Common use of Termination After Change in Control Clause in Contracts

Termination After Change in Control. 7.3.1 If a Change of Control shall occur during the Term of this Agreement, the term of Employee’s employment hereunder shall continue in effect until the later of the first anniversary of the date of the Change in Control and the date that the Term would otherwise have terminated without regard to the extension in this sentence, except for earlier termination as provided in Section 5 of this Agreement. The rights and obligations of Employee and Company under this Agreement upon or after any termination of the Term shall survive any such termination. 7.3.2 Notwithstanding the provisions of Section 6 hereof, if a Change in Control has occurred and Employee’s employment hereunder is terminated within one year of such Change in Control: (i) by Employee for Good Reason or (ii) by Company without Cause, then Company shall (a) pay to Employee the Base Salary and Benefits through the date of termination plus all amounts due to Employee pursuant to any Due Bonus; (b) pay to Employee, as severance pay, a lump sum amount equal to the sum of (x) twelve months’ Base Salary plus (y) an amount equal to the average annual incentive bonus earned by Employee from Company during the last four (4) completed fiscal years of Company preceding the date of Change in Control, or if Employee was not an officer during any or all of such prior four (4) fiscal years, the average of the incentives received during the fiscal years when Employee was such an officer; (c) for a period of one year after the date of termination, arrange to provide Employee with life, disability, sickness and accident, health, vision and dental insurance benefits substantially similar to those that Employee was entitled prior to the Change in Control, as well as with the other fringe benefits and perquisites to which Employee was entitled pursuant to Section 4.3 at the Company’s expense; and (d) reimburse Employee for expenses that may have been incurred, but which have not been paid as of the date of termination, subject to the requirements of Section 4.4 hereof.

Termination After Change in Control. 7.3.1 If within 24 months following a Change of Control shall occur during the Term of this Agreement, the term of Employee’s employment hereunder shall continue in effect until the later of the first anniversary of the date of the Change in Control and the date that the Term would otherwise have terminated without regard to the extension in this sentence, except for earlier termination as provided in Section 5 of this Agreement. The rights and obligations of Employee and Company under this Agreement upon or after any termination of the Term shall survive any such termination. 7.3.2 Notwithstanding the provisions of Section 6 hereof, if a Change in Control has occurred and Employee’s employment hereunder is terminated within one year of such Change in Control: (i) by Employee for Good Reason or (ii) by Company without Cause, then Company shall (a) pay to Employee the Base Salary and Benefits through the date of termination plus all amounts due to Employee pursuant to any Due Bonus; (b) pay to Employee, as severance pay, a lump sum amount equal to the sum of (x) twelve months’ Base Salary plus (y) an amount equal to the average annual incentive bonus earned by Employee from Company during the last four (4) completed fiscal years of Company preceding the date of Change in Control, or if Employee was not an officer during any or all of such prior four (4) fiscal years, the average of the incentives received during the fiscal years when Employee was such an officer; (c) for a period of one year after the date of termination, arrange to provide Employee with life, disability, sickness and accident, health, vision and dental insurance benefits substantially similar to those that Employee was entitled prior to the Change in Control, as well as with defined below, the other fringe benefits employment of the Executive is terminated by the Company without Cause or by the Executive for Good Reason then the provisions of Section 13 shall not apply and perquisites the following shall occur: a. Subject to which Employee was entitled pursuant subsection h. of Section 20, on the tenth business day following the effective date of such termination, the Executive shall receive the following: (i) a lump sum payment equal to Section 4.3 at two (2) times the Companysum of (A) the Executive’s expenseBase Salary in effect immediately prior to the change in control, plus (B) the average of the Executive’s actual bonus attributable to each of the preceding three (3) fiscal years; and (dii) reimburse Employee an amount paid in one lump sum equal to the Executive’s prorated bonus for expenses that may have been incurred, but which have not been paid as of the then current fiscal year based on actual performance prior to the date of termination. b. The Company shall pay premiums on behalf of the Executive, subject for coverage substantially similar to that provided under the Company’s health, disability and group term life insurance plans, at the same cost to the requirements Executive as was effective immediately prior to termination, and for so long as the Executive elects to continue such coverage up to a 24 month period. To the extent that substantially similar health and welfare benefits become available to the Executive from a subsequent employer, the Company will set off against the benefits payable hereunder any benefits received by the Executive from any other source. c. Any unvested stock options, stock appreciation rights, and other equity-based awards held by the Executive will vest as of the day immediately preceding the effective date of termination, all unvested Restricted Share awards held by the Executive will vest as of the day immediately preceding the effective date of termination and all restrictions will immediately be removed and deemed to have been satisfied, and any stock options or stock appreciation rights held by the Executive shall remain exercisable until the earlier of 24 months after the date of termination or their original expiration date. d. The Executive shall be bound by the nonsolicitation provisions of Section 4.4 hereof11, which shall remain in full force and effect for a period of 24 months following the effective date of Executive’s termination.

Termination After Change in Control. 7.3.1 If a Change of Control shall occur during the Term of this Agreement, the term of Employee’s 's employment hereunder shall continue in effect until the later of the first anniversary of the date of the Change in Control and the date that the Term would otherwise have terminated without regard to the extension in this sentence, except for earlier termination as provided in Section 5 of this Agreement. The rights and obligations of Employee and Company under this Agreement upon or after any termination of the Term shall survive any such termination. 7.3.2 Notwithstanding the provisions of Section 6 hereof, if a Change in Control has occurred and Employee’s 's employment hereunder is terminated within one year of such Change in Control: (i) by Employee for Good Reason or (ii) by Company without Cause, then Company shall (a) pay to Employee the Base Salary and Benefits through the date of termination plus all amounts due to Employee pursuant to any Due Bonus; (b) pay to Employee, as severance pay, a lump sum amount equal to the sum of (x) twelve twenty-four months’ ' Base Salary plus (y) an amount equal to the average annual incentive bonus earned by Employee from Company during the last four (4) completed fiscal years of Company preceding the date of Change in Control, or if Employee was not an officer during any or all of such prior four (4) fiscal years, the average of the incentives received during the fiscal years when Employee was such an officer; (c) for a period of one year two years after the date of termination, arrange to provide Employee with life, disability, sickness and accident, health, vision and dental insurance benefits substantially similar to those that Employee was entitled prior to the Change in Control, as well as with the other fringe benefits and perquisites to which Employee was entitled pursuant to Section 4.3 at the Company’s expense4.3; and (d) reimburse Employee for expenses that may have been incurred, but which have not been paid as of the date of termination, subject to the requirements of Section 4.4 hereof.

Termination After Change in Control. 7.3.1 If (a) During the period commencing on the date on which a Change of in Control shall occur during occurs and, subject only to the Term provisions of this AgreementSection 16, the term of Employee’s employment hereunder shall continue in effect continuing until the later expiration of the first third anniversary of the date of the occurrence of the Change in Control (the “Post-Change in Control Period”), Executive shall receive the same compensation and benefits provided in Sections 4, 5 and 6 at the date levels and at rates not less than that of the Term would otherwise have terminated without regard Executive with respect to any calendar year during the three (3) calendar years immediately preceding the year in which the Change in Control occurred, or at such higher levels and/or rates as may be determined from time to time by the Board. If and to the extension in this sentenceextent Employee Benefits are not payable or provided to Executive under any such policy, except for earlier termination plan, program or arrangement as provided in Section 5 of this Agreement. The rights and obligations of Employee and Company under this Agreement upon or after any termination a result of the Term shall survive any such termination. 7.3.2 Notwithstanding the provisions of Section 6 hereof, if amendment or termination thereof subsequent to a Change in Control has occurred Control, then CGX shall itself pay or provide such Employee Benefits. Nothing in this Agreement shall preclude improvement or enhancement of any such Employee Benefits, provided that no such improvement shall in any way diminish any other obligation of CGX under this Agreement. (b) If a Termination occurs pursuant to clause (ii), (iii), (v) or (vii) of Section 15(a) and Employee’s employment hereunder is terminated within one year of such during the Post-Change in Control: Control Period, then CGX shall: (i) by Employee for Good Reason deliver or provide to Executive or Executive’s estate, within five days following the Termination Date (ii) by Company without Causesubject to compliance with Section 31 hereof), then Company shall in a lump-sum payment, (a) pay to Employee the Base Salary and Benefits through the date of termination plus all amounts due to Employee pursuant to any Due Bonus; (b) pay to Employee, as severance pay, a lump sum amount equal to the sum of (x) twelve months’ Base Salary plus (yA) an amount equal to the average annual incentive bonus earned by Employee from Company aggregate base salary (at the rate as in effect immediately prior to the Termination or, if greater, at the rate not less than that of the Executive with respect to any calendar year during the last four (4) completed fiscal three calendar years of Company immediately preceding the date of year in which the Change in Control, or if Employee was not an officer during any or all of such prior four (4Control occurred) fiscal years, Executive would have received from the average of the incentives received during the fiscal years when Employee was such an officer; (c) for a period of one year after Termination Date through the date of terminationspecified in Section 15(a)(i), arrange to provide Employee with life, disability, sickness and accident, health, vision and dental insurance benefits substantially similar to those that Employee was entitled but not less than six times Executive’s annual base salary as in effect immediately prior to the Termination or the Change in Control, as well as whichever is greater, and (B) an amount equal to the target bonus award for Executive under the Annual Incentive Compensation Plan for the fiscal year in which the Termination occurs pro-rated for the number of days Executive was employed during such fiscal year; (ii) (A) for the remainder of the Post-Change in Control Period CGX shall arrange to provide the Executive with Employee Benefits identical to those which the Executive was receiving or entitled to receive immediately prior to the Termination Date (and if and to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of CGX solely due to the fact that the Executive is no longer an officer or employee of CGX, then CGX shall itself pay to the Executive and/or the Executive’s dependents and beneficiaries, such Employee Benefits) and (B) without limiting the generality of the foregoing, the remainder of the Post-Change in Control Period shall be considered service with CGX for the purpose of service credits under CGX’s retirement income, supplemental executive retirement and other fringe benefits benefit plans applicable to the Executive and/or the Executive’s dependents and perquisites beneficiaries immediately prior to which the Termination Date. Without otherwise limiting the purposes or effect of Section 22 hereof, Employee was entitled Benefits payable to the Executive pursuant to this Subsection 16(c)(ii) by reason of any “welfare benefit plan” of CGX (as the term “welfare benefit plan” is defined in Section 4.3 at the Company’s expense; and (d3(1) reimburse Employee for expenses that may have been incurred, but which have not been paid as of the date Employee Retirement Income Security Act of termination1974, subject as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during such period following the Executive’s Termination Date until the expiration of the Post-Change in Control Period. (iii) In addition to all other compensation due to the Executive hereunder, the following shall occur immediately prior to the occurrence of a Change in Control that satisfies the requirements of Section 4.4 409A(a)(2)(A)(v) of the Code (1) all Equity Awards held by the Executive prior to a Change in Control that are options shall become exercisable, regardless of whether or not the vesting/performance conditions set forth in the relevant agreements shall have been satisfied in full; (2) all unvested Equity Awards held by Executive shall be immediately vested and eligible to be converted immediately into shares of CGX’s common stock otherwise pursuant to the terms thereof and all restrictions on the sale by the Executive of any shares of CGX’s common stock, including those pursuant to the exercise of any Equity Award imposing such restrictions, shall be removed and the securities shall become freely transferable; (3) all restrictions on any Equity Awards granted by CGX to the Executive prior to a Change in Control that are restricted securities shall be removed and the securities shall become fully vested and freely transferable, regardless of whether the vesting/performance conditions set forth in the relevant agreements shall have been satisfied in full; (4) the Executive shall have an immediate right to receive all performance shares, if any, granted prior to a Change in Control, and such performance shares, if any, shall become fully vested and freely transferable or payable without restrictions, regardless of whether or not specific performance goals set forth in the relevant agreements shall have been attained; and (5) all performance units, if any, granted to the Executive prior to a Change in Control shall become immediately payable in cash or Common Stock, at the Executive’s sole option, regardless of whether or not the relevant performance cycle has been completed, and regardless of whether any other terms and conditions of the relevant agreements shall have been satisfied in full; provided, that if the terms of any plan or agreement providing for such Equity Awards do not allow such acceleration or payment as described above, CGX shall take or cause to be taken any action required to allow such acceleration or payment or to separately pay the value of such benefits. (c) Termination of employment under this Section 16 shall not relieve Executive of his obligations under Sections 8 and 9 hereof, notwithstanding the termination of Executive’s compensation or the termination of the other terms and conditions of this Agreement. In addition, termination of employment under this Section 16 shall not relieve Executive of his obligations under Section 10 hereof, which are intended to continue indefinitely, notwithstanding the termination of Executive’s compensation or the termination of the other terms and conditions of this Agreement. Executive’s violation of any of his obligations under Sections 8, 9 or 10 hereof shall relieve CGX of its obligation to pay any of the amounts or provide any of the benefits as contemplated in this Agreement, including those set forth in this Section 16, except as otherwise required by law.

Termination After Change in Control. 7.3.1 If within 12 months following a Change of Control shall occur during the Term of this Agreement, the term of Employee’s employment hereunder shall continue in effect until the later of the first anniversary of the date of the Change in Control and the date that the Term would otherwise have terminated without regard to the extension in this sentence, except for earlier termination as provided in Section 5 of this Agreement. The rights and obligations of Employee and Company under this Agreement upon or after any termination of the Term shall survive any such termination. 7.3.2 Notwithstanding the provisions of Section 6 hereof, if a Change in Control has occurred and Employee’s employment hereunder is terminated within one year of such Change in Control: (i) by Employee for Good Reason or (ii) by Company without Cause, then Company shall (a) pay to Employee the Base Salary and Benefits through the date of termination plus all amounts due to Employee pursuant to any Due Bonus; (b) pay to Employee, as severance pay, a lump sum amount equal to the sum of (x) twelve months’ Base Salary plus (y) an amount equal to the average annual incentive bonus earned by Employee from Company during the last four (4) completed fiscal years of Company preceding the date of Change in Control, or if Employee was not an officer during any or all of such prior four (4) fiscal years, the average of the incentives received during the fiscal years when Employee was such an officer; (c) for a period of one year after the date of termination, arrange to provide Employee with life, disability, sickness and accident, health, vision and dental insurance benefits substantially similar to those that Employee was entitled prior to the Change in Control, as well as with defined below, the other fringe benefits employment of the Executive is terminated by the Company or by the Executive, for any reason whatsoever, then the provisions of Section 13 shall not apply and perquisites the following shall occur: a. On the tenth business day following the effective date of such termination, the Executive shall receive a lump sum payment equal to two (2) times the sum of (A) the Executive's Base Salary in effect immediately prior to the change in control, plus (B) the greater of (i) the average of the Executive's actual bonus attributable to each of the preceding three (3) fiscal years or (ii) the Executive's target bonus amount for the fiscal year in which Employee was entitled pursuant the termination occurs multiplied by the average percentage bonus attainment of the Executive over the preceding three (3) fiscal years. b. The Company shall (i) pay premiums on behalf of the Executive, for coverage substantially similar to Section 4.3 at that provided under the Company’s expense; 's health, disability and group term life insurance plans, for so long as the Executive elects to continue such coverage, and (dii) reimburse Employee continue to pay the Company's matching portion of the Executive's Non-Qualified Deferred Compensation Plan (or such retirement arrangement, if any, as may replace it), in both cases for expenses that may have been incurredup to a maximum of 24 months. c. The immediate vesting of any unvested stock options, but which have not been paid stock appreciation rights, and other equity-based awards held by the Executive as of the day immediately preceding the effective date of termination and, with respect to all Restricted Share awards, all restrictions will immediately be removed and deemed to have been satisfied and any vesting periods will be accelerated, and, if such payment was earned by the Executive at the effective time of the termination, subject the accelerated payment of the Company's FlexPerks benefit for the year in which the termination occurs. d. Participation by the Executive in all compensation and benefit plans of the Company will cease upon the effective date of termination and all unvested bonuses, equity awards and other like items will immediately lapse, except as specifically provided in subsection (c), above. In addition, all amounts owed by the Executive to the requirements Company for any reasons whatsoever will become immediately due and payable and the Company will have the right in its discretion to collect any or all such amounts by offset against any amounts due to the Executive from the Company whether or not under this Agreement. e. The Executive shall be bound by the non-competition provisions of Section 4.4 hereof10, which shall remain in full force and effect for a period of 24 months following the effective date of Executive's termination. f. In the event of a Change in Control, if the total amount payable by the Company to the Executive pursuant to this Section 14 (the "Section 14 Amount") would create an excess parachute payment, as that term is defined in Section 280G of the Internal Revenue Code (the "Code"), then, the Executive shall be paid either (i) the Section 14 Amount, or (ii) the Section 14 Amount reduced to an amount equal to one-dollar ($1) less than the maximum amount allowed under the Code, whichever amount results in the greater after-tax payment to the Executive.

Termination After Change in Control. 7.3.1 4.6.1 If a Change of Control shall occur during the Term of this Agreement, the term of Employee’s 's employment hereunder shall continue in effect until the later of the first anniversary of the date of the Change in Control and the date that the Term would otherwise have terminated without regard to the extension in this sentence, except for earlier termination as provided in Section 5 6 of this Agreement. The rights and obligations of Employee and Company under this Agreement upon or after any termination of the Term shall survive any such termination. 7.3.2 4.6.2 Notwithstanding the provisions of Section 6 hereof, if a Change in Control has occurred and Employee’s 's employment hereunder is terminated within one year of such Change in Control: (i) by Employee for Good Reason or (ii) by Company without Cause, then Company shall (a) pay to Employee the Base Salary and Benefits through the date of termination plus all amounts due to Employee pursuant to any Due Bonus; (b) pay to Employee, as severance pay, a lump sum amount equal to the sum of (x) twelve twenty-four months’ ' Base Salary plus (y) an amount equal to the average annual incentive bonus earned by Employee from Company during the last four (4) completed fiscal years of Company preceding the date of Change in Control, or if Employee was not an officer during any or all of such prior four (4) fiscal years, the average of the incentives received during the fiscal years when Employee was such an officer; (c) for a period of one year two years after the date of termination, arrange to provide Employee with life, disability, sickness and accident, health, vision and dental insurance benefits substantially similar to those that Employee was entitled prior to the Change in Control, as well as with the other fringe benefits and perquisites to which Employee was entitled pursuant to Section 4.3 at the Company’s expense4.3; and (d) reimburse Employee for expenses that may have been incurred, but which have not been paid as of the date of termination, subject to the requirements of Section 4.4 hereof." 2. The first sentence of Section 6 is hereby amended to read as follows: "Except as provided in Section 4.6, in the event that Employee's employment hereunder terminates prior to the end of the Term, Company shall make payments to Employee as set forth below:"

Termination After Change in Control. 7.3.1 If a Change of Control shall occur during the Term of this Agreement, the term of Employee’s employment hereunder shall continue in effect until the later of the first anniversary of the date of the Change in Control and the date that the Term would otherwise have terminated without regard to the extension in this sentence, except for earlier termination as provided in Section 5 of this Agreement. The rights and obligations of Employee and Company under this Agreement upon or after any termination of the Term shall survive any such termination. 7.3.2 Notwithstanding the provisions of Section 6 hereof, if a Change in Control has occurred and Employee’s employment hereunder is terminated within one year of such Change in Control: (i) by Employee for Good Reason or (ii) by Company without Cause, then Company shall shall (a) pay to Employee the Base Salary and Benefits through the date of termination plus all amounts due to Employee pursuant to any Due Bonus; (b) pay to Employee, as severance pay, a lump sum amount equal to the sum of (x) twelve twenty-four months’ Base Salary plus (y) an amount equal to the average annual incentive bonus earned by Employee from Company during the last four (4) completed fiscal years of Company preceding the date of Change in Control, or if Employee was not an officer during any or all of such prior four (4) fiscal years, the average of the incentives received during the fiscal years when Employee was such an officer; (c) for a period of one year two years after the date of termination, arrange to provide Employee with life, disability, sickness and accident, health, vision and dental insurance benefits substantially similar to those that Employee was entitled prior to the Change in Control, as well as with the other fringe benefits and perquisites to which Employee was entitled pursuant to Section 4.3 at the Company’s expense4.3; and (d) reimburse Employee for expenses that may have been incurred, but which have not been paid as of the date of termination, subject to the requirements of Section 4.4 hereof.

Termination After Change in Control. 7.3.1 If a Change of Control shall occur during the Term of this Agreement, the term of Employee’s employment hereunder shall continue in effect until the later of the first anniversary of the date of the Change in Control and the date that the Term would otherwise have terminated without regard to the extension in this sentence, except for earlier termination as provided in Section 5 of this Agreement. The rights and obligations of Employee and Company under this Agreement upon or after any termination of the Term shall survive any such termination. 7.3.2 Notwithstanding the provisions of Section 6 hereof, if a Change in Control has occurred and Employee’s employment hereunder is terminated within one year of such Change in Control: (i) by Employee for Good Reason or (ii) by Company without Cause, then Company shall (a) pay to Employee the Base Salary and Benefits through the date of termination plus all amounts due to Employee pursuant to any Due Bonus; (b) pay to Employee, as severance pay, a lump sum amount equal to the sum of (x) twelve twenty-four months’ Base Salary plus (y) an amount equal to the average annual incentive bonus earned by Employee from Company during the last four (4) completed fiscal years of Company preceding the date of Change in Control, or if Employee was not an officer during any or all of such prior four (4) fiscal years, the average of the incentives received during the fiscal years when Employee was such an officer; (c) for a period of one year two years after the date of termination, arrange to provide Employee with life, disability, sickness and accident, health, vision and dental insurance benefits substantially similar to those that Employee was entitled prior to the Change in Control, as well as with the other fringe benefits and perquisites to which Employee was entitled pursuant to Section 4.3 at the Company’s expense4.3; and (d) reimburse Employee for expenses that may have been incurred, but which have not been paid as of the date of termination, subject to the requirements of Section 4.4 hereof.

Termination After Change in Control. 7.3.1 If within 12 months following a Change of Control shall occur during the Term of this Agreementin Control, as defined below, the term employment of Employee’s employment hereunder the Executive is terminated by the Company or by the Executive, for any reason whatsoever, then the provisions of Section 13 shall continue not apply and the following shall occur: a. On the tenth business day following the effective date of such termination, the Executive shall receive a lump sum payment equal to (A) the Executive's base salary in effect until immediately prior to the later change in control, plus the greater of (i) the average of the first anniversary Executive's actual bonus attributable to each of the preceding three (3) fiscal years or (ii) the Executive's target bonus amount for the fiscal year in which the termination occurs multiplied by the average percentage bonus attainment of the Executive over the preceding three (3) fiscal years, (B) divided by twelve (12) and (C) multiplied by 24; b. The Company shall (i) pay health insurance premiums on behalf of the Executive, for coverage substantially similar to that provided under the Company's group health policy, for so long as the Executive elects to continue such coverage, and (ii) continue to pay the Company's matching portion of the Executive's Investment For Retirement Agreement with the Company (or such retirement arrangement, if any, as may replace it), in both cases for up to a maximum of 24 months. c. The immediate vesting of any unvested stock options held by the Executive as of the day immediately preceding the effective date of termination and, with respect to all Restricted Share awards, all restrictions will immediately be removed and deemed to have been satisfied and any vesting periods will be accelerated, and with respect to all Performance Share awards, the Executive will receive on the 10th business day following the effective date of such termination a pro rata portion (based upon the number of complete months that have passed in the Performance Period as of the date of the Change in Control Control) of the applicable Award Agreement as if all performance criteria were achieved at their Target Levels. d. Participation by the Executive in all compensation and benefit plans of the Company will cease upon the effective date of termination and all unvested bonuses, equity awards and other like items will immediately lapse, except as specifically provided in subsection (c), above. In addition, all amounts owed by the Executive to the Company for any reasons whatsoever will become immediately due and payable and the date that Company will have the Term would otherwise have terminated without regard right in its discretion to collect any or all such amounts by offset against any amounts due to the extension in this sentence, except for earlier termination as provided in Section 5 of Executive from the Company whether or not under this Agreement. . e. The rights Executive shall be bound by the non-competition provisions of Section 10, which shall remain in full force and obligations effect for a period of Employee and Company under this Agreement upon or after any termination 24 months following the effective date of the Term shall survive any such Executive's termination. 7.3.2 Notwithstanding f. In the provisions event of Section 6 hereof, if a Change in Control has occurred and Employee’s employment hereunder Control, if the total amount payable by the Company to the Executive pursuant to this Section 14 (the "Section 14 Amount") would create an excess parachute payment, as that term is terminated within one year defined in Section 280G of such Change in Control: the Internal Revenue Code (the "Code"), then, the Executive shall be paid either (i) by Employee for Good Reason the Section 14 Amount, or (ii) by Company without Cause, then Company shall (a) pay the Section 14 Amount reduced to Employee the Base Salary and Benefits through the date of termination plus all amounts due to Employee pursuant to any Due Bonus; (b) pay to Employee, as severance pay, a lump sum amount equal to the sum of (x) twelve months’ Base Salary plus (y) an amount equal to one-dollar ($1) less than the average annual incentive bonus earned by Employee from Company during maximum amount allowed under the last four (4) completed fiscal years of Company preceding Code, whichever amount results in the date of Change in Control, or if Employee was not an officer during any or all of such prior four (4) fiscal years, the average of the incentives received during the fiscal years when Employee was such an officer; (c) for a period of one year after the date of termination, arrange to provide Employee with life, disability, sickness and accident, health, vision and dental insurance benefits substantially similar to those that Employee was entitled prior greater after-tax payment to the Change in Control, as well as with the other fringe benefits and perquisites to which Employee was entitled pursuant to Section 4.3 at the Company’s expense; and (d) reimburse Employee for expenses that may have been incurred, but which have not been paid as of the date of termination, subject to the requirements of Section 4.4 hereofExecutive.

Termination After Change in Control. 7.3.1 If a Change of Control shall occur during the Term of this Agreement, the term of Employee’s employment hereunder shall continue in effect until the later of the first anniversary of the date of the Change in Control and the date that the Term would otherwise have terminated without regard to the extension in this sentence, except for earlier termination as provided in Section 5 of this Agreement. The rights and obligations of Employee and Company under this Agreement upon or after any termination of the Term shall survive any such termination. 7.3.2 Notwithstanding the provisions of Section 6 hereof, if a Change in Control has occurred and Employee’s employment hereunder is terminated within one year of such Change in Control: (i) by Employee for Good Reason or (ii) by Company without Cause, then Company shall (a) pay to Employee the Base Salary and Benefits through the date of termination plus all amounts due to Employee pursuant Cumulative to any Due Bonus; other provision of the Employment Agreement, if, within two years after a change in control of Corporation, Executive's employment with Corporation terminates for any reason, either voluntarily or involuntarily, other than death, permanent disability or retirement at or after (b) pay to Employee, as severance pay, a The lump sum amount equal compensation payable to Executive (the sum of (x"Severance Payment") twelve months’ Base Salary plus (y) an amount shall be equal to the average annual compensation (including salary and bonuses under the Corporate Management Incentive Compensation Plan or any predecessor or successor annual incentive bonus earned compensation plan) paid or payable by Employee from Company Corporation to Executive during the last four five most recent calendar years ending before the date of the change in control of Corporation (the "Base Amount") multiplied by 2.99; provided, however, if Executive voluntarily terminates his employment with Corporation, except after (i) any material adverse change in Executive's duties, location of employment or benefits, or (ii) any material adverse change to Executive in the application of the formula of the Corporate Management Incentive Compensation Plan or any modification in Corporation's accounting methods or practices materially adverse to Executive, including the assessment of a management fee, then the Severance Payment shall be equal to the highest annual compensation (including salary and bonuses under the Corporate Management Incentive Compensation Plan or any successor annual incentive compensation plan) paid or payable by Corporation to Executive for services rendered in any one of the three calendar years ending with the year of such termination. (c) In addition, if Executive's employment with Corporation so terminates within two (2) years after such a change in control of Corporation: (i) any bonus awards previously made to Executive and not previously paid immediately shall vest upon such termination and shall be paid; (ii) Executive's participation in, and terminating distributions and vested rights under, any applicable retirement plan, profit sharing plan and stock incentive plan of Corporation or any of its subsidiaries shall be governed by the terms of those respective plans; and (iii) In the event of termination of employment under the circumstances described in subsection (a) of this Section 15, the arrangements provided for by this Section 15, by any stock option or other agreement between Corporation and Executive in effect at the time and by (d) Notwithstanding any provision in this Agreement to the contrary, in the event that any payment or benefit received or to be received by Executive in connection with a change in control of Corporation or the termination of Executive's employment, whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with Corporation (collectively the "Total Payments"), would not be deductible (in whole or part) as a result of Section 280G of the Code, the Severance Payment shall be reduced until no portion of the Total Payments is not deductible as a result of Section 280G of the Code, or the Severance Payment is reduced to zero. For purposes of this limitation, (i) no portion of the Total Payments, the receipt or enjoyment of which Executive shall have effectively waived in writing prior to the date of payment of the Severance Payment, shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by Corporation's independent auditors and acceptable to Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, (iii) the Severance Payment shall be reduced only to the extent necessary so that the Total Payments (excluding payments referred to in clause (i) or (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code, in the opinion of the tax counsel referred to in clause (ii); and (iv) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by Corporation's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) completed fiscal years of Company preceding the date of Change in Control, or if Employee was not an officer during any or all of such prior four (4) fiscal years, the average of the incentives received during the fiscal years when Employee was such an officer; (c) for a period of one year after the date of termination, arrange to provide Employee with life, disability, sickness and accident, health, vision and dental insurance benefits substantially similar to those that Employee was entitled prior to the Change in Control, as well as with the other fringe benefits and perquisites to which Employee was entitled pursuant to Section 4.3 at the Company’s expense; and (d) reimburse Employee for expenses that may have been incurred, but which have not been paid as of the date of termination, subject to the requirements of Section 4.4 hereofCode.

Termination After Change in Control. 7.3.1 4.12.2.1 If a Change of Control shall occur during the Term of this Agreement, the term of Employee’s 's employment hereunder shall continue in effect until the later of the first anniversary of the date of the Change in Control and the date that the Term would otherwise have terminated without regard to the extension in this sentence, except for earlier termination as provided in Section 5 6 of this Agreement. The rights and obligations of Employee and Company under this Agreement upon or after any termination of the Term shall survive any such termination. 7.3.2 4.12.2.2 Notwithstanding the provisions of Section 6 7 hereof, if a Change in Control has occurred and Employee’s 's employment hereunder is terminated within one year of such Change in Control: (i) by Employee for Good Reason or (ii) by Company without Cause, then Company shall (a) pay to Employee the Base Salary and Benefits through the date of termination plus all amounts due to Employee pursuant to any Due Bonus; (b) pay to Employee, as severance pay, a lump sum amount equal to the sum of (x) twelve twenty-four months’ ' Base Salary plus (y) an amount equal to the average annual incentive bonus earned by Employee from Company during the last four (4) completed fiscal years of Company preceding the date of Change in Control, or if Employee was not an officer during any or all of such prior four (4) fiscal years, the average of the incentives received during the fiscal years when Employee was such an officer; (c) for a period of one year two years after the date of termination, arrange to provide Employee with life, disability, sickness and accident, health, vision and dental insurance benefits substantially similar to those that Employee was entitled prior to the Change in Control, as well as with the other fringe benefits and perquisites to which Employee was entitled pursuant to Section 4.3 at the Company’s expense4.5; and (d) reimburse Employee for expenses that may have been incurred, but which have not been paid as of the date of termination, subject to the requirements of Section 4.4 4.6 hereof."

Termination After Change in Control. 7.3.1 (i) If a Change of Control shall occur during Employee's employment is terminated by the Term of this Agreement, the term of Employee’s employment hereunder shall continue in effect until the later of the first anniversary of the date of the Change in Control and the date that the Term would otherwise have terminated without regard to the extension in this sentence, except Company or Employee for earlier termination as provided in Section 5 of this Agreement. The rights and obligations of Employee and Company under this Agreement upon any or after any termination of the Term shall survive any such termination. 7.3.2 Notwithstanding the provisions of Section 6 hereof, if no reason within thirty-six (36) months following a Change in Control has occurred (in either case, a "CHANGE IN CONTROL TERMINATION"), then the Termination Date shall be the earlier of the specified date of employment termination set forth in any written notice of termination by the Company or the date of receipt by the Company of written notice of termination from Employee. Upon such a Change in Control Termination, the Company shall provide Employee with the following benefits: (A) The Company shall pay Employee in cash Employee's unpaid Base Salary through the Termination Date; (B) The Company shall pay Employee in cash at the Base Salary rate for Employee's accrued and unused vacation time through the Termination Date; (C) The Company shall pay Employee as severance pay in a single cash payment an amount (the "SEVERANCE AMOUNT") equal to the product of three (3) multiplied by the sum of (A) Employee’s employment hereunder is terminated within one year 's Base Salary in effect at the Termination Date plus (B) the amount of such the highest annual cash bonus paid to Employee in respect of the five (5) fiscal years of the Company ended prior to the Termination Date; (D) The Company shall pay Employee the amounts contemplated by Section 5(j) hereof; (E) Employee shall immediately vest in any benefits as are provided to vest pursuant to the provisions of each of the Company's Benefit Plans and each of the Company's Award Plans in the event of a Change in Control: ; (iF) by Employee for Good Reason or (ii) by Company without CauseAll theretofore unvested stock options, then Company shall (a) pay to Employee the Base Salary restricted options, restricted stock and Benefits through the date of termination plus all amounts due other awards issued to Employee pursuant to the Company's share option plan and any Due Bonus; and all other stock option or incentive plans shall immediately vest; (bG) All theretofore unvested employer contributions in Employee's account pursuant to the Company's plan maintained under Section 401(k) of the Internal Revenue Code of 1986, as amended (the "CODE") shall immediately vest, or the Company shall pay to Employee, as severance pay, a lump sum amount equal to Employee in cash the sum of financial equivalent thereof on an after-tax basis; and (xH) twelve months’ Base Salary plus (y) an amount equal to the average annual incentive bonus earned by Employee from Company during the last four (4) completed fiscal years of Company preceding the date of Change in Control, or if Employee was not an officer during any or all of such prior four (4) fiscal years, the average of the incentives received during the fiscal years when Employee was such an officer; (c) for For a period of one year after twenty-four (24) calendar months commencing on the date Termination Date (the "CONTINUATION PERIOD"), the Company shall at its expense continue on behalf of terminationEmployee and Employee's dependents and beneficiaries the medical, arrange to provide Employee with dental and hospitalization benefits, and life, disabilitydisability and accident insurance plan coverages, sickness and accident, health, vision and dental insurance benefits substantially similar provided (A) to those that Employee was entitled at any time during the 90-day period prior to the Change in ControlControl or at any time thereafter or (B) to other similarly situated executives who continue in the employ of the Company during the Continuation Period; the coverage and benefits (including deductibles and costs) provided in this Section 5(h) during the Continuation Period shall be no less favorable to Employee and Employee's dependents and beneficiaries than the most favorable of such coverages and benefits during any of the periods referred to in clauses (A) and (B) above; provided, as well as however, that the Company's obligation hereunder with respect to the other fringe foregoing benefits and perquisites shall be limited to which the extent that Employee was entitled obtains any such benefits pursuant to Section 4.3 at a subsequent employer's benefit plans, in which case the Company’s expense; and (d) reimburse Employee for expenses that may have been incurred, but which have not been paid as of the date of termination, subject to the requirements of Section 4.4 hereof.Company may

Termination After Change in Control. 7.3.1 a. If a Change of Control shall occur during the Term of this Agreement, the term of Employee’s employment hereunder shall continue in effect until the later of the first anniversary of date falling twelve (12) months after the date of the Change in Control and the date that the Term would otherwise have terminated without regard to the extension in this sentence, except for earlier termination as provided in Section 5 of this Agreement. The rights and obligations of Employee and Company under this Agreement upon or after any termination of the Term shall survive any such termination. 7.3.2 b. Notwithstanding the provisions of Section 6 hereof, if a Change in Control has occurred and Employee’s employment hereunder is terminated within one year six months of such Change in Control: (i) by Employee for Good Reason or (ii) by Company without Cause, then Company shall (aA) pay to Employee the Base Salary and Benefits through the date of termination plus all amounts due to Employee pursuant to any Due Bonus; (bB) pay to Employee, as severance pay, a lump sum amount equal to the sum of (x) twelve months’ Base Salary plus (y) an amount equal to the average annual incentive bonus earned by Employee from Company during the last four (4) completed fiscal years of Company preceding the date of Change in Control, or if Employee was not an officer during any or all of such prior four (4) fiscal years, the average of the incentives received during the fiscal years when Employee was such an officer; (cC) for a period of one year six months after the date of termination, arrange to provide Employee with life, disability, sickness and accident, health, vision and dental insurance benefits substantially similar to those that Benefits to which Employee was entitled prior to the Change in Control, as well as with the other fringe benefits and perquisites to which Employee was entitled pursuant to Section 4.3 at the Company’s expenseexpense pursuant to Section 4; and (dD) reimburse Employee for expenses that may have been incurred, but which have not been paid as of the date of termination, subject to the requirements of Section 4.4 hereof.

Termination After Change in Control. 7.3.1 4.7.1 If a Change of Control shall occur during the Term of this Agreement, the term of Employee’s 's employment hereunder shall continue in effect until the later of the first anniversary of the date of the Change in Control and the date that the Term would otherwise have terminated without regard to the extension in this sentence, except for earlier termination as provided in Section 5 6 of this Agreement. The rights and obligations of Employee and Company under this Agreement upon or after any termination of the Term shall survive any such termination. 7.3.2 4.7.2 Notwithstanding the provisions of Section 6 hereof, if a Change in Control has occurred and Employee’s 's employment hereunder is terminated within one year of such Change in Control: (i) by Employee for Good Reason or (ii) by Company without Cause, then Company shall (a) pay to Employee the Base Salary and Benefits through the date of termination plus all amounts due to Employee pursuant to any Due Bonus; (b) pay to Employee, as severance pay, a lump sum amount equal to the sum of (x) twelve twenty-four months’ ' Base Salary plus (y) an amount equal to the average annual incentive bonus earned by Employee from Company during the last four (4) completed fiscal years of Company preceding the date of Change in Control, or if Employee was not an officer during any or all of such prior four (4) fiscal years, the average of the incentives received during the fiscal years when Employee was such an officer; (c) for a period of one year two years after the date of termination, arrange to provide Employee with life, disability, sickness and accident, health, vision and dental insurance benefits substantially similar to those that Employee was entitled prior to the Change in Control, as well as with the other fringe benefits and perquisites to which Employee was entitled pursuant to Section 4.3 at the Company’s expense4.3; and (d) reimburse Employee for expenses that may have been incurred, but which have not been paid as of the date of termination, subject to the requirements of Section 4.4 hereof." 4. The first sentence of Section 6 is hereby amended to read as follows: "Except as provided in Section 4.7, in the event that Employee's employment hereunder terminates prior to the end of the Term, Company shall make payments to Employee as set forth below:"

Termination After Change in Control. 7.3.1 If a Change of Control shall occur during the Term of this Agreement, the term of Employee’s employment hereunder shall continue in effect until the later of the first anniversary of the date of the Change in Control and the date that the Term would otherwise have terminated without regard to the extension in this sentence, except for earlier termination as provided in Section 5 of this Agreement. The rights and obligations of Employee and Company under this Agreement upon or after any termination of the Term shall survive any such termination. 7.3.2 Notwithstanding the provisions of Section 6 hereof, if a Change in Control has occurred and Employee’s employment hereunder is terminated within one year of such Change in Control: (i) by Employee for Good Reason or (ii) by Company without Cause, then Company shall (a) pay to Employee the Base Salary and Benefits through the date of termination plus all amounts due to Employee pursuant to any Due Bonus; (b) pay to Employee, as severance pay, a lump sum amount equal to the sum of (x) twelve twenty-four months’ Base Salary plus (y) an amount equal to the average annual incentive bonus earned by Employee from Company during the last four (4) completed fiscal years of Company preceding the date of Change in Control, or if Employee was not an officer during any or all of such prior four (4) fiscal years, the average of the incentives received during the fiscal years when Employee was such an officer; (c) for a period of one year two years after the date of termination, arrange to provide Employee with life, disability, sickness and accident, health, vision and dental insurance benefits substantially similar to those that Employee was entitled prior to the Change in Control, as well as with the other fringe benefits and perquisites to which Employee was entitled pursuant to Section 4.3 at the Company’s expense4.4; and (d) reimburse Employee for expenses that may have been incurred, but which have not been paid as of the date of termination, subject to the requirements of Section 4.4 4.5 hereof.

Termination After Change in Control. 7.3.1 (a) If a Change of Control in Control, as hereinafter defined, shall occur during have occurred, this Agreement and the Term of this Agreement, the term of Employee’s employment hereunder shall continue in effect until the later of the first anniversary of the date of the Change in Control and the date that the Term would otherwise have Employee hereunder may be terminated without regard to the extension in this sentence, except for earlier termination as provided in Section 5 of this Agreement. The rights and obligations of Employee and Company under this Agreement upon or after any termination of the Term shall survive any such termination.follows : 7.3.2 Notwithstanding the provisions of Section 6 hereof, if a Change in Control has occurred and Employee’s employment hereunder is terminated within one year of such Change in Control: (i) by Employee for Good Reason or the Employee, on not less than thirty (30) days' notice to the Corporation; or (ii) by Company the Corporation, at any time on not less than thirty (30) days' notice to the Employee, provided that (A) if there shall have been a change in Employment Conditions, as defined hereinafter, prior to the exercise by the Employee of his termination rights referred to above, or (B) if the termination of the Employee's employment by the Corporation shall be without Causecause (as defined hereinafter), then Company in either case the Employee shall (a) pay be entitled to Employee the Base Salary and Benefits through the date payment of termination plus all amounts due to Employee pursuant to any Due Bonus; (b) pay to Employee, as severance pay, a lump sum an amount equal to the sum of (xi) twelve months’ Base Salary his annual base compensation for one (1) year, as reportable to the Internal Revenue Service for federal income tax purposes, plus (yii) an amount equal any amounts paid or payable under the Providence Energy Corporation Performance and Equity Incentive Plan (or under such other incentive plan of the Providence Energy Corporation as may be in effect from time to time) for the average annual incentive bonus earned by Employee from Company during the last four (4) completed full fiscal years of Company year next preceding the date of Change termination. Such amount shall be paid to the Employee in Control, or if twelve (12) consecutive equal monthly installments on the last day of each month beginning with the month next following the month in which the termination is effective. If and for as long as the Employee was not an officer during any or all of such prior four (4) fiscal yearsis entitled to payments under this paragraph, the average Corporation will continue to provide to the Employee, at the Corporation's expense, the health and medical insurance benefits being provided to the Employee at the time of termination of his employment. (b) Any payment provided for in subparagraph (a), above, shall be made without reduction whether or not any portion thereof shall be deemed an "excess parachute payment" under the provisions of Section 280G of the incentives received during Internal Revenue Code of 1986, as the fiscal years when Employee was such an officer; same may be amended from, time to time. (c) For the purposes of this Agreement, the Employee's employment shall be deemed to have been terminated for cause only if there shall have been an act of fraud, misappropriation or embezzlement on the part of the Employee. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for cause unless and until there shall have been delivered to the Employee a period copy of one year a resolution duly adopted by the unanimous vote of the entire membership of the Corporation's board of directors at a meeting of such board duly called and held for that purpose (after reasonable notice to the date Employee and an opportunity for the Employee, together with the Employee's counsel, to be heard by the board) finding that in the good faith opinion of termination, arrange to provide Employee with life, disability, sickness and accident, health, vision and dental insurance benefits substantially similar to those that the board the Employee was entitled prior to guilty of conduct set forth in the Change first sentence of this subparagraph (c) and specifying the particulars thereof in Control, as well as with the other fringe benefits and perquisites to which Employee was entitled pursuant to Section 4.3 at the Company’s expense; and (d) reimburse Employee for expenses that may have been incurred, but which have not been paid as of the date of termination, subject to the requirements of Section 4.4 hereofdetail.

Termination After Change in Control. 7.3.1 If a Change of Control shall occur during the Term (a) Cumulative to any other provision of this Agreement, the term if, within two years after a change in control of Employee’s Corporation, Executive's employment hereunder shall continue in effect until the later of the first anniversary of the with Corporation terminates for any reason, either voluntarily or involuntarily, other than by death, permanent disability or retirement at or after Executive's normal retirement date of the Change in Control and the date that the Term would otherwise have terminated without regard to the extension in this sentenceunder Corporation's Retirement Plan, except for earlier Corporation promptly will pay Executive, upon Executive's request, as termination compensation, a lump sum amount, determined as provided in Section 5 subsection (b) of this AgreementSection 15, and such other amounts as are provided in subsection (c) of this Section 15. The rights and obligations For purposes of Employee and Company this Section, a "change in control of Corporation" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under this Agreement upon or after any termination the Securities Exchange Act of 1934, as amended (the Term "Exchange Act"); provided that, without limitation, such a change in control of Corporation shall survive any such termination. 7.3.2 Notwithstanding the provisions of Section 6 hereof, be deemed to have occurred if a Change in Control has occurred and Employee’s employment hereunder is terminated within one year of such Change in Control: (i) by Employee for Good Reason any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes the beneficial owner, directly or indirectly, of securities of Corporation representing 40% or more of the combined voting power of Corporation's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of Corporation cease for any reason to constitute at least a majority thereof unless the election of each new director was approved by Company without Cause, a vote of at least two-thirds of the directors then Company shall (a) pay to Employee still in office who were directors at the Base Salary and Benefits through beginning of the date of termination plus all amounts due to Employee pursuant to any Due Bonus; period. (b) pay to Employee, as severance pay, a The lump sum amount equal compensation payable to Executive (the sum of (x"Severance Payment") twelve months’ Base Salary plus (y) an amount shall be equal to the average annual compensation (including salary and bonuses under the Corporate Management Incentive Compensation Plan or any predecessor or successor annual incentive bonus earned compensation plan) paid or payable by Employee from Company Corporation to Executive during the last four five most recent calendar years ending before the date of the change in control of Corporation (the "Base Amount") multiplied by 2.99; provided, however, if Executive voluntarily terminates his employment with Corporation, except after (i) any material adverse change in Executive's duties, location of employment or benefits, or (ii) any material adverse change to Executive in the application of the formula of the Corporate Management Incentive Compensation Plan or any modification in Corporation's accounting methods or practices materially adverse to Executive, including the assessment of a management fee, then the Severance Payment shall be equal to the highest annual compensation (including salary and bonuses under the Corporate Management Incentive Compensation Plan or any successor annual incentive compensation plan) paid or payable by Corporation to Executive for services rendered in any one of the three calendar years ending with the year of such termination. (c) In addition, if Executive's employment with Corporation so terminates within two (2) years after such a change in control of Corporation: (i) any bonus awards previously made to Executive and not previously paid immediately shall vest upon such termination and shall be paid; (ii) Executive's participation in, and terminating distributions and vested rights under, any applicable retirement plan, profit sharing plan and stock incentive plan of Corporation or any of its subsidiaries shall be governed by the terms of those respective plans; and (iii) In the event of termination of employment under the circumstances described in subsection (a) of this Section 15, the arrangements provided for by this Section 15, by any stock option or other agreement between Corporation and Executive in effect at the time and by any other applicable plan of Corporation shall constitute the entire obligation of Corporation to Executive and performance thereof shall constitute full settlement of any claim that Executive might otherwise assert against Corporation on account of such termination, provided, however, that this provision and this Agreement shall have no impact on the obligations of Corporation under that certain Indemnification Agreement dated August 4, 1993 between Corporation and Executive. (d) Notwithstanding any provision in this Agreement to the contrary, in the event that any payment or benefit received or to be received by Executive in connection with a change in control of Corporation or the termination of Executive's employment, whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with Corporation (collectively the "Total Payments"), would not be deductible (in whole or part) as a result of Section 280G of the Code, the Severance Payment shall be reduced until no portion of the Total Payments is not deductible as a result of Section 280G of the Code, or the Severance Payment is reduced to zero. For purposes of this limitation, (i) no portion of the Total Payments, the receipt or enjoyment of which Executive shall have effectively waived in writing prior to the date of payment of the Severance Payment, shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by Corporation's independent auditors and acceptable to Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, (iii) the Severance Payment shall be reduced only to the extent necessary so that the Total Payments (excluding payments referred to in clause (i) or (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code, in the opinion of the tax counsel referred to in clause (ii); and (iv) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by Corporation's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) completed fiscal years of Company preceding the date of Change in Control, or if Employee was not an officer during any or all of such prior four (4) fiscal years, the average of the incentives received during the fiscal years when Employee was such an officer; (c) for a period of one year after the date of termination, arrange to provide Employee with life, disability, sickness and accident, health, vision and dental insurance benefits substantially similar to those that Employee was entitled prior to the Change in Control, as well as with the other fringe benefits and perquisites to which Employee was entitled pursuant to Section 4.3 at the Company’s expense; and (d) reimburse Employee for expenses that may have been incurred, but which have not been paid as of the date of termination, subject to the requirements of Section 4.4 hereofCode.