Common use of Termination in Connection with a Change in Control Clause in Contracts

Termination in Connection with a Change in Control. Notwithstanding anything to the contrary in this Agreement, in the event that (A) a Change of Control occurs; and (B) the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive with Good Reason, in each case within eighteen (18) months following a Change in Control, the Executive shall be entitled to the following payments and benefits, with any cash payments to be made in a lump sum within thirty (30) days following the Termination Date: (1) the sum of (A) the Executive’s Base Salary through the Termination Date, (B) the product of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); (2) an amount equal to (A) one and one-half (1.5) multiplied by (B) the sum of (x) the Executive’s highest annual base salary in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and (y) the Executive’s highest annual bonus in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date; (3) for eighteen months after the Termination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his family; and (4) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies; provided, however, that for purposes of this subparagraph (4), and without regard to the requirements of Sections 10(i)(A) and 10(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Termination Date.

Termination in Connection with a Change in Control. Notwithstanding anything any other provision to the contrary in this Agreementcontained herein and subject to the provisions of Section 9(b) hereof, in the event that (A) that, during a Change of in Control occurs; and (B) Window, the ExecutiveGrantee’s employment with the Company is terminated Corporation or one of its Subsidiaries terminates as a result of a termination by the Company Corporation or such Subsidiary without Cause (other than due to the Grantee’s death or Disability) or a resignation by the Executive with Grantee for Good Reason, in each case within eighteen 100% of the total Performance Units (18) months following a Change in Control, the Executive shall be entitled to the following payments and benefits, with any cash payments to be made in a lump sum within thirty (30) days following the Termination Date: (1) the sum of (A) the Executive’s Base Salary through the Termination Date, (B) the product of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent outstanding and not previously paid (vested immediately prior to such termination of employment and after giving effect to the sum provisions of the amounts described in clauses (A), (B), and (CSection 9(b) below) shall be hereinafter referred vested on the date that the Grantee ceases to as be employed by the Corporation or one of its Subsidiaries (the “Accrued ObligationsTermination Date”); (2) an amount equal to (A) one and one-half (1.5) multiplied by (B) the sum of (x) the Executive’s highest annual base salary or, if such Termination Date occurs in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and (y) the Executive’s highest annual bonus in any twelve-month period (on a rolling basis) during the five-year period Window but prior to the consummation of the Change in Control Date; Event to which the Change in Control Window relates, on the date of such Change in Control Event (3for clarity, such total number of Performance Units still determined after giving effect to the provisions of Section 9(b) for eighteen months after below even though the Termination DateDate occurred prior to the consummation of the Change in Control Event),, or provided in each case that the Grantee executes and delivers to the Corporation (and does not revoke) the release contemplated by the Employment Agreement not later than twenty-one (21) days (forty-five (45) days, if such longer period as may be provided is required by applicable law) following such vesting date (the “Release Requirement”). As used in this Award Certificate, the terms of the appropriate plan“Cause”, program“Good Reason”, practice or policy“Disability”, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, “Change in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his family; and (4) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies; provided, however, that for purposes of this subparagraph (4)Control Window”, and without regard “Change in Control Event” shall have the meaning ascribed to such term in the requirements of Sections 10(i)(A) and 10(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Termination DateEmployment Agreement.

Termination in Connection with a Change in Control. Notwithstanding anything to the contrary in this AgreementSection 7(c) above, in the event that (A) a Change of Control occurs; and (B) the if Executive’s employment with the Company is terminated by the Company without Cause (excluding due to a Death or Disability) or by the Executive with for Good Reason, in each case Reason within eighteen twelve (1812) months following a Change in ControlControl (as defined below) and provided Executive has not been paid pursuant to Section 7(c) above, the then Executive shall be entitled to the following payments and benefits: (i) the Accrued Obligations; (ii) subject to Section 19, with any cash payments to be made in a lump sum within thirty severance payment equal to twelve (3012) days following the Termination Date: (1) the sum months of (A) the Executive’s Base Salary through the Termination Date, Salary; (B) the product of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferrediii) for the most recently completed fiscal year and a period that is equal to twelve (y12) a fractionmonths, the numerator of which is the number of days in the current fiscal year through the Termination DateExecutive’s health insurance, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case including but not limited to the extent not previously paid (the sum of the amounts described in clauses (A), (B), Company’s medical and (C) shall be hereinafter referred to as the “Accrued Obligations”); (2) an amount equal to (A) one and one-half (1.5) multiplied by (B) the sum of (x) the Executive’s highest annual base salary in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and (y) the Executive’s highest annual bonus in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date; (3) dental plans for eighteen months after the Termination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally shall be paid for by the Company; (iv) to the extent unvested at any the time thereafter with respect to other peer executives of Executive’s termination of employment, immediate and full vesting of the Company Options following Executive’s execution and its affiliated companiesdelivery of a general release (that is no longer subject to revocation under applicable law); and (v) the Accrued Discretionary Bonus, if any. Subject to Executive’s execution and delivery of the General Release (that is no longer subject to revocation under applicable law) and compliance with the provisions of this Agreement, including without limitation Sections 8, 9, and 10, all payments under this Section 7(d)(i) and (ii) shall be made within (60) days following termination of employment provided, however, that if the Executive becomes reemployed with another employer sixty (60) day period begins in one calendar year and ends in a second calendar year, payment will be made in the second calendar year after Executive’s execution and delivery of the General Release (that is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer subject to revocation under applicable law) and provided that the Accrued Discretionary Bonus payment, if any, shall be required to provide those particular benefits to made at the Executive and his family; and (4) to same time other executives receive their bonuses for the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or calendar year in which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies; provided, however, that for purposes of this subparagraph (4), and without regard to the requirements of Sections 10(i)(A) and 10(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Termination Dateterminated.

Termination in Connection with a Change in Control. Notwithstanding anything to If Executive’s employment hereunder is terminated during the contrary in this Agreement, in Term (I) by the event that Company (A) a Change of Control occurs; other than for Cause, and other than due to Executive’s death or Disability, or (B) as a result of the ExecutiveCompany’s employment with non-renewal of the Company is terminated Term, or (II) by the Company without Cause or by the Executive with Good Reason, in each any case within eighteen 120 days prior to, or within one year following, a “Change in Control” (18as such term is defined in the 2005 Plan), provided that no Change in Control shall be deemed to occur unless the relevant transaction constitutes a change in control event under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then Executive shall be entitled to (i) months the Accrued Benefits and (ii) upon Executive’s execution of the Release, and the expiration of the applicable revocation period with respect to such Release within sixty (60) days following the date of termination, and provided that Executive does not materially breach the Restrictive Covenants or any other ongoing obligation to which Executive is subject as of the date of termination: (i) an amount equal to two times the sum of (a) the Base Compensation then in effect and (b) the Target Annual Bonus for the year in which the termination occurs, to be paid in a lump sum on the 60th day following the date of termination; (ii) the Pro-Rata Bonus, to be paid in a cash lump sum on the 60th day following the date of termination; and (iii) notwithstanding anything to the contrary in the 2005 Plan or any applicable award agreement, immediate vesting (and payment) of all outstanding unvested Equity Awards. Notwithstanding the foregoing, in the event that Executive’s termination pursuant to this Section 5(c) occurs within 120 days prior to a Change in Control, to extent required to avoid adverse tax consequences under Section 409A of the Code, Executive shall be entitled receive the payments and benefits set forth in Section 5(c)(i) and (iii), respectively, pursuant to the following payments and benefits, with any cash payments to be made applicable schedules set forth in a lump sum within thirty (30Sections 5(b)(i) days following the Termination Date: (1) the sum of (A) the Executive’s Base Salary through the Termination Date, (B) the product of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (Aiii), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); (2) an amount equal to (A) one and one-half (1.5) multiplied by (B) the sum of (x) the Executive’s highest annual base salary in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and (y) the Executive’s highest annual bonus in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date; (3) for eighteen months after the Termination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his family; and (4) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies; provided, however, that for purposes of this subparagraph (4), and without regard to the requirements of Sections 10(i)(A) and 10(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Termination Daterespectively.

Termination in Connection with a Change in Control. Notwithstanding anything to the contrary in this Agreement, in the event that (A) a Change of Control occurs; and (B) the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive with Good Reason, in each either case within (x) six (6) months prior to a Change of Control and it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or in anticipation of a Change of Control; or (y) eighteen (18) months following a Change in Control, the Executive shall be entitled to the following payments and benefits, with any cash payments to be made in a lump sum within thirty (30) days following the Termination Date: (1i) the sum of (A) the Executive’s Base Salary through the Termination Date, (B) the product of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); (2ii) an amount equal to (A) one and one-half three (1.53) multiplied by (B) the sum of (x) the Executive’s highest annual base salary in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and (y) the Executive’s highest annual bonus in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date; (3iii) for eighteen months three years after the Termination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his family; and; (4iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies; provided, however, that for purposes of this subparagraph (4iv), and without regard to the requirements of Sections 10(i)(A11(i)(A) and 10(i)(B11(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company; and (v) the unpaid principal balance of the Loan shall be forgiven effective upon the Termination Date. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Termination Date.

Termination in Connection with a Change in Control. Notwithstanding anything to the contrary in this Agreement, in the event that (A) a Change of Control occurs; and (B) the ExecutiveIf Employee’s employment with the Company under this Agreement is terminated by the Company Employer without Cause or by the Executive with Employee for Good Reason, in each case case, within eighteen six (186) months prior to or twelve (12) months following a Change in Control, then, in addition to the Executive Accrued Obligations, Employee shall be entitled eligible to receive: (i) a Pro-Rated Bonus; (ii) Employee shall also receive any earned and unpaid Performance Bonus with respect to the following payments year prior to the year of termination, which shall be paid in accordance with Section 2.2 without regard to its continued employment requirement; (iii) within sixty (60) days of the termination date, Employer shall pay Employee a lump sum payment equal to the product of (A) two and benefits(B) Employee’s Base Salary; (iv) within sixty (60) days of the termination date, Employer shall pay Employee an amount equal to the product of (A) two and (B) the greater of (x) Employee’s Average Annual Performance Bonus or (y) Employee’s Target Bonus; and (v) the Equity Acceleration, with any cash payments shares delivered pursuant to the Equity Acceleration to be made delivered to Employee within sixty (60) days following such termination of employment, subject to any delay required to comply with Section 409A of the Code or as otherwise required by the underlying award agreement. For the avoidance of doubt, and any reductions in Base Salary or Target Bonus opportunity resulting in Good Reason shall be disregarded in calculating severance under this Section 4.7. Further, in the event of a lump sum termination within thirty six (306) months prior to a Change in Control under this Section 4.7, any amounts due under this Section 4.7 shall be reduced by the amounts previously paid under Section 4.4 or Section 4.5, as applicable, and the additional amounts due under clauses (iii) and (iv) of this Section 4.7 in the event of a termination within six (6) months prior to a Change in Control shall be paid within sixty (60) days following the Termination Date: (1) the sum consummation of (A) the Executive’s Base Salary through the Termination Date, (B) the product of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); (2) an amount equal to (A) one and one-half (1.5) multiplied by (B) the sum of (x) the Executive’s highest annual base salary in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and (y) the Executive’s highest annual bonus in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date; (3) for eighteen months after the Termination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his family; and (4) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies; provided, however, that for purposes of this subparagraph (4), and without regard to the requirements of Sections 10(i)(A) and 10(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Termination DateControl.

Termination in Connection with a Change in Control. Notwithstanding anything If, during the Employment Term and within three months prior to the contrary in this Agreement, in the event that (A) or two years following a Change of Control occurs; and (B) the in Control, Executive’s employment with the Company is terminated by the Company without Cause or by the Executive with for Good Reason, then Executive’s employment will be deemed to have been terminated in each case within eighteen (18) months following a connection with the Change in ControlControl and, subject to timely satisfaction of the release and other conditions set forth in Section 8(i), Executive shall will be entitled to receive the following payments (which Executive acknowledges will be in partial consideration for Executive’s compliance with the post-termination obligations under this Agreement (including the obligations under Section 12 and benefitsSection 13)): (i) the Accrued Benefits; (ii) the Severance Payment (except the multiple will be changed from two (2.0) to three (3.0)), with any cash payments to and such Severance Payment will be made in a lump sum within thirty (30) paid on the date that is 60 days following the Date of Termination, subject, however, to a delay of up to six months from the Date of Termination Date: (1) the sum of (A) the Executive’s Base Salary through the Termination Date, (B) the product of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year if and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid required in order to satisfy the requirements of Section 16(b) and Code Section 409A; (iii) the sum Pro-Rated Short Term Bonus (except that the portion of the amounts described in clauses (A), (B), Bonus which will be prorated will be based on the greater of target Bonus and (C) shall be hereinafter referred to as the “Accrued Obligations”actual Bonus earned); (2iv) an amount equal to (A) one any earned but unpaid LTI Award and oneany LTI Award for the then-half (1.5) multiplied by (B) the sum of (x) the Executive’s highest annual base salary current performance period will be paid in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and (y) the Executive’s highest annual bonus in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date; (3) for eighteen months after the Termination Date, or such longer period as may be provided by accordance with the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive 2013-2015 Cash LTIP; (v) immediate vesting and the payout of Executive’s family at least equal to those which would have been provided to them if unvested outstanding Company Equity Awards (the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his family“Full Accelerated Equity Vesting”); and (4vi) up to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive 18 months of Subsidized COBRA Coverage. Notwithstanding any other amounts or benefits required provision, and subject to be paid or provided or which timely satisfaction of the release and other conditions set forth in Section 8(i), as a result of the SuperMedia Inc. and Dex One Corporation merger, if Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies; provided, however, that for purposes of this subparagraph (4), and without regard to the requirements of Sections 10(i)(A) and 10(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed terminated by the Company until three years after without Cause or resigns for Good Reason on or prior to April 30, 2015 and another Change in Control has not occurred, Executive will be entitled to receive the Termination Datepayments and benefits set forth in this Section 8(e) but will not receive the payments in clause (iv) and will instead receive the Pro-Rated Long-Term Bonus.

Termination in Connection with a Change in Control. Notwithstanding anything to If Executive’s employment hereunder is terminated during the contrary in this Agreement, in Term (I) by the event that Company (A) a Change of Control occurs; other than for Cause, and other than due to Executive’s death or Disability, or (B) as a result of the ExecutiveCompany’s employment with non-renewal of the Company is terminated Term, or (II) by the Company without Cause or by the Executive with Good Reason, in each any case within eighteen (18) months following 120 days prior to, or within one year following, a “Change in Control” (as such term is defined in the 2005 Plan), provided that no Change in Control shall be deemed to occur unless the relevant transaction constitutes a change in control event under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then Executive shall be entitled to (i) the following payments Accrued Benefits and benefits(ii) upon Executive’s execution of the Release, and the expiration of the applicable revocation period with any cash payments respect to be made in a lump sum such Release within thirty sixty (3060) days following the Termination Datedate of termination, and provided that Executive does not materially breach the Restrictive Covenants or any other ongoing obligation to which Executive is subject as of the date of termination: (1) the sum of (A) the Executive’s Base Salary through the Termination Date, (B) the product of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); (2i) an amount equal to (A) one and one-half (1.5) multiplied by (B) the sum of (xa) two times the Executive’s highest annual base salary Base Compensation then in any twelve-month period effect and (on a rolling basisb) during the five-year period either (A) if such termination occurs prior to Executive having received the Change 2010 Awards, $800,000 or (B) otherwise, two times the Target Annual Bonus for the year in Control Date and (y) which the Executive’s highest annual bonus termination occurs, to be paid in any twelve-month period (a lump sum on a rolling basis) during the five-year period prior to 60th day following the Change in Control Datedate of termination; (3ii) for eighteen months after the Termination DatePro-Rata Bonus, or such longer period as may to be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, paid in accordance with the applicable Benefit Plans in effect a cash lump sum on the Measurement Date or, if more favorable to 60th day following the Executive and his family, in effect generally at any time thereafter with respect to other peer executives date of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his familytermination; and (4iii) notwithstanding anything to the extent not previously paid contrary in the 2005 Plan or providedany applicable award agreement, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company immediate vesting (and its affiliated companies; provided, however, that for purposes of this subparagraph (4), and without regard to the requirements of Sections 10(i)(A) and 10(i)(B) above, Section 4.3 (Taxespayment) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Termination Dateall outstanding unvested Equity Awards.

Termination in Connection with a Change in Control. Notwithstanding anything to the contrary in this Agreement, in the event that (A) a Change of Control occurs; and (B) the ExecutiveIf Employee’s employment with the Company under this Agreement is terminated by the Company Employer without Cause or by the Executive with Employee for Good Reason, in each case case, within eighteen six (186) months prior to or twelve (12) months following a Change in Control, then, in addition to the Executive Accrued Obligations, Employee shall be entitled eligible to receive: (i) a Pro-Rated Bonus; (ii) Employee shall also receive any earned and unpaid Performance Bonus with respect to the following payments year prior to the year of termination, which shall be paid in accordance with Section 2.2 without regard to its continued employment requirement; (iii) within sixty (60) days of the termination date, Employer shall pay Employee a lump sum payment equal to the product of (A) three and benefits(B) Employee’s Base Salary; (iv) within sixty (60) days of the termination date, Employer shall pay Employee an amount equal to the product of (A) three and (B) the greater of (x) Employee’s Average Annual Performance Bonus or (y) Employee’s Target Bonus; and (v) the Equity Acceleration, with any cash payments shares delivered pursuant to the Equity Acceleration to be made delivered to Employee within sixty (60) days following such termination of employment, subject to any delay required to comply with Section 409A of the Code or as otherwise required by the underlying award agreement. For the avoidance of doubt, and any reductions in Base Salary or Target Bonus opportunity resulting in Good Reason shall be disregarded in calculating severance under this Section 4.7. Further, in the event of a lump sum termination within thirty six (306) months prior to a Change in Control under this Section 4.7, any amounts due under this Section 4.7 shall be reduced by the amounts previously paid under Section 4.4 or Section 4.5, as applicable, and the additional amounts due under clauses (iii) and (iv) of this Section 4.7 in the event of a termination within six (6) months prior to a Change in Control shall be paid within sixty (60) days following the Termination Date: (1) the sum consummation of (A) the Executive’s Base Salary through the Termination Date, (B) the product of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); (2) an amount equal to (A) one and one-half (1.5) multiplied by (B) the sum of (x) the Executive’s highest annual base salary in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and (y) the Executive’s highest annual bonus in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date; (3) for eighteen months after the Termination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his family; and (4) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies; provided, however, that for purposes of this subparagraph (4), and without regard to the requirements of Sections 10(i)(A) and 10(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Termination DateControl.

Termination in Connection with a Change in Control. Notwithstanding anything to If during the contrary in this AgreementEmployment Term, in the event that (A) a Change of Control occurs; and (B) the Executive’s employment with the Company is terminated by the Company without Cause or by Cause, the Executive with terminates for Good Reason, Reason or the Company provides a notice of non-renewal of the Employment Term within six months prior to a Change in each case Control or upon or within eighteen (18) months two years following a Change in Control, the Executive shall be entitled to the following payments in Section 9(b), except the multiple in Section 9(b)(i) shall be two rather than one times and benefits, with any cash payments to the bonus portion of the severance shall be made in a lump sum within thirty based on the greater of (30) days following the Termination Date: (1i) the sum of bonus calculated under Section 9(b)(i)(y) or (Aii) the Executive’s Base Salary through the Termination Datetarget bonus opportunity and, (B) the product of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); (2) an amount equal to (A) one and one-half (1.5) multiplied by (B) the sum of (x) the Executive’s highest annual base salary in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and (y) the Executive’s highest annual bonus in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date; (3) for eighteen months after the Termination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives a termination without Cause (including upon a notice of non-renewal of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided Employment Term by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his family; and (4) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies; provided, however, that for purposes of this subparagraph (4), and without regard to the requirements of Sections 10(i)(A) and 10(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately Good Reason within six months prior to the Restatement Effective Date) shall remain a Change in effect and shall continue to be deemed to be an agreement of the Company. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitledControl, the Executive shall be considered paid the severance due under Section 9(b)(i) on the payment dates set forth therein and then any severance payable under this Section 9(e) in excess of the amount due under Section 9(b)(i) shall be paid in the manner provided in Section 9(b)(i) but determined as if the Executive’s “separation from service” date was the date of the Change in Control (provided that if the installment payments under Section 9(b)(i) have commenced, the payments due under this Section 9(e) shall commence no later than 30 days after the Change in Control instead of the first payment being on the 60th day after the Change in Control). For the avoidance of doubt, all payments under this Section 9(e) are conditioned upon the Executive executing a Release (which will be provided to have remained employed the Executive by the Company until three years after as soon as practicable following the Termination DateSeparation from Service) within the Release Consideration Period and delivering it to the Company with the Release Revocation Period expired without revocation.

Termination in Connection with a Change in Control. Notwithstanding anything to the contrary in this Agreement, in the event that (A) a Change of Control occurs; and (B) the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive with Good Reason, in each either case within (x) six (6) months prior to a Change of Control and it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or in anticipation of a Change of Control; or (y) eighteen (18) months following a Change in Control, the Executive shall be entitled to the following payments and benefits, with any cash payments to be made in a lump sum within thirty (30) days following the Termination Date: (1i) the sum of (A) the Executive’s Base Salary through the Termination Date, (B) the product of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); (2ii) an amount equal to (A) one and one-half three (1.53) multiplied by (B) the sum of (x) the Executive’s highest annual base salary in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and (y) the Executive’s highest annual bonus in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date; (3iii) for eighteen months three years after the Termination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits benefit (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be required to provide those that particular benefits benefit to the Executive and his family; and (4iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies; provided, however, that for purposes of this subparagraph (4), and without regard to the requirements of Sections 10(i)(A) and 10(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Termination Date.

Termination in Connection with a Change in Control. Notwithstanding anything to the contrary in this Agreement, in (i) In the event that the Company terminates Executive’s employment without Cause or Executive resigns his employment with the Company for Good Reason, in each case, upon or within 24 months following the date on which a Change in Control occurs (such date of occurrence, the “CIC Date”), then: (A) in lieu of the Severance Amount, the Company or its successor shall pay Executive no later than the 60th day following the Termination Date a Change cash lump sum amount equal to the sum of Control (1) two times Executive’s then annual rate of Base Salary plus (2) two times the amount of the Annual Bonus paid or payable to Executive for the calendar year prior to the calendar year in which the CIC Date occurs; and (B) all Options held by Executive shall immediately vest and become exercisable for the period of Extended Exercisability. ▇▇▇▇ ▇. ▇▇▇▇▇▇ Executive Chairman Agreement Notwithstanding anything herein to the contrary, Executive’s employment with entitlements under clauses (A) and (B) of this Section 6(a)(i) are each expressly conditioned upon the timely satisfaction of the release delivery requirements of Section 5(d)(iii). (ii) Notwithstanding Section 6(a)(i) above, in the event of a consolidation or merger of the Company described in clause (A)(I) of the definition of Change in Control in Section 6(a)(iii) in which the consideration received by the stockholders of the Company in the Change in Control consists exclusively of cash, securities not listed for trading on a national securities exchange or automated quotation system, or a combination of cash and such unlisted securities, all then outstanding Options shall immediately vest in full upon the CIC Date and the Company or its successor shall cause Executive to receive in cancellation of such Options a lump sum cash payment equal to the product of the number of shares of common stock underlying such Options multiplied by the fair market value of the consideration per share paid to the Company’s stockholders in the merger or consolidation less the aggregate exercise price of such Options. (iii) For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if: (A) there shall be consummated (I) any consolidation or merger in which the Company is terminated by not the continuing or surviving corporation or pursuant to which shares of the Company’s common stock would be converted into cash, securities or other property, other than a consolidation or a merger having the same proportionate ownership of common stock of the surviving corporation immediately after the consolidation or merger or (II) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions other than in the ordinary course of business of the Company) of all, or substantially all, of the assets of the Company without Cause to any corporation, person or by other entity which is not a direct or indirect wholly-owned subsidiary of the Executive with Good Reason, in each case within eighteen (18) months following a Change in Control, the Executive shall be entitled to the following payments and benefits, with any cash payments to be made in a lump sum within thirty (30) days following the Termination Date: (1) the sum of (A) the Executive’s Base Salary through the Termination DateCompany, (B) any person, group, corporation or other entity (collectively, “Persons”) shall acquire beneficial ownership (as determined pursuant to Section 13(d) of the product Securities Exchange Act of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction1934, the numerator of which is the number of days in the current fiscal year through the Termination Dateas amended, and rules and regulations promulgated hereunder) of more than 50% of the denominator of which is 365 and Company’s outstanding common stock or voting securities or (C) individuals who, as of the amount of any compensation previously deferred by Effective Date, constitute the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid Board (the sum “Incumbent Board”) cease for any reason to constitute at least a majority of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); (2) an amount equal to (A) one and one-half (1.5) multiplied by (B) the sum of (x) the Executive’s highest annual base salary in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and (y) the Executive’s highest annual bonus in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date; (3) for eighteen months after the Termination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiesBoard; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive any individual becoming a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable director subsequent to the Executive and his family as those being provided Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Company Incumbent Board shall no longer be required to provide those particular benefits to considered as though such individual were a member of the Executive and his family; andIncumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board. (4iv) to the extent not previously paid or providedFor purposes of this Agreement, the Company “CIC Date” shall timely pay mean: (A) with respect to a transaction contemplated under clause (A)(I) of Section 6(a)(iii), the closing date of such consolidation or provide merger; (B) with respect to a transaction contemplated under clause A(II) of Section 6(a)(iii), the Executive any date on which such sale, lease, exchange or other amounts transfer is completed (which shall be the completion date of the final transaction if a series of transactions is contemplated); (C) with respect to an acquisition contemplated under clause (B) of Section 6(a)(iii), the date of the closing of the tender offer or benefits required other acquisition pursuant to be paid or provided or which the Executive requisite beneficial ownership percentage is eligible acquired by such Person or Persons; and (D) with respect to receive following a change in Board composition contemplated under clause (C) of Section 6(a)(iii), the Executive’s termination date of employment under any plan, program, policy, practice, contract or agreement appointment of the Company and its affiliated companies; provided, however, director or group of directors that would cause the Incumbent Board to cease to constitute a majority for purposes of this subparagraph such clause (4C), and without regard to the requirements of Sections 10(i)(A) and 10(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Termination Date.

Termination in Connection with a Change in Control. Notwithstanding anything to If (a) during the contrary period beginning on the Change in this AgreementControl and continuing for three (3) years thereafter, in the event that (A) a Change of Control occurs; and (B) Company shall terminate the Executive’s 's employment with other than for Cause, death or Disability, or the Company is terminated by the Company without Cause or Executive shall terminate employment for Good Reason (which shall be communicated by the Executive with Good Reason, in each case within eighteen by Notice of Termination to the Company); or (18b) months following a Change in Control, during the Window Period the Executive shall be entitled terminate employment without reason, then (i) The Company shall pay to the following payments and benefits, with any cash payments to be made Executive in a lump sum in cash within thirty (30) fifteen calendar days following after the Date of Termination Datethe aggregate of the amounts set forth in clauses A, B and C below: A. the sum of (1) the sum of (A) the Executive’s Base Salary 's annual base salary through the Date of Termination Dateto the extent not theretofore paid, (B2) the product of (x) the annual greater of the target bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) currently in effect for the most recently completed fiscal Executive or the average of the actual bonuses paid to the Executive for the three years ending prior to the year in which the Date of Termination occurs (the "Minimum Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal calendar year through the Termination DateDate of Termination, and the denominator of which is 365 and (C3) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case other nonqualified benefit plan balances to the extent not previously theretofore paid (the sum of the amounts described in clauses (A1), (B2), and (C3) shall be hereinafter referred to as the “"Accrued Obligations”");; provided, however, that for purposes of this Section 2, annual base salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the amount equal to the product of (1) and (2) where: (1) is the lesser of (a) three years or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65), and (2) an amount equal to (A) one and one-half (1.5) multiplied by (B) is the sum of (x) the Executive’s highest 's annual base salary in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and (y) the Executive’s highest annual bonus Minimum Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Executive participates, if any twelve-month period (on a rolling basisthe "Retirement Plan") during (utilizing actuarial assumptions no less favorable to the five-year period Executive than those in effect under the Company's Retirement Plan immediately prior to the Change Commencement Date), and any excess or supplemental retirement plan in Control Datewhich the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for the lesser of (a) three years or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65), assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of employment is the sum of the annual base salary and Minimum Bonus over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if the Executive remained employed for the period described above in this subparagraph; (3ii) any restricted stock, stock options and any other stock awards under any Company sponsored plan or arrangement that were outstanding immediately prior to the Commencement Date ("Prior Stock Awards") shall become immediately vested and/or exercisable, as the case may be; (iii) for eighteen months after the period which is the lesser of (a) three years or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination Dateand the Executive's attainment of age sixty-five (65), or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and and/or the Executive’s 's family at least equal to those which would have been provided to them in accordance with the welfare, fringe, change of control protection, incentive, vacation and other similar benefit plans, practices, policies and programs provided by the Company and its affiliated entities (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated entities as if the Executive’s 's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date terminated or, if more favorable to the Executive and his familyExecutive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiescompanies and their families; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of benefits eligibility. For purposes of determining eligibility (e.g., health insurance but not the time of commencement of benefits) from such employer on terms at least as favorable to of the Executive for retiree benefits pursuant to such plans, practices, programs and his family as those being provided by the Companypolicies, then the Company shall no longer be required to provide those particular benefits to the Executive shall be considered to have remained employed for the duration of employment after the Date of Termination and his familyto have retired on the last day of such period; and (4iv) to the extent not previously theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible entitled to receive following the Executive’s termination of employment under any plan, program, policy, practice, policy or practice or contract or agreement of the Company and its affiliated companies; provided, howeverexcluding any severance plan or policy except to the extent that such plan or policy provides, in accordance with its terms, benefits with a value in excess of the benefits payable to the Executive under this Section 2, (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding anything contained in this Agreement to the contrary, if the Executive's employment is terminated before a Change in Control and the Executive reasonably demonstrates that such termination (i) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a "Change in Control" and who effectuates a "Change in Control" or (ii) otherwise occurred in connection with, or in anticipation of, a "Change in Control" which actually occurs, then for all purposes of this subparagraph (4)Agreement, and without regard the date of a "Change in Control" with respect to the requirements of Sections 10(i)(A) and 10(i)(B) above, Section 4.3 (Taxes) of Executive shall mean the Retention Agreement (as it stood date immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement date of such termination of the Company. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Termination DateExecutive's employment.

Termination in Connection with a Change in Control. Notwithstanding anything (a) Upon a Change in Control (whether or not there shall be a termination of employment under clauses (i) or (ii) of Section 5.7(b) below): (1) all outstanding options granted to Executive pursuant to the contrary Prior Employment Agreement shall be exercisable in this Agreement, accordance with the terms thereof; all other outstanding options that were granted to Executive prior to the Effective Date (if any) and all options that are granted to Executive on or after the Effective Date (if any) shall be exercisable in the event that accordance with their terms; and (A2) a Change of Control occurs; and all restricted Shares granted to Executive shall become vested. (Bb) the If Executive’s employment with by the Company Trust is terminated (i) by the Company Trust without Cause following a Change in Control or within the one-year period preceding a Change in Control, or (ii) by the Executive with for Good Reason, in each case Reason within eighteen (18) six months following a Change in Control, the subject to Section 5.8 hereof: (1) Executive shall be entitled to receive the following payments and benefitsother benefits provided under whichever of Sections 5.4 and 5.6 hereof shall be applicable. In the event it is determined that any payment or distribution by the Trust or its Affiliates to or for the benefit of Executive (determined without regard to any additional payments required under this Section 5.7) is subject to the excise tax imposed by section 4999 of the Code (the “Excise Tax”), with then the amount of such payments or distributions shall be reduced to the extent necessary to avoid the imposition of any Excise Tax (first by any cash payments and then, to the extent necessary, by any equity awards). In the alternative, and if Executive would receive a net after-tax benefit by doing so, the Trust shall pay Executive an additional payment (the “Tax Reimbursement”) in an amount equal to one-half of the Excise Tax imposed upon the payments or distributions. The Tax Reimbursement shall not be grossed-up to cover income or employment taxes assessed upon it. The Tax Reimbursement shall be paid to Executive on the later of (i) the first business day of the seventh calendar month after the calendar month of his termination of employment, or (ii) the date on which Executive pays the taxes to which the Tax Reimbursement relates, but in any event not later than the end of the year following the year in which Executive pays the taxes to which the Tax Reimbursement relates. If the applicable date is described in clause (i) in the preceding sentence, then the Trust shall pay the Tax Reimbursement on the date described in clause (ii) in the preceding sentence to the grantor trust described in Section 5.8(b) hereof, with instructions to the trustee of the grantor trust to pay the Tax Reimbursement to Executive on the date described in such clause (i). Executive shall notify the Trust in writing of any claim by the Internal Revenue Service that, if successful, might require the payment by the Trust of the Tax Reimbursement. Such notification shall be given as soon as practicable but no later than 10 business days after Executive is informed in writing of such claim. The notification shall apprise the Trust of the nature of such claim and the date on which such claim is requested to be made in a lump sum within thirty (paid. Executive shall not pay such claim prior to the expiration of the 30) days -day period following the Termination Datedate on which he gives such notice to the Trust (or such shorter period ending on the date that any payment of Excise Tax with respect to such claim is due). If the Trust notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (1i) give the sum of (A) the Executive’s Base Salary through the Termination Date, (B) the product of (x) the annual bonus paid or payable (including without limitation Trust any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date, and the denominator of which is 365 and (C) the amount of any compensation previously deferred information reasonably requested by the Executive Trust relating to such claim; (together ii) take such action in connection with any accrued interest or earnings thereon) and any accrued vacation paycontesting such claim as the Trust shall reasonably request from time to time, in each case including, without limitation, accepting legal representation with respect to such claim by legal counsel selected by the Trust (who, without limitation, may regularly provide legal services to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”Trust); (2iii) an amount equal to (A) one and one-half (1.5) multiplied by (B) the sum of (x) the Executive’s highest annual base salary in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and (y) the Executive’s highest annual bonus in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date; (3) for eighteen months after the Termination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance cooperate with the applicable Benefit Plans Trust in effect on the Measurement Date or, if more favorable good faith in order to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from contest effectively such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his familyclaim; and (4iv) permit the Trust to participate in any proceedings relating to such claim. (2) Notwithstanding Sections 5.4 and 5.6 hereof, all options held by Executive shall remain exercisable until the extent not previously paid earlier of the expiration of the 10-year term of the option or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the 24 months after Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies; provided, however, that for purposes of this subparagraph subsection (4b), and without regard to the requirements of Sections 10(i)(A) and 10(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Termination Date.

Termination in Connection with a Change in Control. Notwithstanding anything to the contrary in For purposes of this AgreementAgreement only, in the event that (A) a Change termination of Control occurs; and (B) the Executive’s employment in connection with a Change in Control (“Termination In Connection with a Change in Control”) shall be deemed to occur if at any time during the Company is terminated by the Company without Cause or by the Executive with Good Reason, in each case within eighteen (18) months two-year period immediately following a Change in Control or within ninety (90) days prior to a Change in Control: (a) there has been an actual termination by the Company of Executive’s employment, other than (i) “For Cause” (as defined in Section 7 below), (ii) Executive’s death, or (iii) on account of an accident or illness which renders Executive unable, for a period of at least six (6) consecutive months, to perform the essential functions of his or her job notwithstanding the provision of reasonable accommodation by the Company; (b) the Company reduces Executive’s salary, removes Executive for the position of _____________________ of _________________, reduces reward opportunities (which will be evaluated in light of the performance requirements therefor), reduces other compensation, deprives Executive of any material fringe benefit, a material diminution in Executive’s authority, duties, or responsibilities, a material diminution in the authority, duties, or responsibilities of the person to whom Executive is required to report, a material diminution in the budget over which Executive retains authority, or a relocation of Executive’s primary office more than fifty (50) miles from his or her then current office location, but not closer to his or her principal residence (each, a “Good Reason” event), without his or her prior express written approval; provided that the Executive shall be entitled to must notify the following payments and benefits, with any cash payments to be made Company of such event in a lump sum writing within thirty (30) days following of its occurrence, specifying the Termination Date: circumstance that the Executive claims constitutes Good Reason, at which time the Company will then have fifteen (115) the sum of (A) the Executive’s Base Salary through the Termination Date, (B) the product of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Dateto cure such Good Reason event, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); (2) an amount equal to (A) one and one-half (1.5) multiplied by (B) the sum of (x) the Executive’s highest annual base salary in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and (y) the Executive’s highest annual bonus in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date; (3) for eighteen months after the Termination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, if the Company shall continue fails to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his family; and (4) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies; provided, however, that for purposes of this subparagraph (4), and without regard to the requirements of Sections 10(i)(A) and 10(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitleddo so, the Executive shall be considered must provide a notice of termination within ten (10) days of the expiration of the fifteen-day cure period in order for his or her resignation to have remained employed constitute a resignation for Good Reason and qualify under this subsection (b); or (c) any material breach by the Company until three years after the Termination Dateof any provision of this Agreement.

Termination in Connection with a Change in Control. Notwithstanding anything to (i) In the contrary event of a Change in this AgreementControl occurring during the then existing Term, in the Term shall automatically continue until the second anniversary of the CIC Date. In the event that (A) a Change of Control occurs; and (B) the Company terminates Executive’s employment without Cause or Executive resigns his employment with the Company is terminated by the Company without Cause or by the Executive with for Good Reason, in each case case, upon or within eighteen (18) 24 months following the date on which a Change in ControlControl occurs (such date of occurrence, the “CIC Date”), then: (A) in lieu of the Severance Amount, the Company or its successor shall pay Executive shall be entitled to no later than the following payments and benefits, with any cash payments to be made in a lump sum within thirty (30) days 60th day following the Termination Date: (1) Date a cash lump sum amount equal to the sum of (A1) the two times Executive’s then annual rate of Base Salary through plus (2) two times the Termination Date, amount of the Annual Bonus paid to Executive for the calendar year 2018; (B) the product of (x) the annual bonus paid or payable (including without limitation any bonus or portion thereof which has been earned but deferred) all Options held by Executive shall immediately vest and become exercisable for the most recently completed fiscal year and (y) a fraction, the numerator period of which is the number of days in the current fiscal year through the Termination Date, and the denominator of which is 365 Extended Exercisability; and (C) the amount of any compensation previously deferred all RSUs held by the Executive (together with any accrued interest or earnings thereon) shall immediately vest and any accrued vacation pay, in each case become payable within 30 days following their regularly scheduled vesting dates contemplated by Section 4(e)(ii). Notwithstanding anything herein to the extent not previously paid (the sum of the amounts described in contrary, Executive’s entitlements under clauses (A), (B), ) and (C) shall be hereinafter referred to as of this Section 6(a)(i) are each expressly conditioned upon the “Accrued Obligations”timely satisfaction of the release delivery requirements of Section 5(d)(iii);. (2ii) an amount equal to Notwithstanding Section 6(a)(i) above, in the event of a consolidation or merger of the Company described in clause (AA)(I) one and one-half (1.5of the definition of Change in Control in Section 6(a)(iii) multiplied in which the consideration received by (B) the sum stockholders of (x) the Executive’s highest annual base salary Company in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control consists exclusively of cash, securities not listed for trading on a national securities exchange or automated quotation system, or a combination of cash and such unlisted securities, then the following shall apply: (A) all then outstanding Options shall immediately vest in full upon the CIC Date and the Company or its successor shall cause Executive to receive in cancellation of such Options a lump sum cash payment equal to the product of the number of shares of common stock underlying such Options multiplied by the fair market value of the consideration per share paid to the Company’s stockholders in the merger or consolidation less the aggregate exercise price of such Options; and (yB) the Executive’s highest annual bonus all outstanding RSUs shall vest in any twelve-month period (on a rolling basis) during the five-year period full immediately prior to the CIC Date and shall be settled through the delivery of shares of the Company’s common stock to Executive. Notwithstanding anything herein to the contrary, no acceleration of the settlement or delivery of any RSUs pursuant to this Section 6(a) ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Employment Agreement (ii)(B) shall occur unless the Change in Control Date;constitutes a “change in ownership,” “change in effective control” or “change in the ownership of a substantial portion of the assets” of the Company, as such terms are described in Treas. Reg. Section 1.409A-3(i)(5). (3iii) for eighteen months For purposes of this Agreement, and notwithstanding any contrary definition in the Omnibus Plan as to the treatment of the RSUs under this Agreement, a “Change in Control” shall be deemed to have occurred if: (A) there shall be consummated (I) any consolidation or merger in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company’s common stock would be converted into cash, securities or other property, other than a consolidation or a merger having the same proportionate ownership of common stock of the surviving corporation immediately after the Termination Dateconsolidation or merger or (II) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions other than in the ordinary course of business of the Company) of all, or such longer period as may be provided by the terms substantially all, of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives assets of the Company to any corporation, person or other entity which is not a direct or indirect wholly-owned subsidiary of the Company, (B) any person, group, corporation or other entity (collectively, “Persons”) shall acquire beneficial ownership (as determined pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and its affiliated companiesrules and regulations promulgated hereunder) of more than 50% of the Company’s outstanding common stock or voting securities or (C) individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive any individual becoming a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable director subsequent to the Executive and his family as those being provided Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Company Incumbent Board shall no longer be required to provide those particular benefits to considered as though such individual were a member of the Executive and his family; andIncumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board. (4iv) to the extent not previously paid or providedFor purposes of this Agreement, the Company “CIC Date” shall timely pay mean: (A) with respect to a transaction contemplated under clause (A)(I) of Section 6(a)(iii), the closing date of such consolidation or provide merger; (B) with respect to a transaction contemplated under clause A(II) of Section 6(a)(iii), the Executive any date on which such sale, lease, exchange or other amounts transfer is completed (which shall be the completion date of the final transaction if a series of transactions is contemplated); (C) with respect to an acquisition contemplated under clause (B) of Section 6(a)(iii), the date of the closing of the tender offer or benefits required other acquisition pursuant to be paid or provided or which the Executive requisite beneficial ownership percentage is eligible acquired by such Person or Persons; and (D) with respect to receive following a change in Board composition contemplated under clause (C) of Section 6(a)(iii), the Executive’s termination date of employment under any plan, program, policy, practice, contract or agreement appointment of the Company and its affiliated companies; provided, however, director or group of directors that would cause the Incumbent Board to cease to constitute a majority for purposes of this subparagraph such clause (4C), and without regard to the requirements of Sections 10(i)(A) and 10(i)(B) above, Section 4.3 (Taxes) of the Retention Agreement (as it stood immediately prior to the Restatement Effective Date) shall remain in effect and shall continue to be deemed to be an agreement of the Company. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Termination Date.