officer (including any amounts the receipt of which Senior Officer elected to defer) with respect to the three fiscal years of the Company (or, if fewer, the number of such fiscal years in which Senior Officer was an employee of the Company or its affiliates) immediately before the Date of Termination (including, for this purpose, any AIP Payout); and (C) if Senior Officer has an annual cash bonus opportunity (including a cash amount equal to bonus opportunity under the present value AIP) outstanding and unpaid as of the incremental retirement benefits (including, without limitation, any pension, retiree life or retiree medical benefits) that would have been payable or available to the Executive under any Qualified Plan, or under any supplemental retirement, life or medical plan or arrangement, whether or not qualified, maintained by the Corporation or a Subsidiary based on the age and service the Executive would have attained or completed had the Executive continued in the Corporation’s employ until the expiration of the Employment Period, determined using, where compensation at the Date of Termination, a cash payment (the “AIP Payout”) equal to (1) if the Date of Termination is before December 31 of the fiscal year of the Company to which such bonus opportunity relates, an amount equal to Senior Officer’s target bonus opportunity under such bonus plan for such fiscal year, and (2) if the Date of Termination is on or after December 31 of the fiscal year of the Company to which such bonus opportunity relates, an amount equal to the amount Senior Officer would have received under such bonus plan for such fiscal year based on actual achievement of the performance goals with such present value being calculated using the Discount Rate respect thereto (as defined below); providedassuming, howeverfor this purpose, that all subjective performance measures are achieved at a level equal to the greater of the level determined by the Company pursuant to the terms of such bonus plan and 100%). Payment of the AIP Payout shall be in lieu of payment of any annual cash payment in bonus opportunity otherwise due and payable with respect of retirees life or medical coverage for which to the Executive would have qualified by remaining in the Corporation’s employ until the expiration fiscal year of the Employment Period, the Corporation may arrange for such coverage Company referred to continue for the executive (or may secure equivalent conversion coverage) and shall pay the cost of such coverage. For purposes of in this Agreement, the Discount Rate shall mean the average of the rate payable on U.S. Treasury notes having a term of one year and the rate payable on high quality corporate bonds having a term of not more than 10 years as reported on the ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ indexes (or other comparable indexesSection 7(c)(i)(C);. (D) the Accrued Obligations. The Earned Salary and Severance Amount shall be paid in cash in a cash amount equal to the present value single lump sum as soon as practicable, but in no event more than 10 business days (determined using the Discount Rate) of any supplemental retirement benefits with respect to which the Executive had not become vested prior to or such earlier date required by law), following the Date of Termination; and . The AIP Payout shall be paid in cash in a single lump sum (Ea) a cash amount equal to any amounts if payable under Section 7(c)(i)(C)(1), as soon as practicable, but in no event more than 10 business days (other than amounts payable to Executive under any Qualified Plans) described in Sections 7(a)(ii) or such earlier date required by law), following the Date of Termination, and (iiib) if payable under Section 7(c)(i)(C)(2), as soon as practicable, but in no event more than 30 business days (or such earlier date required by law), following the Date of Termination. Accrued Obligations shall be paid in accordance with the terms of the applicable plan, policy, program or arrangement.

Lump Sum Payments. (a) Subject to Sections 4.4(a) and 4.9, SMH covenants and agrees to pay to Project Co the provisions of Section 9 hereofTower Interim Completion Payment and the applicable HST on the Tower Interim Completion Payment Date. (b) Subject to Sections 4.4(b) and 4.9, SMH covenants and agrees to pay to Project Co the Substantial Completion Payment and the applicable HST on the Substantial Completion Payment Date. Notwithstanding the foregoing, if during the Employment Period Warranty Letter of Credit has not been delivered to SMH by the Corporation terminates Substantial Completion Payment Date, SMH may withhold from the Executive’s employment other than for Cause or DisabilitySubstantial Completion Payment a holdback amount of $[REDACTED] (the “Warranty Cash Amount”). In such an event, or such Warranty Cash Amount may be withheld by SMH until the Executive terminates his employment for Good Reasondate that is two Business Days following the date that the Warranty Letter of Credit has been delivered to SMH and, upon such second Business Day, the Corporation Warranty Cash Amount shall be paid by SMH to Project Co. Until receipt of the Warranty Letter of Credit, SMH may use the Warranty Cash Amount in the place of, in the same manner as and for the same purpose as the Warranty Letter of Credit. The withholding of the Warranty Cash Amount in accordance with this Section 4.3(b) shall be SMH’s sole remedy for failure on the part of Project Co to deliver the Warranty Letter of Credit by the Substantial Completion Payment Date and, for greater certainty, SMH shall not be entitled to withhold payment of the balance of the Substantial Completion Payment as a result of any such failure on the part of Project Co. (c) On the date that is 2 Business Days following the date upon which the Independent Certifier provides SMH with written confirmation that Project Co has completed the installation and commissioning of all Not-In-Contract Equipment in accordance with Section 21, SMH shall pay to Project Co the Executive in a lump sum in cash within 15 days after the Date of Termination the aggregate of the following amounts: (A) if not therefore paid, the Executive’s Base Salary through the Date of Termination; (B) a cash amount equal to two times the sum of (1) The Executive’s annual Base Salary at the rate specified in Section 5(d)(i)(A); and (2) The Average MIC Payment as defined in Section 5(b)Not-In-Contract Equipment Fee. (Cd) a cash amount equal to On the present value of date that is 2 Business Days following the incremental retirement benefits date upon which the Independent Certifier provides SMH with written confirmation that Project Co has completed the final Transition (including, without limitation, any pension, retiree life or retiree medical benefits) that would have been payable or available to the Executive under any Qualified Plan, or under any supplemental retirement, life or medical plan or arrangement, whether or not qualified, maintained by the Corporation or a Subsidiary based on the age and service the Executive would have attained or completed had the Executive continued in the Corporation’s employ until the expiration of the Employment Period, determined using, where compensation at the Date of Termination, with such present value being calculated using the Discount Rate (as defined below); provided, however, that in lieu of any cash payment in respect of retirees life or medical coverage for which the Executive would have qualified by remaining in the Corporation’s employ until the expiration of the Employment Periodgreater certainty, the Corporation may arrange for such coverage to continue for the executive (or may secure equivalent conversion coveragetransfer, installation and commissioning of all Existing Equipment) and in accordance with Section 24.14, SMH shall pay to Project Co the cost of such coverage. For purposes of this Agreement, the Discount Rate shall mean the average of the rate payable on U.S. Treasury notes having a term of one year and the rate payable on high quality corporate bonds having a term of not more than 10 years as reported on the ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ indexes (or other comparable indexes); (D) a cash amount equal to the present value (determined using the Discount Rate) of any supplemental retirement benefits with respect to which the Executive had not become vested prior to the Date of Termination; and (E) a cash amount equal to any amounts (other than amounts payable to Executive under any Qualified Plans) described in Sections 7(a)(ii) and (iii)Transition Services Fee.

Lump Sum Payments. Subject to the provisions of Section 9 hereofIf, if during the Employment Period Period, the Corporation Company terminates the Executive’s 's employment other than for Cause or DisabilityCause, or following a Change of Control the Executive terminates his employment for Good Reason, the Corporation Company shall pay to the Executive in a lump sum in cash within 15 days after the Date of Termination the aggregate of the following amounts: : (A) if not therefore paid, the Executive’s Base Salary through the Date of Termination; 's Earned Salary; (B) a cash amount (the "Severance Amount") equal to two three times the sum of of (1) The the Executive’s 's annual Base Salary at the rate specified in Section 5(d)(i)(A)Salary; and and (2) The Average MIC Payment as defined in Section 5(b). the higher of (x) the Minimum Bonus Amount and (y) the average of the bonuses payable to the Executive for the three fiscal years of the Company ending immediately prior to the Date of Termination; (C) a cash amount (the "Incremental Retirement Benefit") equal to the present value value, calculated using a discount rate equal to the then prevailing applicable Federal rate as determined under Section 1274(d) of the incremental Code, of the additional retirement benefits (including, without limitation, any pension, retiree life or retiree medical benefits) that would have been payable or available to the Executive under any employee benefit plan qualified (a "Qualified Plan") under Section 401(a) of the Internal Revenue Code of 1986, or as amended (the "Code") and under any supplemental retirementthe SRP, life or medical plan or arrangement, whether or not qualified, maintained by the Corporation or a Subsidiary based on (x) the age and service the Executive would have attained or completed had the Executive continued in the Corporation’s Company's employ until the expiration of the Employment Period, determined using(y) where applicable, the IC Accrual Rate, and (z) where compensation is a relevant factor, his pensionable compensation at the Date of Termination, with such present value being calculated using the Discount Rate (as defined below); provided, however, that in lieu of any cash payment in respect of retirees life or medical coverage for which the Executive would have qualified by remaining in the Corporation’s employ until the expiration of the Employment Period, the Corporation may arrange for such coverage to continue for the executive (or may secure equivalent conversion coverage) and shall pay the cost of such coverage. For purposes of this Agreement, the Discount Rate shall mean the average of the rate payable on U.S. Treasury notes having a term of one year and the rate payable on high quality corporate bonds having a term of not more than 10 years as reported on the ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ indexes (or other comparable indexes); (D) the Pro-Rated Bonus; (E) the Pro-Rated Long Term Incentive; (F) the Additional IC Retirement Benefit; (G) the Accrued Obligations. Any Earned Salary, Severance Amount, Incremental Retirement Benefit, Pro-Rated Bonus and Pro-Rated Long Term Incentive shall be paid in cash in a cash amount equal to the present value single lump sum as soon as practicable, but in no event more than 30 days (determined using the Discount Rate) of any supplemental retirement benefits with respect to which the Executive had not become vested prior to or at such earlier date required by law), following the Date of Termination; and (E) a cash amount equal to any amounts (other than amounts . Accrued Obligations shall be paid in accordance with the terms of the applicable plan, program or arrangement. The Additional IC Retirement Benefit shall be payable to Executive under any Qualified Plans) described in Sections 7(a)(ii) and (iii)accordance with the terms of the SRP.

Lump Sum Payments. Subject to the provisions of Section 9 hereof, if during the Employment Period the Corporation terminates the Executive’s employment other than for Cause or Disability, or the Executive terminates his employment for Good Reason, the Corporation shall pay to the Executive in a lump sum in cash within 15 days after the Date of Termination the aggregate of the following amounts: (A) if not therefore theretofore paid, the Executive’s Base Salary through the Date of Termination; (B) a cash amount equal to two times the sum of (1) The the Executive’s annual Base Salary at the rate specified in Section 5(d)(i)(A); and (2) The the Average MIC Payment as defined in Section 5(b). (C) a cash amount equal to the present value of the incremental retirement benefits (including, without limitation, any pension, retiree life or retiree medical benefits) that would have been payable or available to the Executive under any Qualified Plan, or under any supplemental retirement, life or medical plan or arrangement, whether or not qualified, maintained by the Corporation or a Subsidiary based on the age and service the Executive would have attained or completed had the Executive continued in the Corporation’s employ until the expiration of the Employment Period, determined using, where compensation is a relevant factor, his pensionable compensation at the Date of Termination, with such present value being calculated using the Discount Rate (as defined below); provided, however, that in lieu of any cash payment in respect of retirees retiree life or medical coverage for which the Executive would have qualified by remaining in the Corporation’s employ until the expiration of the Employment Period, the Corporation may arrange for such coverage to continue for the executive Executive (or may secure equivalent conversion coverage) and shall pay the cost of such coverage. For purposes of this Agreement, the Discount Rate shall mean the average of the rate payable on U.S. Treasury notes having a term of one year and the rate payable on high quality corporate bonds having a term of not more than 10 years as reported on the ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ indexes Indexes (or other comparable indexes); (D) a cash amount equal to the present value (determined using the Discount Rate) of any supplemental retirement benefits with respect to which the Executive had not become vested prior to the Date of Termination; and (E) a cash amount equal to any amounts (other than amounts payable to Executive under any Qualified Plans) described in Sections 7(a)(ii) and (iii).

Lump Sum Payments. Subject to If either (a) the provisions of Section 9 hereof, if during the Employment Period the Corporation Company terminates the ExecutiveSenior Officer’s employment other than for Cause during the Employment Period or Disability, or the Executive (b) Senior Officer terminates his employment for Good ReasonReason at any time during the Employment Period, then the Corporation Company shall pay to the Executive in a lump sum in cash within 15 days after the Date of Termination the aggregate of Senior Officer the following amounts: (A) if not therefore paid, the ExecutiveSenior Officer’s Base Salary through the Date of TerminationEarned Salary; (B) a cash amount (the “Severance Amount”) equal to two (2) times the sum of (1) The ExecutiveSenior Officer’s annual Base Salary at the rate specified in Section 5(d)(i)(A)Salary; and (2) The Average MIC Payment the greater of (i) the average of the bonus amount payable (including any amounts payable under the AIP) to Senior Officer (including any amounts the receipt of which Senior Officer elected to defer) with respect to the three fiscal years of the Company (or, if fewer, the number of such fiscal years in which Senior Officer was an employee of the Company or its affiliates) immediately before the Change in Control (including, for this purpose, any AIP Payout (as defined in Section 5(b7(c)(i)(C).) or (ii) the average of the bonus amount payable (including any amounts payable under the AIP) to Senior Officer (including any amounts the receipt of which Senior Officer elected to defer) with respect to the three fiscal years of the Company (or, if fewer, the number of such fiscal years in which Senior Officer was an employee of the Company or its affiliates) immediately before the Date of Termination (including, for this purpose, any AIP Payout); and (C) if Senior Officer has an annual cash bonus opportunity (including a cash amount equal to bonus opportunity under the present value AIP) outstanding and unpaid as of the incremental retirement benefits (including, without limitation, any pension, retiree life or retiree medical benefits) that would have been payable or available to the Executive under any Qualified Plan, or under any supplemental retirement, life or medical plan or arrangement, whether or not qualified, maintained by the Corporation or a Subsidiary based on the age and service the Executive would have attained or completed had the Executive continued in the Corporation’s employ until the expiration of the Employment Period, determined using, where compensation at the Date of Termination, a cash payment (the “AIP Payout”) equal to (1) if the Date of Termination is before December 31 of the fiscal year of the Company to which such bonus opportunity relates, an amount equal to Senior Officer’s target bonus opportunity under such bonus plan for such fiscal year, and (2) if the Date of Termination is on or after December 31 of the fiscal year of the Company to which such bonus opportunity relates, an amount equal to the amount Senior Officer would have received under such bonus plan for such fiscal year based on actual achievement of the performance goals with such present value being calculated using the Discount Rate respect thereto (as defined below); providedassuming, howeverfor this purpose, that all subjective performance measures are achieved at a level equal to the greater of the level determined by the Company pursuant to the terms of such bonus plan and 100%). Payment of the AIP Payout shall be in lieu of payment of any annual cash payment in bonus opportunity otherwise due and payable with respect of retirees life or medical coverage for which to the Executive would have qualified by remaining in the Corporation’s employ until the expiration fiscal year of the Employment Period, the Corporation may arrange for such coverage Company referred to continue for the executive (or may secure equivalent conversion coverage) and shall pay the cost of such coverage. For purposes of in this Agreement, the Discount Rate shall mean the average of the rate payable on U.S. Treasury notes having a term of one year and the rate payable on high quality corporate bonds having a term of not more than 10 years as reported on the ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ indexes (or other comparable indexesSection 7(c)(i)(C);. (D) the Accrued Obligations. Subject to Section 7(f), the Earned Salary and Severance Amount shall be paid in cash in a cash amount equal to the present value single lump sum as soon as practicable, but in no event more than 10 business days (determined using the Discount Rate) of any supplemental retirement benefits with respect to which the Executive had not become vested prior to or such earlier date required by law), following the Date of Termination; and . Subject to Section 7(f), the AIP Payout shall be paid in cash in a single lump sum (Ea) a cash amount equal to any amounts if payable under Section 7(c)(i)(C)(1), as soon as practicable, but in no event more than 10 business days (other than amounts payable to Executive under any Qualified Plans) described in Sections 7(a)(ii) or such earlier date required by law), following the Date of Termination, and (iiib) if payable under Section 7(c)(i)(C)(2), as soon as practicable, but in no event later than the earlier of (i) 30 business days (or such earlier date required by law) following the Date of Termination and (ii) March 15 of the year following the calendar year for which the AIP Payout is payable. Accrued Obligations shall be paid in accordance with the terms of the applicable plan, policy, program or arrangement.

Lump Sum Payments. Subject to the provisions of Section 9 hereof, if If during the Employment Period the Corporation terminates Avery shall ----------------- terminate the Executive’s 's employment other than for Cause or Disability, or the Executive terminates shall terminate his employment for Good Reason, the Corporation Reason prior to a Change of Control as provided in Section 5(e): (I) Avery shall pay to the Executive in a lump sum in cash within 15 30 days after the Date of Termination the aggregate of the following amounts: (A) if not therefore theretofore paid, the Executive’s 's Base Salary through the Date of TerminationTermination at the rate in effect at the time of Notice of Termination was given; (B) a cash amount current year ELCP bonus equal to the average of the greatest two out of the three most recent annual ELCP bonuses received by Executive (which two greatest ELCP bonuses need not represent consecutive years) and prorated to reflect the total number of full months Executive is employed in the year in which termination occurs; (C) an LTIP payment reflective of the Executive's full participation in the three-year plan, so that at the time that final performance under the Plan is determinable and individual payouts calculated, Executive shall promptly receive an amount equivalent to what he would have received if he had remained employed through the date of such payouts. (D) two times the sum of of (1x) The the Executive’s 's annual Base Salary at the rate specified in Section 5(d)(i)(A); and effect at the time the Notice of Termination is given and (2y) The Average MIC Payment as the Annual Bonus defined in Section 5(b5(d)(i)(I)(B), but without proration. (CII) Options granted to Executive under ▇▇▇▇▇'▇ stock option plans (the "Stock Option Plan") which options have been outstanding for more than six months shall become immediately exercisable and Executive shall have for a cash amount equal period of not less than 2 years following such Date of Termination to exercise all options granted under the present value Stock Option Plans then exercisable, but not to exceed the term of the incremental retirement benefits (including, without limitation, any pension, retiree life or retiree medical benefits) that would have been payable or available to the Executive under any Qualified Plangrant, or under any supplemental retirementwhich become exercisable pursuant to this clause (II). For options granted to Executive on and after November 30, life or medical plan or arrangement1995, whether or not qualified, maintained by the Corporation or a Subsidiary based on the age and service the Executive would have attained or completed had the Executive continued in the Corporation’s employ until the expiration of the Employment Period, determined using, where compensation at event Executive is age 55 or older on the Date of Termination, with such present value being calculated using he will be treated as a retiree under the Discount Rate Stock Option Plan, which will enable Executive to vest in and exercise stock options theretofore granted under that plan, for a period of up to five years (as defined below); provided, however, that but in lieu of any cash payment in respect of retirees life or medical coverage for which the Executive would have qualified by remaining in the Corporation’s employ until no event past the expiration of the Employment Periodterm of the option grant). (III) In addition, Avery shall, promptly upon submission by the Corporation may arrange for such coverage Executive of supporting documentation, pay or reimburse to the Executive any costs and expenses paid or incurred by the Executive which would have been payable under Section 3(e) if his employment had not terminated; and (IV) Until the earlier of (i) the second anniversary of the Date of Termination referred to in this Section, or (ii) the date Executive accepts other employment, Avery shall continue for benefits to the executive (or may secure equivalent conversion coverageExecutive and/or his family at least equal to those which would have been provided to them in accordance with the plans, programs and policies described in Sections 3(d) and 3(f) of this Agreement if the Executive's employment had not been terminated, if and as in effect from time to time with respect to executives employed by Avery with comparable responsibilities and their families. The last 18 months of Executive's participation shall pay the cost of such coverage. be (V) For purposes of this Agreementthe Avery nonqualified deferred compensation and qualified and nonqualified retirement plans, Executive shall be credited with two years of service in addition to his years of service actually accrued through the Discount Rate Date of Termination and Executive shall mean also be credited with (i) the average number of the rate payable on U.S. Treasury notes having a term years of one year and the rate payable on high quality corporate bonds having a term of not more than 10 years as reported on the ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ indexes (or other comparable indexes); (D) a cash amount equal attained age in addition to the present value (determined using the Discount Rate) of any supplemental retirement benefits with respect to which the Executive had not become vested prior to his actual age attained upon the Date of Termination; and (E) a cash amount equal to any amounts (other than amounts payable to Executive under any Qualified Plans) described in Sections 7(a)(ii) , and (iii).ii) the number of years of service, minimally required in order to satisfy the requirements for "early retirement" benefits eligibility under both the Avery deferred compensation and qualified and nonqualified retirement plans. The crediting of age and service to the Executive shall be taken into account for all purposes of the plans. During the two-year period immediately succeeding Executive's termination date, Executive shall participate in any enhancements or improvements to Avery benefit plans available to Avery executives, including extensions to the duration of receipt of payments, increased payment amounts, or any other similar changes which may ensue during the applicable period. In the event that the benefits described above cannot be provided by the terms of the plans referred to herein, Avery shall provide the Executive with identical benefits outside of such plans. Commencement of benefits under

Lump Sum Payments. Subject to If either (a) the provisions of Section 9 hereof, if during the Employment Period the Corporation Company terminates the Executive’s employment Officer's em­ployment other than for Cause during the Employ­ment Period or Disability, or the Executive (b) Officer terminates his employment for Good ReasonReason at any time during the Employment Period, then the Corporation Company shall pay to the Executive in a lump sum in cash within 15 days after the Date of Termination the aggregate of Officer the following amounts: (A) if not therefore paid, the Executive’s Base Salary through the Date of TerminationOfficer's Earned Salary; (B) a cash amount (the "Severance Amount") equal to two one and one-half (1.5) times the sum of (1) The Executive’s Officer's annual Base Salary at the rate specified in Section 5(d)(i)(A)Salary; and (2) The Average MIC Payment the greater of (i) the average of the bonus amount payable (including any amounts payable under the AIP) to Officer (including any amounts the receipt of which Officer elected to defer) with respect to the three fiscal years of the Company (or, if fewer, the number of such fiscal years in which Officer was an employee of the Company or its affiliates) immediately before the Change in Control (including, for this purpose, any AIP Payout (as defined in Section 5(b7(c)(i)(C).) or (ii) the average of the bonus amount payable (including any amounts payable under the AIP) to Officer (including any amounts the receipt of which Officer elected to defer) with respect to the three fiscal years of the Company (or, if fewer, the number of such fiscal years in which Officer was an employee of the Company or its affiliates) immediately before the Date of Termination (including, for this purpose, any AIP Payout); and (C) if Officer has an annual cash bonus opportunity (including a cash amount equal to bonus opportunity under the present value AIP) outstanding and unpaid as of the incremental retirement benefits (including, without limitation, any pension, retiree life or retiree medical benefits) that would have been payable or available to the Executive under any Qualified Plan, or under any supplemental retirement, life or medical plan or arrangement, whether or not qualified, maintained by the Corporation or a Subsidiary based on the age and service the Executive would have attained or completed had the Executive continued in the Corporation’s employ until the expiration of the Employment Period, determined using, where compensation at the Date of Termination, a cash payment (the “AIP Payout”) equal to (1) if the Date of Termination is before December 31 of the fiscal year of the Company to which such bonus opportunity relates, an amount equal to Officer’s target bonus opportunity under such bonus plan for such fiscal year, and (2) if the Date of Termination is on or after December 31 of the fiscal year of the Company to which such bonus opportunity relates, an amount equal to the amount Officer would have received under such bonus plan for such fiscal year based on actual achievement of the performance goals with such present value being calculated using the Discount Rate respect thereto (as defined below); providedassuming, howeverfor this purpose, that all subjective performance measures are achieved at a level equal to the greater of the level determined by the Company pursuant to the terms of such bonus plan and 100%). Payment of the AIP Payout shall be in lieu of payment of any annual cash payment in bonus opportunity otherwise due and payable with respect of retirees life or medical coverage for which to the Executive would have qualified by remaining in the Corporation’s employ until the expiration fiscal year of the Employment Period, the Corporation may arrange for such coverage Company referred to continue for the executive (or may secure equivalent conversion coverage) and shall pay the cost of such coverage. For purposes of in this Agreement, the Discount Rate shall mean the average of the rate payable on U.S. Treasury notes having a term of one year and the rate payable on high quality corporate bonds having a term of not more than 10 years as reported on the ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ indexes (or other comparable indexesSection 7(c)(i)(C);. (D) the Accrued Obligations. The Earned Salary and Severance Amount shall be paid in cash in a cash amount equal to the present value single lump sum as soon as practi­cable, but in no event more than 10 business days (determined using the Discount Rate) of any supplemental retirement benefits with respect to which the Executive had not become vested prior to or such earlier date required by law), following the Date of Termination; and . The AIP Payout shall be paid in cash in a single lump sum (Ea) a cash amount equal to any amounts if payable under Section 7(c)(i)(C)(1), as soon as practi­cable, but in no event more than 10 business days (other than amounts payable to Executive under any Qualified Plans) described in Sections 7(a)(ii) or such earlier date required by law), following the Date of Termination, and (iiib) if payable under Section 7(c)(i)(C)(2), as soon as practi­cable, but in no event more than 30 business days (or such earlier date required by law), following the Date of Termination. Accrued Obligations shall be paid in accordance with the terms of the applicable plan, policy, program or arrangement.

Lump Sum Payments. Subject to the provisions of Section 9 hereof, if during the Employment Period the Corporation terminates the Executive’s 's employment other than for Cause or Disability, or the Executive terminates his employment for Good Reason, the Corporation shall pay to the Executive in a lump sum in cash within 15 days after the Date of Termination the aggregate of the following amounts: (A) if not therefore paid, the Executive’s 's Base Salary through the Date of Termination; (B) a cash amount equal to two times the sum of (1) The Executive’s 's annual Base Salary at the rate specified in Section 5(d)(i)(A); and (2) The Average MIC Payment as defined in Section 5(b). (C) a cash amount equal to the present value of the incremental retirement benefits (including, without limitation, any pension, retiree life or retiree medical benefits) that would have been payable or available to the Executive under any Qualified Plan, or under any supplemental retirement, life or medical plan or arrangement, whether or not qualified, maintained by the Corporation or a Subsidiary based on the age and service the Executive would have attained or completed had the Executive continued in the Corporation’s 's employ until the expiration of the Employment Period, determined using, where compensation at the Date of Termination, with such present value being calculated using the Discount Rate (as defined below); provided, however, that in lieu of any cash payment in respect of retirees life or medical coverage for which the Executive would have qualified by remaining in the Corporation’s 's employ until the expiration of the Employment Period, the Corporation may arrange for such coverage to continue for the executive Executive (or may secure equivalent conversion coverage) and shall pay the cost of such coverage. For purposes of this Agreement, the Discount Rate shall mean the average of the rate payable on U.S. Treasury notes having a term of one year and the rate payable on high quality corporate bonds having a term of not more than 10 years as reported on the ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ indexes (or other comparable indexes); (D) a cash amount equal to the present value (determined using the Discount Rate) of any supplemental retirement benefits with respect to which the Executive had not become vested prior to the Date of Termination; and (E) a cash amount equal to any amounts (other than amounts payable to Executive under any Qualified Plans) described in Sections 7(a)(ii) and (iii).

Lump Sum Payments. Subject to If either (a) the provisions of Section 9 hereof, if during the Employment Period the Corporation Company terminates the ExecutiveOfficer’s employment other than for Cause during the Employment Period or Disability, or the Executive (b) Officer terminates his employment for Good ReasonReason at any time during the Employment Period, then the Corporation Company shall pay to the Executive in a lump sum in cash within 15 days after the Date of Termination the aggregate of Officer the following amounts: (A) if not therefore paid, the ExecutiveOfficer’s Base Salary through the Date of TerminationEarned Salary; (B) a cash amount (the “Severance Amount”) equal to two times the sum of: (1) The ExecutiveOfficer’s annual Base Salary at the rate specified in Section 5(d)(i)(A)Salary; and (2) The Average MIC Payment the greater of (i) the average of the bonus amount payable (including any amounts payable under the AIP) to Officer (including any amounts the receipt of which Officer elected to defer) with respect to the three fiscal years of the Company (or, if fewer, the number of such fiscal years in which Officer was an employee of the Company or its affiliates) immediately before the Change in Control (including, for this purpose, any AIP Payout (as defined in Section 5(b7(c)(i)(C).) or (ii) the average of the bonus amount payable (including any amounts payable under the AIP) to Officer (including any amounts the receipt of which Officer elected to defer) with respect to the three fiscal years of the Company (or, if fewer, the number of such fiscal years in which Officer was an employee of the Company or its affiliates) immediately before the Date of Termination (including, for this purpose, any AIP Payout); and (C) if Officer has an annual cash bonus opportunity (including a cash amount equal to bonus opportunity under the present value AIP) outstanding and unpaid as of the incremental retirement benefits (including, without limitation, any pension, retiree life or retiree medical benefits) that would have been payable or available to the Executive under any Qualified Plan, or under any supplemental retirement, life or medical plan or arrangement, whether or not qualified, maintained by the Corporation or a Subsidiary based on the age and service the Executive would have attained or completed had the Executive continued in the Corporation’s employ until the expiration of the Employment Period, determined using, where compensation at the Date of Termination, a cash payment (the “AIP Payout”) equal to (1) if the Date of Termination is before December 31 of the fiscal year of the Company to which such bonus opportunity relates, an amount equal to Officer’s target bonus opportunity under such bonus plan for such fiscal year, and (2) if the Date of Termination is on or after December 31 of the fiscal year of the Company to which such bonus opportunity relates, an amount equal to the amount Officer would have received under such bonus plan for such fiscal year based on actual achievement of the performance goals with such present value being calculated using the Discount Rate respect thereto (as defined below); providedassuming, howeverfor this purpose, that all subjective performance measures are achieved at a level equal to the greater of the level determined by the Company pursuant to the terms of such bonus plan and 100%). Payment of the AIP Payout shall be in lieu of payment of any annual cash payment in bonus opportunity otherwise due and payable with respect of retirees life or medical coverage for which to the Executive would have qualified by remaining in the Corporation’s employ until the expiration fiscal year of the Employment Period, the Corporation may arrange for such coverage Company referred to continue for the executive (or may secure equivalent conversion coverage) and shall pay the cost of such coverage. For purposes of in this Agreement, the Discount Rate shall mean the average of the rate payable on U.S. Treasury notes having a term of one year and the rate payable on high quality corporate bonds having a term of not more than 10 years as reported on the ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ indexes (or other comparable indexesSection 7(c)(i)(C);. (D) the Accrued Obligations. Subject to Section 7(f), the Earned Salary and Severance Amount shall be paid in cash in a cash amount equal to the present value single lump sum as soon as practicable, but in no event more than 10 business days (determined using the Discount Rate) of any supplemental retirement benefits with respect to which the Executive had not become vested prior to or such earlier date required by law), following the Date of Termination; and . Subject to Section 7(f), the AIP Payout shall be paid in cash in a single lump sum (Ea) a cash amount equal to any amounts if payable under Section 7(c)(i)(C)(1), as soon as practicable, but in no event more than 10 business days (other than amounts payable to Executive under any Qualified Plans) described in Sections 7(a)(ii) or such earlier date required by law), following the Date of Termination, and (iiib) if payable under Section 7(c)(i)(C)(2), as soon as practicable, but in no event later than the earlier of (i) 30 business days (or such earlier date required by law) following the Date of Termination and (ii) March 15 of the year following the calendar year for which the AIP Payout is payable. Accrued Obligations shall be paid in accordance with the terms of the applicable plan, policy, program or arrangement.

Lump Sum Payments. Subject to If either (a) the provisions of Section 9 hereof, if during the Employment Period the Corporation Company terminates the Executive’s employment other than for Cause on or Disability, prior to the second anniversary of the Effective Date (the “Protection Period”) or the (b) Executive terminates his employment for Good ReasonReason at any time during the Protection Period, then the Corporation Company shall pay to the Executive in a lump sum in cash within 15 days after the Date of Termination the aggregate of the following amounts: (A) if not therefore paid, the Executive’s Base Salary through the Date of TerminationEarned Salary; (B) a cash amount (the “Severance Amount”) equal to two (2) times the sum of (1) The Executive’s annual Base Salary at as in effect immediately following the rate specified in Section 5(d)(i)(A)Effective Date; and (2) The Average MIC Payment the greater of (i) the average of the bonus amount payable (including any amounts payable under the AIP)to Executive (including any amounts the receipt of which Executive elected to defer) with respect to the three fiscal years of the Company, as applicable (or, if fewer, the number of such fiscal years in which Executive was an employee of the Company or its affiliates) immediately before the Effective Date (including, for this purpose, any AIP Payout (as defined in Section 5(b6(c)(i)(C)) or (ii) the average of the bonus amount payable (including any amounts payable under the AIP) to Executive (including any amounts the receipt of which Executive elected to defer) with respect to the three fiscal years of the Company (or, if fewer, the number of such fiscal years in which Executive was an employee of the Company or its affiliates) immediately before the Effective Date (including, for this purpose, any AIP Payout); less (3) the amount of any portion of the Retention Bonus paid to Executive prior to the Date of Termination or payable to the Executive under Section 4(f)(ii)(A). (C) if Executive has an annual cash bonus opportunity (including a cash amount equal to bonus opportunity under the present value AIP) outstanding and unpaid as of the incremental retirement benefits (including, without limitation, any pension, retiree life or retiree medical benefits) that would have been payable or available to the Executive under any Qualified Plan, or under any supplemental retirement, life or medical plan or arrangement, whether or not qualified, maintained by the Corporation or a Subsidiary based on the age and service the Executive would have attained or completed had the Executive continued in the Corporation’s employ until the expiration of the Employment Period, determined using, where compensation at the Date of Termination, with such present value being calculated using the Discount Rate (as defined below); provided, however, that in lieu of any a cash payment in respect (the “AIP Payout”) equal to (1) if the Date of retirees life or medical coverage for which the Executive would have qualified by remaining in the Corporation’s employ until the expiration Termination is before December 31 of the Employment Periodfiscal year of the Company to which such bonus opportunity relates, the Corporation may arrange an amount equal to Executive’s target bonus opportunity under such bonus plan for such coverage to continue for fiscal year, and (2) if the executive (Date of Termination is on or may secure equivalent conversion coverage) and shall pay the cost of such coverage. For purposes of this Agreement, the Discount Rate shall mean the average after December 31 of the rate payable on U.S. Treasury notes having a term fiscal year of one year and the rate payable on high quality corporate bonds having a term of not more than 10 years as reported on the ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ indexes (or other comparable indexes); (D) a cash Company to which such bonus opportunity relates, an amount equal to the present value amount Executive would have received under such bonus plan for such fiscal year based on actual achievement of the performance goals with respect thereto (assuming, for this purpose, that all subjective performance measures are achieved at a level equal to the greater of the level determined using by the Discount Rate) Company pursuant to the terms of such bonus plan and 100%). Payment of the AIP Payout shall be in lieu of payment of any supplemental retirement benefits annual cash bonus opportunity otherwise due and payable with respect to which the Executive had not become vested prior fiscal year of the Company referred to the Date of Termination; and (E) a cash amount equal to any amounts (other than amounts payable to Executive under any Qualified Plans) described in Sections 7(a)(ii) and (iiithis Section 6(c)(i)(C).