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 '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 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 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 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 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 two years after by the Change Employer without Cause as provided in Control; and (iiiSection 5(d) or the Executive’s termination of Executive terminates his employment is not for Good Reason as provided in Section 5(e), the Employer shall pay the Executive his Accrued Benefits. In addition, the Employer shall pay to the Executive a result severance payment in an amount equal to 2.99 times the 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 (1) 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 in 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 in 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 in Control or (iiy) otherwise arose in connection with or in anticipation of a Change of in Control, then the Executive for all purposes of this Agreement such Change in Control shall be deemed to have occurred during the Term and the termination date shall be deemed to have occurred after the Change in 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 in 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)one (1) is thereafter given by the Companycalendar 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 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 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) 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 In the event of the occurrence of a Change in Control, the Executive’s employment may be terminated by the Company during the Period of Employment and the Executive shall not be entitled to the compensation benefits provided for in Paragraph 3 if all by Section 5 hereof only upon the occurrence of one or more of the following conditions are satisfiedevents: (i) there is a Change The Executive’s death; (ii) If the Executive shall become permanently disabled within the meaning of, and begins actually to receive disability benefits pursuant to, the long-term disability plan in Control effect for senior executives of the Company while immediately prior to the Change in Control; or (iii) For “Cause”, which for purposes of this Agreement shall mean that, prior to any termination pursuant to Section 4(b) hereof, the Executive is still shall have committed: (A) an employee intentional act of fraud, embezzlement or theft in connection with his duties or in the course of his employment with 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) intentional wrongful damage to property of the Executive’s Disability (as defined in subparagraph 2(b) below)Company; or (C) intentional wrongful disclosure of secret processes or confidential information of the Executive’s Retirement (as defined Company; and any such act shall have been materially harmful to the Company. For purposes of this Agreement, no act, or failure to act, on the part of the Executive shall be deemed “intentional” if it was due primarily to an error in subparagraph 2(c) below); (D) the Executive’s termination judgment or negligence, but shall be deemed “intentional” only if done, or omitted to be done, by the Company for Cause (as defined Executive not in subparagraph 2(d) below); good faith and without reasonable belief that his action or (E) omission was in the Executive’s decision to terminate employment other than for Good Reason (as defined in subparagraph 2(e) below)best interest of the Company. Notwithstanding the foregoing, if the Executive shall not be deemed to have been terminated for “Cause” hereunder unless and until there shall have been delivered to the Executive a Change copy of Control occurs a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board called and if held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive’s employment , together with his counsel, to be heard before the Company is terminated prior to Board), finding that, in the date on which good faith opinion of the Change of Control occursBoard, and if it is reasonably demonstrated by the Executive that had committed an act set forth above in this Section 4(a)(iii) and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such termination determination. (b) In the event 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 occurrence of a Change of in Control, then during the Period of Employment, the Executive shall be entitled to the compensation benefits as provided for in Paragraph 3.Section 5 hereof upon the occurrence of one or more of the following events: (bi) If, Any termination by the Company of the employment of the Executive which termination shall be for any reason other than for Cause or as a result of the death of the Executive or by reason of the Executive’s incapacity due disability and the actual receipt of disability benefits in accordance with Section 4(a)(ii) hereof; or (ii) Termination by the Executive of his employment with the Company upon the occurrence of any of the following events: (A) Failure to physical elect, re-elect or mental illnessotherwise maintain the Executive in the office or position in the Company which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Director of the Company (or any successor thereto) if the Executive shall have been a Director of the Company immediately prior to the Change in Control; (B) A significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which the Executive held immediately prior to the Change in Control, any reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Company, or the termination of the Executive’s rights to any Employee Benefits to which he was entitled immediately prior to the Change in Control or a reduction in scope or value thereof without the prior written consent of the Executive, any of which is not remedied within ten (10) calendar days after receipt by the Company of written notice from the Executive of such change, reduction or termination, as the case may be; (C) A determination by the Executive made in good faith that as a result of a Change in Control and a change in circumstances thereafter significantly affecting his position, including without limitation a change in the scope of the business or other activities for which he was responsible immediately prior to the Change in Control, he has been rendered substantially unable to carry out, has been substantially hindered in the performance of, or has suffered a substantial 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 within ten (10) calendar days after written notice to the Company from the Executive of such determination; (D) The liquidation, dissolution, merger, consolidation or reorganization of the Company or transfer of all or a significant portion of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization or otherwise) to which all or a significant portion of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of the Company under this Agreement pursuant to Section 11 hereof; (E) The Company shall relocate its principal executive offices, or require the Executive to have his principal location of work changed, to any location which is in excess of fifty (50) miles from the location thereof immediately prior to the Change of Control or the Company shall require the Executive to travel away from his office in the course of discharging his responsibilities or duties hereunder significantly more (in terms of either consecutive days or aggregate days in any calendar year) than was required of him prior to the Change of Control without, in either case, his prior written consent; or (F) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto. (c) A termination by the Company pursuant to Section 4(a) hereof or by the Executive pursuant to Section 4(b) hereof shall not affect any rights which 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. If this Agreement or the employment of the Executive is terminated under circumstances in which the Executive is not entitled to any payments under Sections 3 or 5 hereof, the Executive shall have been unable, with no further obligation or without a reasonable accommodation, liability 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 hereunder with respect to his prior or any future employment 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 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),

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 In the event of the occurrence of a Change in Control, this Agreement may be entitled to terminated by the compensation provided for in Paragraph 3 if all Company during the Period of Employment only upon the occurrence of one or more of the following conditions are satisfiedevents: (i) there If the Executive is unable to perform the essential functions of the Executive's job (with or without reasonable accommodation) because the Executive has become permanently disabled within the meaning of, and actually begins to receive disability benefits pursuant to, a Change in Control long-term disability plan maintained by or on behalf of the Company while for senior executives generally or, if applicable, employees of the Company immediately prior to the Change in Control; or (ii) For "Cause," which for purposes of this Agreement shall mean that, prior to any termination pursuant to Section 4(b) hereof, the Executive is still shall have committed: (A) an employee intentional act of fraud, embezzlement or theft in connection with the Executive's duties or in the course of the Executive's employment with the Company; (B) intentional wrongful damage to property 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) intentional wrongful disclosure of confidential information of the Executive’s Retirement (as defined in subparagraph 2(c) below)Company; or (D) intentional wrongful engagement in any Competitive Activity; and any such act shall have been materially harmful to the Company. For purposes of this Agreement, no act, or failure to act, on the part of the Executive shall be deemed "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s termination by 's action or omission was in the Company for Cause (as defined in subparagraph 2(d) below); or (E) best interest of the Executive’s decision to terminate employment other than for Good Reason (as defined in subparagraph 2(e) below)Company. 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 not be entitled deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the compensation provided Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the Board then in office at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's counsel, to be heard before the Board), finding that, in Paragraph 3the good faith opinion of the Board, the Executive has committed an act set forth above in this Section 4(a)(ii) and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or the Executive's beneficiaries to contest the validity or propriety of any such determination. (b) IfIn the event of the occurrence of a Change in Control, this Agreement may be terminated by the Executive during the Period of Employment with the right to benefits as provided in Section 5 hereof upon the occurrence of one or more of the following events: (i) Any termination by the Company of the employment of the Executive for any reason other than for Cause or as a result of the death of the Executive or by reason of the Executive's disability and the actual receipt of disability benefits in accordance with Section 4(a)(i) hereof; or (ii) Termination by the Executive of the Executive's employment with the Company during the Period of Employment upon the occurrence of any of the following events: (A) Failure to elect or reelect the Executive to the office(s) of the Company which the Executive held immediately prior to a Change in Control, or failure to elect or reelect the Executive as a director of the Company or the removal of the Executive as a director of the Company (or any successor thereto), if the Executive shall have been a director of the Company immediately prior to the Change in Control; (B) A significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position(s) with the Company which the Executive held immediately prior to the Change in Control, a reduction in the aggregate of the Executive's Base Pay and Incentive Pay received from the Company, or the termination of the Executive's rights to any Employee Benefits to which the Executive was entitled immediately prior to the Change in Control or a reduction in scope or value thereof without the prior written consent of the Executive, any of which is not remedied within ten (10) calendar days after receipt by the Company of written notice from the Executive of such change, reduction or termination, as the case may be; (C) A determination by the Executive made in good faith that, following a Change in Control, as a result of a change in circumstances significantly affecting the Executive’s incapacity due 's position(s) held with the Company, including without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to physical a Change in Control, that the Executive has been rendered substantially unable to carry out, has been substantially hindered in the performance of, or mental illnesshas suffered a substantial reduction in any of the authorities, powers, functions, responsibilities or duties attached to the position(s) held with the Company by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Company from the Executive of such determination; (D) The liquidation, dissolution, merger, consolidation or reorganization of the Company or transfer of all or a significant portion of its business and/or assets, unless the successor (by liquidation, merger, consolidation, reorganization or otherwise) to which all or a significant portion of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of the Company under this Agreement pursuant to Section 11 hereof; (E) The Company shall require that the principal place of work of the Executive be changed to any location which is in excess of fifty (50) miles from the location thereof immediately prior to the Change in Control or to travel away from the Executive's office in the course of discharging the Executive's responsibilities or duties hereunder significantly more (in terms of either consecutive days or aggregate days in any calendar year) than was required of the Executive prior to the Change in Control without, in either case, the Executive's prior consent; or (F) Any material breach of this Agreement by the Company or any successor thereto. (c) A termination by the Company pursuant to Section 4(a) hereof or by the Executive pursuant to Section 4(b) hereof shall not affect any rights which 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. If this Agreement or the employment of the Executive is terminated under circumstances in which the Executive is not entitled to any payments under Sections 3 or 5 hereof, the Executive shall have been unable, no further obligation or liability to the Company hereunder with or without a reasonable accommodation, respect 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 's prior or any future employment 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 In the event of the occurrence of a Change in Control, this Agreement may be entitled to terminated by the compensation provided for in Paragraph 3 if all Parent during the Period of Employment only upon the occurrence thereafter of one or more of the following conditions are satisfiedevents: (i) there is If the Executive shall become permanently disabled and begins actually to receive disability benefits pursuant to the Disability Plan or any successor plan adopted prior to a Change in Control Control; or (ii) For “Cause”, which for purposes of the Company while this Agreement shall mean that, prior to any termination pursuant to Section 4(b) hereof, the Executive is still shall have committed: (A) an employee act of fraud, embezzlement or theft in connection with his duties or in the course of his employment with the Parent and/or 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) intentional wrongful damage to the Executive’s Disability (as defined in subparagraph 2(b) below); property of the Parent and/or the Company; (C) intentional wrongful disclosure of secret processes or confidential information of the Executive’s Retirement (as defined in subparagraph 2(c) below)Parent and/or the Company; or (D) intentional wrongful engagement in any Competitive Activity (as that term is hereafter defined) while the Executive’s termination Executive remains in the employ of the Parent and/or the Company; and any such act shall be determined by the Company Directors of the Parent as hereafter provided to have been materially harmful to the Parent and/or the Company. For purposes of this Agreement, no act, or failure to act, on the part of the Executive shall be deemed for Cause (as defined “Cause” unless done, or omitted to be done, by the Executive not in subparagraph 2(d) below); good faith and without reasonable belief that his action or (E) omission was in the Executive’s decision to terminate employment other than for Good Reason (as defined in subparagraph 2(e) below)best interest of the Parent and/or the Company. 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 not be entitled deemed to have been terminated for “Cause” hereunder unless and until there shall have been delivered to the compensation provided Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Directors then in office at a meeting of the Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Directors), finding that, in Paragraph 3the good faith opinion of the Directors, the Executive had committed an act set forth above in this Section 4(a)(ii) and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination. (b) IfIn the event of the occurrence of a Change in Control, this Agreement may be terminated by the Executive with the right to receive benefits under Section 5 hereof and, if applicable, Section 6 hereof, only upon the occurrence thereafter of one or more of the following events: (i) Any termination by the Parent and/or the Company, as applicable, of the employment of the Executive during the Period of Employment, unless (x) Cause for termination shall exist or (y) as a result of the death of the Executive or (z) by reason of the Executive’s incapacity due disability and the actual receipt of disability benefits as provided in Section 4(a)(i) hereof; or (ii) Termination by the Executive of his employment with the Parent and/or the Company, as applicable, during the Period of Employment and upon the occurrence of any of the following events: (A) Failure to physical elect, reelect or mental illnessotherwise maintain the Executive in the office or position in the Parent and/or the Company which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Director of the Parent (or any successor thereof) if the Executive shall have been a Director of the Parent immediately prior to the Change in Control; (B) A significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties in respect of the Parent and/or the Company, as applicable, which the Executive had immediately prior to the Change in Control, a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Parent and/or the Company, as applicable, or the termination of the Executive’s rights to Employee Benefits to which he was entitled immediately prior to the Change in Control or a reduction in scope or value thereof without the prior written consent of the Executive, any of which is not remedied within 10 calendar days after receipt by the Parent of written notice from the Executive of such change, reduction or termination, as the case may be; (C) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Parent by clear and convincing evidence) that a change in circumstances has occurred significantly affecting his position, including without limitation a change in the scope of the business or other activities for which he was responsible or a substantial reduction in any of the resources available to carry out any of the authorities, powers, functions, responsibilities or duties that he had immediately prior to the Change in Control, has been rendered substantially unable to carry out, has been substantially hindered in the performance of or has suffered a substantial reduction in any of such authorities, powers, functions, responsibilities or duties, which situation is not remedied within 10 calendar days after receipt by the Parent of written notice from the Executive of such determination; (D) The liquidation, dissolution, merger, consolidation or reorganization of the Parent or transfer of all or a significant portion of its business and/or assets unless the successor or successors (by liquidation, merger, consolidation, reorganization or otherwise) to which all or a significant portion of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of the Parent under this Agreement pursuant to Section 8 hereof; (E) The relocation of the Parent’s principal executive offices or the requirement by the Parent that the Executive change his principal location of work to any location which is in excess of 35 miles from his principal location immediately prior to the Change in Control or travel away from his office in the course of discharging his responsibilities or duties hereunder more than 20 consecutive calendar days or an aggregate of more than 30 calendar days in any consecutive 90 calendar-day period without in either case his prior written consent; or (F) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Parent or the Company. The Executive’s continued employment shall constitute consent to, and a waiver of rights with respect to, any event described in this Section 4(b)(ii) unless the Executive terminates his employment with the Parent and/or the Company, as applicable, within 120 days after the Executive has actual knowledge of the occurrence of an event described in this Section 4(b)(ii) that is not remedied as provided herein. The parties agree that any consent to or waiver of any such event shall not be deemed to constitute a consent to or waiver of any other circumstance constituting an event described in this Section 4(b)(ii). (c) Notwithstanding anything contained in this Agreement to the contrary, in the event of a Change in Control, the Executive may terminate employment with the Parent and/or the Company for any reason, or without reason, during the 60-day period immediately following the first anniversary of the first occurrence of a Change in Control, with the right to severance compensation as provided in Section 5 hereof and, if applicable, Section 6 hereof. (d) A termination by the Parent pursuant to Section 4(a) hereof or by the Executive pursuant to Section 4(b) or Section 4(c) hereof shall not affect any rights which the Executive may have pursuant to any other agreement, policy, plan, program or arrangement of the Parent and/or the Company providing Employee Benefits, which rights shall be governed by the terms thereof; provided, however, that if the Executive shall have received or shall be receiving benefits under Section 5 hereof and, if applicable, Section 6 hereof, the Executive shall not be entitled to receive benefits under any other policy, plan, program or arrangement of the Parent and/or the Company providing severance compensation to which the Executive would otherwise be entitled. If this Agreement or the employment of the Executive is terminated under circumstances in which the Executive is not entitled to any payments under Sections 3 or 5 hereof, the Executive shall have been unable, with no further obligation or without a reasonable accommodation, liability to perform the Executive’s duties with Parent or 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 hereunder with respect to his prior or any future employment by the Parent and/or the Company, . (e) The Parent shall provide the Executive shall not have returned with timely notice of any of the events referred to in Section 4(b)(ii)(D) hereof so that a determination can be made as to the full time performance assumption of the Executive’s duties, the Company may terminate the Executive’s employment for “Disability”duties and obligations by any successor or successors.

Termination Following a Change in Control. (a) The Executive shall In the event of the occurrence of a Change in Control, this Agreement may be entitled to terminated by the compensation provided for in Paragraph 3 if all Company during the Period of Employment only upon the occurrence of one or more of the following conditions are satisfiedevents: (i) there is a Change The Executive's death; (ii) If the Executive shall become permanently disabled within the meaning of, and begins actually to receive disability benefits pursuant to, the long-term disability plan in Control effect for senior executives of the Company while immediately prior to the Change in Control; or (iii) For "Cause", which for purposes of this Agreement shall mean that, prior to any termination pursuant to Section 4(b) hereof, the Executive is still shall have committed: (A) an employee intentional act of fraud, embezzlement or theft in connection with his duties or in the course of his employment with the Company; (B) intentional wrongful damage to property of the Company; (C) intentional wrongful disclosure of secret processes or confidential information of the Company; or (D) intentional wrongful engagement in any Competitive Activity; and any such act shall have been materially and demonstrably harmful to the Company. For purposes of this Agreement, no act, or failure to act, on the part of the Executive shall be deemed "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if done, or omitted to be done, by the Executive not in good faith and without reasonable belief that this action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above in this Section 4(a)(iii) and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination. (i) Any termination by the Company of the employment of the Executive prior to the date upon which the Executive shall have attained age 65, which termination shall be for any reason other than for Cause or as a result of the death of the Executive or by reason of the Executive's disability and the actual receipt of disability benefits in accordance with Section 4(a)(i) hereof; or (ii) Termination by the Executive’s Executive of his employment with the Company is terminated within two three years after the Change in Control; andControl upon the occurrence of any of the following events: (iiiA) Failure to elect or re-elect the Executive to the office of the Company which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Director of the Company (or any successor thereto), if the Executive shall have been a Director of the Company immediately prior to the Change in Control; (B) A significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which the Executive held immediately prior to the Change in Control, a reduction in the aggregate of the Executive’s 's Base Pay and Incentive Pay received from the Company, or the termination of employment the Executive's rights to any Employee Benefits to which he was entitled immediately prior to the Change in Control or a reduction in scope or value thereof without the prior written consent of the Executive, any of which is not remedied within 10 calendar days after receipt by the Company of written notice from the Executive of such change, reduction or termination, as the case may be; (C) A determination by the Executive made in good faith that as a result of (A) a Change in Control and a change in circumstances thereafter significantly affecting his position, including, without limitation, a change in the Executive’s death; (B) scope of the Executive’s Disability (as defined business or other activities for which he was responsible immediately prior to a Change in subparagraph 2(b) below); (C) Control, that he has been rendered substantially unable to carry out, has been substantially hindered in the Executive’s Retirement (as defined performance of, or has suffered a substantial 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 subparagraph 2(c) below); Control, which situation is not remedied within 10 calendar days after written notice to the Company from the Executive of such determination; (D) obligations of the Executive’s Company under this Agreement pursuant to Section 11 hereof; (E) The Company shall relocate its principal executive offices, or require the Executive to have his principal location of work changed to any location which is in excess of 25 miles from the location thereof immediately prior to the Change of Control or to travel away from his office in the course of discharging his responsibilities or duties hereunder significantly more (in terms of either consecutive days or aggregate days in any consecutive days or aggregate days in any calendar year) than was required of him prior to the Change of Control without, in either case, his prior consent; or (F) Any material breach of this Agreement by the Company or any successor thereto. (c) A termination by the Company for Cause (as defined in subparagraph 2(dpursuant to Section 4(a) below); hereof 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 (ipursuant to Section 4(b) 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 hereof shall not affect any rights which 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. If this Agreement or the employment of the Executive is terminated under circumstances in which the Executive is not entitled to the compensation provided for in Paragraph 3. (b) If, as a result of the Executive’s incapacity due to physical any payments under Sections 3 or mental illness5 hereof, the Executive shall have been unable, with no further obligation or without a reasonable accommodation, liability 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 hereunder with respect to his prior or to any future employment 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”.