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

Termination Following a Change in Control. (a) The Executive shall be entitled to the compensation provided for in Paragraph 3 if all of the following conditions are satisfied: (i) there is a Change in Control of the Company while the Executive is still an employee of the Company; (ii) the Executive’s employment with the Company is terminated within two years after the Change in Control; and (iii) the Executive’s termination of employment is not a result of (A) the Executive’s death; (B) the Executive’s Disability (as defined in subparagraph 2(b) below); (C) the Executive’s Retirement (as defined in subparagraph 2(c) below); (D) the Executive’s termination by the Company for Cause (as defined in subparagraph 2(d) below); or (E) the Executive’s decision to terminate employment other than for Good Reason (as defined in subparagraph 2(e) below). Notwithstanding the foregoing, if a Change of Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control, then the Executive shall be entitled to the compensation provided for in Paragraph 3. (b) If, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been unable, with or without a reasonable accommodation, to perform the Executive’s duties with the Company on a full time basis for six months and if, within 30 days after a Notice of Termination (as defined in subparagraph 2(f)) is thereafter given by the Company, the Executive shall not have returned to the full time performance of the Executive’s duties, the Company may terminate the Executive’s employment for “Disability”.

Termination Following a Change in Control. (a) The Executive shall be entitled to the compensation provided for in Paragraph 3 if all of the following conditions are satisfied: (i) there is a Change in Control of the Company while the Executive is still an employee of the Company; (ii) the Executive’s employment with the Company is terminated within two years after the Change in Control; and (iii) the Executive’s 's termination of employment is not a result of (A) the Executive’s 's death; (B) the Executive’s Disability (as defined in subparagraph 2(b) below); (C) the Executive’s Retirement (as defined in subparagraph 2(c) below); (D) the Executive’s 's termination by the Company for Cause (as defined in subparagraph 2(d) below); or (E) the Executive’s decision to terminate employment other than for Good Reason (as defined in subparagraph 2(e) below). Notwithstanding the foregoing, if a Change of Control occurs and if the Executive’s 's employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control, then the Executive shall be entitled to the compensation provided for in Paragraph 3. (b) If, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been unable, with or without a reasonable accommodation, to perform the Executive’s duties with the Company on a full time basis for six months and if, within 30 days after a Notice of Termination (as defined in subparagraph 2(f)) is thereafter given by the Company, the Executive shall not have returned to the full time performance of the Executive’s 's duties, the Company may terminate the Executive’s 's employment for “Disability”. (c) The term “Retirement” as used in this Agreement shall mean termination by the Company or the Executive of the Executive’s employment under circumstances whereby the Executive is otherwise entitled to receive benefits payable under the presently existing Supplemental Retirement Benefit Plan entered into between the Company and the Executive or such other nonqualified retirement benefit plan providing substantially similar benefits.

Termination Following a Change in Control. (a) The Executive shall be entitled to the compensation provided for in Paragraph 3 Section 4 of this Agreement if all of the following conditions are satisfied: (i) there is a Change in Control of the Company while the Executive is still an employee of the Company; (ii) the Executive’s employment with the Company is terminated within two years after the Change in Control; and; (iii) the Executive’s termination of employment is not a result of (A) the Executive’s death; (B) the Executive’s Disability (as defined in subparagraph 2(bsection 3(b) below); (C) the Executive’s Retirement (as defined in subparagraph 2(csection 3(c) below); (D) the Executive’s termination by the Company for Cause (as defined in subparagraph 2(dSection 3(d) below); or (E) the Executive’s decision to terminate employment other than for Good Reason (as defined in subparagraph 2(eSection 3(e) below). Notwithstanding ; and (iv) the foregoing, if a Change of Control occurs Executive executes and if the Executive’s employment with delivers to the Company is terminated prior to the date on which Release contemplated under the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control, then the Executive shall be entitled to the compensation provided for in Paragraph 3Employment Agreement. (b) If, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been unable, with or without a reasonable accommodation, to perform the Executive’s his duties with the Company on a full full-time basis for six months and if, within 30 days after a Notice of Termination (as defined in subparagraph 2(f)Section 3(f) below) is thereafter given by the Company, the Executive shall not have returned to the full full-time performance of the Executive’s duties, the Company may terminate the Executive’s employment for “Disability”. If there is a Change in Control of the Company while the Executive is still an employee and if the Executive’s employment with the Company is terminated for Disability within two years after the Change in Control, the Executive shall be entitled to receive in a lump sum cash payment within five days after his Date of Termination (as defined in section 3(g) below) the following: (i) one times the Base Amount (as defined in Section 4(b)(i)) determined with respect to the Base Period (as defined in Section 4(b)(ii)); plus (ii) his earned but unpaid base salary through his Date of Termination; plus (iii) a quarterly incentive award for the current fiscal quarter prorated through the Date of Termination equal to the greater of (A) the quarterly incentive award (whether paid or payable in cash or in securities of the Company) awarded to the Executive with respect to the Company’s most recent fiscal quarter ending prior to the Date of Termination or (B) the average quarterly incentive award (whether paid or payable in cash or in securities of the Company) made to the Executive with respect to the Company’s most recent three fiscal years ending prior to the Date of Termination; plus (iv) interest on the amounts payable pursuant to clauses (i), (ii) and (iii) above calculated from the Date of Termination until paid at a rate equal to the prime rate as published in The Wall Street Journal on the Date of Termination plus three percentage points. (c) For purposes of this Agreement only, “Retirement” shall mean termination by the Company or the Executive of the Executive’s employment based on the Executive’s having reached age 65 or such other age as shall have been fixed in any arrangement established pursuant to this Agreement with the Executive’s consent with respect to the Executive.

Termination Following a Change in Control. (a) The Executive shall be entitled to the compensation provided for in Paragraph 3 Section 4 of this Agreement if all of the following conditions are satisfied: (i) there is a Change in Control of the Company while the Executive is still an employee of the Company; (ii) the Executive’s employment with the Company is terminated within two years after the Change in Control; and (iii) the Executive’s termination of employment is not a result of (A) the Executive’s death; (B) the Executive’s Disability (as defined in subparagraph 2(bsection 3(b) below); (C) the Executive’s Retirement (as defined in subparagraph 2(csection 3(c) below); (D) the Executive’s termination by the Company for Cause (as defined in subparagraph 2(dSection 3(d) below); or (E) the Executive’s decision to terminate employment other than for Good Reason (as defined in subparagraph 2(eSection 3(e) below). Notwithstanding the foregoing, if a Change of Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control, then the Executive shall be entitled to the compensation provided for in Paragraph 3. (b) If, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been unable, with or without a reasonable accommodation, to perform the Executive’s his duties with the Company on a full full-time basis for six months and if, within 30 days after a Notice of Termination (as defined in subparagraph 2(f)Section 3(f) below) is thereafter given by the Company, the Executive shall not have returned to the full full-time performance of the Executive’s duties, the Company may terminate the Executive’s employment for “Disability”. If there is a Change in Control of the Company while the Executive is still an employee and if the Executive’s employment with the Company is terminated for Disability within two years after the Change in Control, the Executive shall be entitled to receive in a lump sum cash payment within five days after his Date of Termination (as defined in section 3(g) below) the following: (i) one times the Base Amount (as defined in Section 4(b)(i)) determined with respect to the Base Period (as defined in Section 4(b)(ii)); plus (ii) his earned but unpaid base salary through his Date of Termination; plus (iii) a quarterly incentive award for the current fiscal quarter prorated through the Date of Termination equal to the greater of (A) the quarterly incentive award (whether paid or payable in cash or in securities of the Company) awarded to the Executive with respect to the Company’s most recent fiscal quarter ending prior to the Date of Termination or (B) the average quarterly incentive award (whether paid or payable in cash or in securities of the Company) made to the Executive with respect to the Company’s most recent three fiscal years ending prior to the Date of Termination; plus (iv) interest on the amounts payable pursuant to clauses (i), (ii) and (iii) above calculated from the Date of Termination until paid at a rate equal to the prime rate as published in The Wall Street Journal on the Date of Termination plus three percentage points. (c) For purposes of this Agreement only, “Retirement” shall mean termination by the Company or the Executive of the Executive’s employment based on the Executive’s having reached age 65 or such other age as shall have been fixed in any arrangement established pursuant to this Agreement with the Executive’s consent with respect to the Executive.

Termination Following a Change in Control. (a) The Executive shall be entitled to the compensation provided for in Paragraph 3 Section 4 of this Agreement if all of the following conditions are satisfied: (i) there is a Change in Control of the Company while the Executive is still an employee of the Company; (ii) the Executive’s 's employment with the Company is terminated within two years after the Change in Control; and (iii) the Executive’s 's termination of employment is not a result of (A) the Executive’s 's death; (B) the Executive’s 's Disability (as defined in subparagraph 2(bSection 3(b) below); (C) the Executive’s 's Retirement (as defined in subparagraph 2(cSection 3(c) below); (D) the Executive’s 's termination by the Company for Cause (as defined in subparagraph 2(dSection 3(d) below); or (E) the Executive’s 's decision to terminate employment other than for Good Reason (as defined in subparagraph 2(eSection 3(e) below). Notwithstanding the foregoing, if a Change of Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control, then the Executive shall be entitled to the compensation provided for in Paragraph 3. (b) If, as a result of the Executive’s 's incapacity due to physical or mental illness, the Executive shall have been unable, with or without a reasonable accommodation, to perform the Executive’s his duties with the Company on a full full-time basis for six months and if, within 30 days after a Notice of Termination (as defined in subparagraph 2(f)Section 3(f) below) is thereafter given by the Company, the Executive shall not have returned to the full full-time performance of the Executive’s 's duties, the Company may terminate the Executive’s 's employment for “"Disability”". If there is a Change in Control of the Company while the Executive is still an employee and if the Executive's employment with the Company is terminated for Disability within two years after the Change in Control, the Executive shall be entitled to receive in a lump sum cash payment within five days after his Date of Termination (as defined in Section 3(g) below) the following: (i) one times the Base Amount (as defined in Section 4(b)(i)) determined with respect to the Base Period (as defined in Section 4(b)(ii)); plus (ii) his earned but unpaid base salary through his Date of Termination; plus (iii) a quarterly incentive award for the current fiscal quarter prorated through the Date of Termination equal to the greater of (A) the quarterly incentive award (whether paid or payable in cash or in securities of the Company) awarded to the Executive with respect to the Company's most recent fiscal quarter ending prior to the Date of Termination or (B) the average quarterly incentive award (whether paid or payable in cash or in securities of the Company) made to the Executive with respect to the Company's most recent three fiscal years ending prior to the Date of Termination; plus (iv) interest on the amounts payable pursuant to clauses (i), (ii) and (iii) above calculated from the Date of Termination until paid at a rate equal to the prime rate as published in The Wall Street Journal on the Date of Termination plus three percentage points. (c) For purposes of this Agreement only, "Retirement" shall mean termination by the Company or the Executive of the Executive's employment based on the Executive's having reached age 65 or such other age as shall have been fixed in any arrangement established pursuant to this Agreement with the Executive's consent with respect to the Executive.

Termination Following a Change in Control. (a) The Executive shall be entitled to the compensation provided for in Paragraph 3 if all of the following conditions are satisfied: (i) there is During the Term, if within twenty‑four (24) months after a Change in Control of the Company while the Executive is still an employee of the Company; (ii) Control, the Executive’s employment with the Company is terminated within by the Employer without Cause as provided in Section 5(d) or the Executive terminates his employment for Good Reason as provided in Section 5(e), the Employer shall pay the Executive his Accrued Benefits and provide the benefit described in the last sentence of Section 6(a). In addition, the Employer shall pay to the Executive a severance payment in an amount equal to two years after and one-half (2.5) times the Change in Control; and (iii) the Executive’s termination of employment is not a result sum of (A) the Executive’s deathcurrent Base Salary, plus (B) the average annual bonus earned by the Executive pursuant to Section 3(b)(A) with respect to the applicable Employer’s three (3) most recent fiscal years ending before or simultaneously with the Change in Control. The severance payment shall be paid out in a lump sum within sixty (60) days of termination of employment, subject to the receipt of the signed Release Agreement (described in Section 7(c) below); and further subject to the delay specified in Section 8(a) hereof in the event Executive is a specified employee (as defined therein); provided, however, that if the sixty (60) day period begins in one calendar year and ends in a second calendar year, the payment of the severance amount shall be made in the second calendar year. (ii) Anything in this Agreement to the contrary notwithstanding, if (A) a Change of Control occurs, (B) the Executive’s Disability (as defined in subparagraph 2(b) below); (C) the Executive’s Retirement (as defined in subparagraph 2(c) below); (D) the Executive’s termination by the Company for Cause (as defined in subparagraph 2(d) below); or (E) the Executive’s decision to terminate employment other than for Good Reason (as defined in subparagraph 2(e) below). Notwithstanding the foregoing, if a Change of Control occurs and if the Executive’s employment with the Company is terminated by Company without Cause or if Executive terminates his employment for Good Reason, in either case within three (3) months prior to the date on which the Change of Control occurs, and if (C) it is reasonably demonstrated by the Executive that such termination of employment or event constituting Good Reason was (ix) was at the request of a third party who has had taken steps reasonably calculated to effect a Change of Control or (iiy) otherwise arose in connection with or in anticipation of a Change of Control, then the Executive for all purposes of this Agreement such Change of Control shall be deemed to have occurred during the Term and the termination date shall be deemed to have occurred after the Change of Control, so that Executive is entitled to the compensation severance amount provided for in Paragraph 3. (b) Ifby this Section 7(b), reduced by any amounts already paid to the Executive under Section 6(b). Any additional amounts due Executive as a result of the Executive’s incapacity due application of this paragraph to physical or mental illnessa termination prior to a Change of Control shall be paid to Executive in a lump sum payment within sixty (60) days of Executive becoming entitled to such payment, subject to the receipt of the signed Release Agreement (described in Section 7(c) below) within such sixty (60) day period; and further subject to the delay specified in Section 8(a) hereof in the event Executive shall have been unable, with or without is a reasonable accommodation, to perform the Executive’s duties with the Company on a full time basis for six months and if, within 30 days after a Notice of Termination specified employee (as defined therein); provided, however, that if the sixty (60) day period begins in subparagraph 2(f)) is thereafter given by the Companyone calendar year and ends in a second calendar year, the Executive shall not have returned to the full time performance payment of the Executive’s duties, severance amount shall be made in the Company may terminate the Executive’s employment for “Disability”second calendar year.

Termination Following a Change in Control. (a) The Executive shall be entitled to the compensation provided for in Paragraph 3 Section 4 of this Agreement if all of the following conditions are satisfied: (i) there is a Change in Control of the Company while the Executive is still an employee of the Company; (ii) the Executive’s 's employment with the Company is terminated within two years after the Change in Control; and; (iii) the Executive’s 's termination of employment is not a result of (A) the Executive’s 's death; (B) the Executive’s 's Disability (as defined in subparagraph 2(bsection 3(b) below); (C) the Executive’s 's Retirement (as defined in subparagraph 2(csection 3(c) below); (D) the Executive’s 's termination by the Company for Cause (as defined in subparagraph 2(dSection 3(d) below); or (E) the Executive’s 's decision to terminate employment other than for Good Reason (as defined in subparagraph 2(eSection 3(e) below). Notwithstanding ; and (iv) the foregoing, if a Change of Control occurs Executive executes and if the Executive’s employment with delivers to the Company is terminated prior to the date on which Release contemplated under the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control, then the Executive shall be entitled to the compensation provided for in Paragraph 3Employment Agreement. (b) If, as a result of the Executive’s 's incapacity due to physical or mental illness, the Executive shall have been unable, with or without a reasonable accommodation, to perform the Executive’s his duties with the Company on a full full-time basis for six months and if, within 30 days after a Notice of Termination (as defined in subparagraph 2(f)Section 3(f) below) is thereafter given by the Company, the Executive shall not have returned to the full full-time performance of the Executive’s 's duties, the Company may terminate the Executive’s 's employment for “"Disability”". If there is a Change in Control of the Company while the Executive is still an employee and if the Executive's employment with the Company is terminated for Disability within two years after the Change in Control, the Executive shall be entitled to receive in a lump sum cash payment within five days after his Date of Termination (as defined in section 3(g) below) the following: (i) one times the Base Amount (as defined in Section 4(b)(i)) determined with respect to the Base Period (as defined in Section 4(b)(ii)); plus (ii) his earned but unpaid base salary through his Date of Termination; plus (iii) a quarterly incentive award for the current fiscal quarter prorated through the Date of Termination equal to the greater of (A) the quarterly incentive award (whether paid or payable in cash or in securities of the Company) awarded to the Executive with respect to the Company's most recent fiscal quarter ending prior to the Date of Termination or (B) the average quarterly incentive award (whether paid or payable in cash or in securities of the Company) made to the Executive with respect to the Company's most recent three fiscal years ending prior to the Date of Termination; plus (iv) interest on the amounts payable pursuant to clauses (i), (ii) and (iii) above calculated from the Date of Termination until paid at a rate equal to the prime rate as published in The Wall Street Journal on the Date of Termination plus three percentage points. (c) For purposes of this Agreement only, "Retirement" shall mean termination by the Company or the Executive of the Executive's employment based on the Executive's having reached age 65 or such other age as shall have been fixed in any arrangement established pursuant to this Agreement with the Executive's consent with respect to the Executive.

Termination Following a Change in Control. (a) The Executive shall be entitled to the compensation provided for in Paragraph 3 Section 4 of this Agreement if all of the following conditions are satisfied: (i) there is a Change in Control of the Company while the Executive is still an employee of the Company; (ii) the Executive’s 's employment with the Company is terminated within two years after the Change in Control; and (iii) the Executive’s 's termination of employment is not a result of (A) the Executive’s 's death; (B) the Executive’s 's Disability (as defined in subparagraph 2(bSection 3(b) below); (C) the Executive’s 's Retirement (as defined in subparagraph 2(cSection 3(c) below); (D) the Executive’s 's termination by the Company for Cause (as defined in subparagraph 2(dSection 3(d) below); or (E) the Executive’s 's decision to terminate employment other than for Good Reason (as defined in subparagraph 2(eSection 3(e) below). Notwithstanding the foregoing, if a Change of Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control, then the Executive shall be entitled to the compensation provided for in Paragraph 3. (b) If, as a result of the Executive’s 's incapacity due to physical or mental illness, the Executive shall have been unable, with or without a reasonable accommodation, to perform the Executive’s his duties with the Company on a full full-time basis for six months and if, within 30 days after a Notice of Termination (as defined in subparagraph 2(f)Section 3(f) below) is thereafter given by the Company, the Executive shall not have returned to the full full-time performance of the Executive’s 's duties, the Company may terminate the Executive’s 's employment for “"Disability”". If there is a Change in Control of the Company while the Executive is still an employee and if the Executive's employment with the Company is terminated for Disability within two years after the Change in Control, the Executive shall be entitled to receive in a lump sum cash payment within five days after his Date of Termination (as defined in Section 3(g) below) the following: (i) two times the Base Amount (as defined in Section 4(b)(i)) determined with respect to the Base Period (as defined in Section 4(b)(ii)); plus (ii) his earned but unpaid base salary through his Date of Termination; plus (iii) a quarterly incentive award for the current fiscal quarter prorated through the Date of Termination equal to the greater of (A) the quarterly incentive award (whether paid or payable in cash or in securities of the Company) awarded to the Executive with respect to the Company's most recent fiscal quarter ending prior to the Date of Termination or (B) the average quarterly incentive award (whether paid or payable in cash or in securities of the Company) made to the Executive with respect to the Company's most recent three fiscal years ending prior to the Date of Termination; plus (iv) interest on the amounts payable pursuant to clauses (i), (ii) and (iii) above calculated from the Date of Termination until paid at a rate equal to the prime rate as published in The Wall Street Journal on the Date of Termination plus three percentage points. (c) For purposes of this Agreement only, "Retirement" shall mean termination by the Company or the Executive of the Executive's employment based on the Executive's having reached age 65 or such other age as shall have been fixed in any arrangement established pursuant to this Agreement with the Executive's consent with respect to the Executive.

Termination Following a Change in Control. (a) The Executive shall be entitled to the compensation provided for in Paragraph 3 Section 4 of this Agreement if all of the following conditions are satisfied: (i) there is a Change in Control of the Company while the Executive is still an employee of the Company; (ii) the Executive’s 's employment with the Company is terminated within two years after the Change in Control; and (iii) the Executive’s 's termination of employment is not a result of (A) the Executive’s 's death; (B) the Executive’s 's Disability (as defined in subparagraph 2(bsection 3(b) below); (C) the Executive’s 's Retirement (as defined in subparagraph 2(csection 3(c) below); (D) the Executive’s 's termination by the Company for Cause (as defined in subparagraph 2(dSection 3(d) below); or (E) the Executive’s 's decision to terminate employment other than for Good Reason (as defined in subparagraph 2(eSection 3(e) below). Notwithstanding the foregoing, if a Change of Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control, then the Executive shall be entitled to the compensation provided for in Paragraph 3. (b) If, as a result of the Executive’s 's incapacity due to physical or mental illness, the Executive shall have been unable, with or without a reasonable accommodation, to perform the Executive’s his duties with the Company on a full full-time basis for six months and if, within 30 days after a Notice of Termination (as defined in subparagraph 2(f)Section 3(f) below) is thereafter given by the Company, the Executive shall not have returned to the full full-time performance of the Executive’s 's duties, the Company may terminate the Executive’s 's employment for “"Disability”". If there is a Change in Control of the Company while the Executive is still an employee and if the Executive's employment with the Company is terminated for Disability within two years after the Change in Control, the Executive shall be entitled to receive in a lump sum cash payment within five days after his Date of Termination (as defined in section 3(g) below) the following: (i) one times the Base Amount (as defined in Section 4(b)(i)) determined with respect to the Base Period (as defined in Section 4(b)(ii)); plus (ii) his earned but unpaid base salary through his Date of Termination; plus (iii) a quarterly incentive award for the current fiscal quarter prorated through the Date of Termination equal to the greater of (A) the quarterly incentive award (whether paid or payable in cash or in securities of the Company) awarded to the Executive with respect to the Company's most recent fiscal quarter ending prior to the Date of Termination or (B) the average quarterly incentive award (whether paid or payable in cash or in securities of the Company) made to the Executive with respect to the Company's most recent three fiscal years ending prior to the Date of Termination; plus (iv) interest on the amounts payable pursuant to clauses (i), (ii) and (iii) above calculated from the Date of Termination until paid at a rate equal to the prime rate as published in The Wall Street Journal on the Date of Termination plus three percentage points. (c) For purposes of this Agreement only, "Retirement" shall mean termination by the Company or the Executive of the Executive's employment based on the Executive's having reached age 65 or such other age as shall have been fixed in any arrangement established pursuant to this Agreement with the Executive's consent with respect to the Executive.

Termination Following a Change in Control.  (a) The Executive shall be entitled to the compensation provided for in Paragraph 3 if all of the following conditions are satisfied: (i) there is a Change in Control of the Company while the Executive is still an employee of the Company;;  (ii) the Executive’s employment with the Company is terminated within two years after the Change in Control; andand  (iii) the Executive’s termination of employment is not a result of (A) the Executive’s death; (B) the Executive’s Disability (as defined in subparagraph 2(b) below); (C) the Executive’s Retirement (as defined in subparagraph 2(c) below); (D) the Executive’s termination by the Company for Cause (as defined in subparagraph 2(d) below); or (E) the Executive’s decision to terminate employment other than for Good Reason (as defined in subparagraph 2(e) below). Notwithstanding the foregoing, if a Change of Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control, then the Executive shall be entitled to the compensation provided for in Paragraph 3. (b) If, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been unable, with or without a reasonable accommodation, to perform the Executive’s duties with the Company on a full time basis for six months and if, within 30 days after a Notice of Termination (as defined in subparagraph 2(f)) is thereafter given by the Company, the Executive shall not have returned to the full time performance of the Executive’s duties, the Company may terminate the Executive’s employment for “Disability”..  (c) The term “Retirement” as used in this Agreement shall mean Executive’s termination of employment (for any reason other than termination by the Company for Cause: (i) after attainment of age sixty-five (65) or (ii) after attainment of age fifty-five (55) provided that Executive has continuously been an employee or consultant to the Company for not less than ten (10) years. 

Termination Following a Change in Control. (a) The Executive shall be entitled to the compensation provided for in Paragraph 3 Section 4 of this Agreement if all of the following conditions are satisfied: (i) there is a Change in Control of the Company while the Executive is still an employee of the Company; (ii) the Executive’s 's employment with the Company is terminated within two years after the Change in Control; and (iii) the Executive’s 's termination of employment is not a result of (A) the Executive’s 's death; (B) the Executive’s 's Disability (as defined in subparagraph 2(bSection 3(b) below); (C) the Executive’s 's Retirement (as defined in subparagraph 2(cSection 3(c) below); (D) the Executive’s 's termination by the Company for Cause (as defined in subparagraph 2(dSection 3(d) below); or (E) the Executive’s 's decision to terminate employment other than for Good Reason (as defined in subparagraph 2(eSection 3(e) below). Notwithstanding the foregoing, if a Change of Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control, then the Executive shall be entitled to the compensation provided for in Paragraph 3. (b) If, as a result of the Executive’s 's incapacity due to physical or mental illness, the Executive shall have been unable, with or without a reasonable accommodation, to perform the Executive’s his duties with the Company on a full full-time basis for six months and if, within 30 days after a Notice of Termination (as defined in subparagraph 2(f)Section 3(f) below) is thereafter given by the Company, the Executive shall not have returned to the full full-time performance of the Executive’s 's duties, the Company may terminate the Executive’s 's employment for “"Disability”.". If there is a Change in Control of the Company while the Executive is still an employee and if the Executive's employment with the Company is terminated for Disability within two years after the Change in Control, the Executive shall be entitled to receive in a lump sum cash payment within five days after his Date of Termination (as defined in Section 3(g) below) the following: (i) two times the Base Amount (as defined in Section 4(b)(i)) determined with respect to the Base Period (as defined in Section 4(b)(ii)); plus (ii) his earned but unpaid base salary through his Date of Termination; plus (iii) a quarterly incentive award for the current fiscal quarter prorated through the Date of Termination equal to the greater of (A) the quarterly incentive award (whether paid or payable in cash or in securities of the Company) awarded to the Executive with respect to the Company's most recent fiscal quarter ending prior to the Date of Termination or (B) the average quarterly incentive award (whether paid or payable in cash or in securities of the Company) made to the Executive with respect to the Company's most recent three fiscal years ending prior to the Date of Termination; plus (iv) interest on the amounts payable pursuant to clauses (i),

Termination Following a Change in Control. (a) The Executive shall be entitled to If at any time upon the compensation provided for in Paragraph 3 if all occurrence of the following conditions are satisfied: (i) there is a Change in Control of the Company while the Executive is still an employee of the Company; (ii) terminates the Executive’s employment with the Company is terminated within two years after the Change in Control; and (iii) the Executive’s termination of employment is not a result of (A) the Executive’s death; (B) the Executive’s Disability (as defined in subparagraph 2(b) below); (C) the Executive’s Retirement (as defined in subparagraph 2(c) below); (D) the Executive’s termination by the Company for Cause (as defined in subparagraph 2(d) below); or (E) the Executive’s decision to terminate employment other than for Good Reason (as defined in subparagraph 2(e) below). Notwithstanding the foregoingemployment, if a Change of Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control, then the Executive shall be entitled to the compensation benefits provided for in Paragraph 3by Section 12 unless such termination is the result of the occurrence of one or more of the following events: (i) The Executive’s death; (ii) The Executive’s Disability; or (iii) Cause. (b) IfIf at any time following the occurrence of a Change in Control Executive terminates his employment, as the Executive shall be entitled to the benefits provided by Section 12 if one or more of the following events has occurred (regardless of whether any other reason, other than his death, Disability or Cause, for such termination exists or has occurred, including without limitation other employment): (i) Failure to maintain the Executive in the office or the position, or a result substantially equivalent office or position, of or with the Company, which the Executive held immediately prior to a Change in Control; (ii) a reduction in the aggregate of the Executive’s incapacity due to physical or mental illness, the Executive shall have been unable, with or without a reasonable accommodation, to perform the Executive’s duties with Base Pay and Incentive Pay received from the Company on a full time basis for six months and if, within 30 days after a Notice of Termination (as defined in subparagraph 2(f)) is thereafter given by the Company, the Executive shall not have returned any Subsidiary from that earned immediately prior to the full time performance Change in Control or the termination or denial of the Executive’s dutiesrights to Employee Benefits or a reduction in the scope or value thereof from that earned immediately prior to the Change in Control, any of which is not remedied by the Company no later than 10 calendar days after receipt by the Company of written notice from the Executive of such change, reduction or termination, as the case may terminate be; (iii) determination by the Executive (which determination will be conclusive and binding upon the parties hereto if it was made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Company by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered Executive’s performance of, or has caused Executive to suffer a material reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied no later than 10 calendar days after receipt by the Company of written notice from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Company or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Company under this Agreement pursuant to Section 21(a) and Executive’s total compensation package remains unchanged from the Company and any Subsidiary from that earned immediately prior to the Change in Control; (v) The Company relocates its principal executive offices, or requires the Executive to have his principal location of work changed, to any location that is in excess of 50 miles from the location thereof immediately prior to the Change in Control without his prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto which is not remedied by the Company within 10 calendar days after receipt by the Company of written notice from the Executive of such breach. A termination by the Company pursuant to Section 11(a) or by the Executive pursuant to Section 11(b) will not affect any rights that the Executive may have pursuant to any agreement, policy, plan, program or arrangement of the Company providing Employee Benefits, which rights shall be governed by the terms thereof, except for any rights to severance compensation to which Executive may be entitled upon termination of employment for “Disability”under Section 9.

Termination Following a Change in Control. (a) The Executive shall be entitled to the compensation provided for in Paragraph 3 Section 4 of this Agreement if all of the following conditions are satisfied: (i) there is a Change in Control of the Company while the Executive is still an employee of the Company; (ii) the Executive’s 's employment with the Company is terminated within two years after the Change in Control; and (iii) the Executive’s 's termination of employment is not a result of (A) the Executive’s 's death; (B) the Executive’s 's Disability (as defined in subparagraph 2(bSection 3(b) below); (C) the Executive’s 's Retirement (as defined in subparagraph 2(cSection 3(c) below); (D) the Executive’s 's termination by the Company for Cause (as defined in subparagraph 2(dSection 3(d) below); or (E) the Executive’s 's decision to terminate employment other than for Good Reason (as defined in subparagraph 2(eSection 3(e) below). Notwithstanding the foregoing, if a Change of Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control, then the Executive shall be entitled to the compensation provided for in Paragraph 3. (b) If, as a result of the Executive’s 's incapacity due to physical or mental illness, the Executive shall have been unable, with or without a reasonable accommodation, to perform the Executive’s his duties with the Company on a full full-time basis for six months and if, within 30 days after a Notice of Termination (as defined in subparagraph 2(f)Section 3(f) below) is thereafter given by the Company, the Executive shall not have returned to the full full-time performance of the Executive’s 's duties, the Company may terminate the Executive’s 's employment for “"Disability”.". If there is a Change in Control of the Company while the Executive is still an employee and if the Executive's employment with the Company is terminated for Disability within two years after the Change in Control, the Executive shall be entitled to receive in a lump sum cash payment within five days after his Date of Termination (as defined in Section 3(g) below) the following: (i) one times the Base Amount (as defined in Section 4(b)(i)) determined with respect to the Base Period (as defined in Section 4(b)(ii)); plus (ii) his earned but unpaid base salary through his Date of Termination; plus (iii) a quarterly incentive award for the current fiscal quarter prorated through the Date of Termination equal to the greater of (A) the quarterly incentive award (whether paid or payable in cash or in securities of the Company) awarded to the Executive with respect to the Company's most recent fiscal quarter ending prior to the Date of Termination or (B) the average quarterly incentive award (whether paid or payable in cash or in securities of the Company) made to the Executive with respect to the Company's most recent three fiscal years ending prior to the Date of Termination; plus (iv) interest on the amounts payable pursuant to clauses (i),