Common use of Termination Other Than for Cause Clause in Contracts

Termination Other Than for Cause. In the event the Employee's -------------------------------- employment is terminated in a Termination Other Than for Cause, the Employee shall be paid as severance compensation his Base Salary, at the rate payable at the time of such termination, for one (1) year from the date of termination. Provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof to the Company and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employment. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company may, in the Company's sole discretion, by delivery of a notice to the Employee within thirty (30) days following a Termination Other Than for Cause, elect to remit to the Employee a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company and shall be based on the prime rate, as reported by ▇▇ ▇▇▇▇▇▇ on the date of delivery of the election notice. If the Company elects to remit a lump sum severance payment, the Company shall make such payment to the Employee within thirty (30) days following the date on which the Company notifies the Employee of its election. In the event that the Employee is not otherwise entitled to fully exercise all awards granted to him under the Company's Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause.

Termination Other Than for Cause. In the event that the Employee's -------------------------------- Founder’s employment is terminated or modified without the express written consent of the Founder by the Employer during the term hereof for reasons other than Cause as defined in a Termination Other Than for CauseSection 5.2(a) or the Founder terminates this Agreement in accordance with Section 5.2(c) or Section 5.2(d), the Employee shall be paid as severance compensation his Base Salary, at Employer shall: (i) pay to the rate payable at the time of such termination, for one (1) year from Founder all amounts accrued through the date of termination. Provided, howeverany unreimbursed expenses incurred pursuant to Section 2.6 of this Agreement, that if any accrued but unused vacation days calculated at the Employee obtains Founder’s salary rate in effect on the termination date, and any other employment during such period, the Employee shall promptly give notice thereof benefits specifically provided to the Company and the severance compensation payable Founder under any benefit plan; (ii) pay to the Employee during such period will be reduced by Founder an amount equal to three times the sum of (x) Founder’s salary under the provisions of Sections 2.1(a) and (b) at the rate in effect on the termination date plus (y) three times the amount of compensation any bonus the Founder received under Section 2.1 for the year immediately preceding the termination; (iii) waive and automatically terminate all forfeiture restrictions governing stock or options held by the Founder, which thereupon shall be fully vested and held free from forfeiture by the Founder; and (iv) maintain in full force and effect, for the continued benefit of the Founder for the number of years (including partial years) remaining in the term of employment hereunder, coverage under the Employer's group health insurance plan; provided that the Employee Founder's continued participation is receiving from possible under the general terms and provisions of such other employment. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company may, in the Company's sole discretion, by delivery of a notice to the Employee within thirty (30) days following a Termination Other Than for Cause, elect to remit to the Employee a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company and shall be based on the prime rate, as reported by ▇▇ ▇▇▇▇▇▇ on the date of delivery of the election notice. If the Company elects to remit a lump sum severance payment, the Company shall make such payment to the Employee within thirty (30) days following the date on which the Company notifies the Employee of its electionplan. In the event that the Employee participation of the Founder and his family in the Employer's group health plan is not barred, the Employer shall reimburse the Founder the same percentage of the cost that would have been covered by the Employer under its then existing plan for the Founder's cost of obtaining coverage with benefits substantially similar to those to which the Founder would otherwise have been entitled to fully exercise all awards granted receive. Notwithstanding the foregoing, in the event that the aggregate amount of payments made to him the Founder under this Agreement on account of any termination occurring as a result of a change in control of the Employer would exceed the amount permitted as a deduction to the Employer under the Company's Incentive Stock Planprovisions of Section 280G of the Internal Revenue Code of 1986, as amended, and any Treasury Regulations thereunder, and the Incentive Stock Plan does not otherwise provide for acceleration imposition of exerciseability upon an excise tax payable by Founder as provided under Section 4999 of the occurrence Internal Revenue Code of a Termination Other Than for Cause described herein1986, as amended, and any Treasury Regulations thereunder, such awards payments shall become immediately exercisable upon be reduced by the amount required to avoid such loss of deduction and imposition of excise tax. No payments shall be made to Founder prior to determining whether such reduction is required, which determination shall be made and all amounts due paid by Employer within a Termination Other Than for Causereasonable time, not to exceed ten (10) days, after termination.

Termination Other Than for Cause. In the event the Employee's -------------------------------- Executive’s employment is terminated in a Termination Other Than for Cause, the Employee Executive shall be paid as severance compensation his Base Salary, at the rate payable at the time of such termination, for through the remaining period of the Contract Term or the one (1) year from period commencing on the effective date of termination. Provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof termination (whichever period is shorter) plus (i) any accrued and unpaid Bonus due Executive under paragraph 4.3 of this Agreement and (ii) an amount equal to the Company Targeted Bonuses due (based on the Base Salary then in effect) for the year in which such termination of employment as though all requisite targets were fully and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employmentcompletely achieved. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company may, in the Company's ’s sole discretion, by delivery of a notice to the Employee Executive within thirty (30) 30 days following a Termination Other Than for Cause, elect to remit to the Employee Executive a lump sum severance payment by bank cashier's ’s check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee Executive pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company and shall be based on a discount rate equal to the prime rate, as reported by ▇▇ ▇▇▇▇▇▇ in The Wall Street Journal, on the date of delivery of the election notice. If the Company elects to remit a lump sum severance payment, the Company shall make such payment to the Employee Executive within thirty (30) 30 days following the date on which the Company notifies the Employee Executive of its election. In the event that the Employee Executive is not otherwise entitled to fully exercise all awards granted to him under the Company's ’s Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause.

Termination Other Than for Cause. In If, during the event the Employee's -------------------------------- employment is terminated in a Termination Other Than for CauseCOC Employment Period, the Employee Corporation shall be paid terminate the Executive's employment other than for Cause or the Executive shall terminate his employment following a Change of Control for Good Reason (termination in any such case referred to as severance compensation his Base Salary, at "Termination") and subject to the rate payable at Executive entering into and not revoking a release (unless the time of Corporation determines not to request such termination, for one release) substantially in the form set forth as Exhibit B hereto: (1) the Corporation shall pay the Executive in a lump sum in cash within 30 days after the Date of Termination the sum of (a) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (b) to the extent that Annual Bonus has not been paid to the Executive in respect of the fiscal year in which the Date of Termination occurs, the product of (x) the Executive's target annual bonus in effect under the ACP as of the Date of Termination (which, for purposes of Section 3(J) and notwithstanding any reduction following the Change of Control Date, shall not be less than the Executive's target annual bonus as of immediately prior to the Change of Control Date) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, and (c) 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 theretofore paid (the sum of the amounts described in clauses (a), (b), and (c) shall be hereinafter referred to as the "Accrued Obligations"); and (2) The Corporation shall pay the Executive in a lump sum in cash within 30 days after the Date of Termination an amount equal to the Executive's Severance Compensation for the period from the Date of Termination until the earlier of (x) the third anniversary of the Date of Termination and (y) the date upon which the Executive attains the age of termination. Providedsixty-five (65) years (the "Termination Period"); provided, however, that such amount would be reduced by any other amounts payable to the Executive in respect of salary or bonus continuation to be received by the Executive under any severance plan, policy or arrangement of the Corporation; and (3) During the Termination Period, or such longer period as any plan, program, practice or policy may provide, the Corporation shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(D) above if the Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Corporation and its Affiliated Companies as in effect and applicable generally to other senior executives of the Corporation and its Affiliated Companies and their families during the 90-day period immediately preceding the Date of Termination or, if more favorable to the Executive, as in effect at any time thereafter or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other senior executives of the Corporation and its Affiliated Companies and their families or, if more favorable to the Executive, as in effect immediately prior to the Change of Control, if applicable, provided, however, that if the Employee obtains Executive becomes reemployed with another employer and is eligible to receive medical or other employment 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 periodapplicable period of eligibility. For purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Employee Executive shall promptly give notice thereof be considered to have remained employed until the Company and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employment. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company may, in the Company's sole discretion, by delivery of a notice to the Employee within thirty (30) days following a Termination Other Than for Cause, elect to remit to the Employee a lump sum severance payment by bank cashier's check equal to the present value end of the flow of cash payments that would otherwise be paid Termination Period and to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company and shall be based on the prime rate, as reported by ▇▇ ▇▇▇▇▇▇ have retired on the date of delivery the end of the election noticeTermination Period. If Notwithstanding the Company elects foregoing, and for purposes of clarity, solely with respect to remit a lump sum severance paymentAppendix A of the Corporation's Supplemental Benefits Plan, if the Date of Termination is on or prior to December 31, 2009, the Company Executive shall make be considered to have remained employed until the earlier of December 31, 2009 or the end of the Termination Period (such date, the "SERP Retirement Date") and to have retired on the SERP Retirement Date. To the extent that any benefits referred to in this Section 5(A)(3) shall not be pay- able or provided under any such plan by reason of the Executive's no longer being an employee of the Corporation as the result of Termination, the Corporation shall itself pay, or provide for payment of, such benefits and the service credit for benefits provided for in Section 5(A)(4) below, to the Employee within thirty Executive, this dependents and Beneficiary; and (304) days following The period from the date Date of Termination until the end of the Termination Period shall be considered: (a) Service with the Corporation for the purpose of continued credits under the employee benefit plans referred to in Section 3(D) above and all other benefit plans of the Corporation applicable to the Executive or his Beneficiary as in effect immediately prior to Termination but prior to any reduction of benefits thereunder as the result of amendment or termination during the COC Employment Period; provided, that, solely with respect to Appendix A of the Corporation's Supplemental Benefits Plan, if the Date of Termination is earlier than December 31, 2009, the Executive shall be considered to have remained employed until the SERP Retirement Date and to have retired on the SERP Retirement Date, and (b) Employment with the Corporation for purposes of determining payments and other rights in respect of awards made or accrued and award opportunities granted prior to Termination under the executive incentive plans referred to in Section 3(C) above and all other incentive plans of the Corporation in which the Company notifies Executive was a participant prior to Termination; and (5) In addition to the Employee severance and other benefits described in Sections 5(a)(1) through 5(a)(4) above, to the extent not theretofore paid or provided, the Corporation shall timely pay or provide to the Executive and/or the Executive's dependents and/or heirs any other amounts or benefits required to be paid or provided to such individuals under any plan, program, policy or practice or contract or agreement of the Corporation and its election. In Affiliated Companies as in effect and applicable generally to other senior executives of the event Corporation and its Affiliated Companies and their families during the 90-day period immediately preceding the Date of Termination or, if more favorable to the Executive, as in effect generally thereafter with respect to other senior executives of the Corporation and its Affiliated Companies and their families (such other amounts and benefits shall be referred to below as the "Other Benefits"); and (6) During the Termination Period, the Corporation shall continue to provide to the Executive the financial, estate and tax planning services that were provided to the Employee is not otherwise entitled Executive during the 90-day period immediately prior to fully exercise all awards granted the Change of Control or, if more favorable to him under the Company's Incentive Stock PlanExecutive, as in effect generally at any time thereafter with respect to other senior executives of the Corporation and its Affiliated Companies; and (7) The Corporation shall pay on behalf of Executive the Incentive Stock Plan does not otherwise provide fee of an independent outplacement firm selected by the Executive for acceleration outplacement services in an amount equal to the actual fee for such service up to a total of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause$35,000.

Termination Other Than for Cause. In the event the Employee's -------------------------------- employment is terminated Notwithstanding anything else in this Agreement, Corporation may effect a Termination Other Than for For Cause at any time upon giving written notice to Employee of such termination and Employee may effect a Termination Other Than For Cause by giving notice to Company in accordance with Section 2.1.2(B). Upon any Termination Other Than For Cause, the (a) Employee shall promptly be paid as severance all accrued salary, bonus compensation to the extent earned, vested deferred compensation (other than pension plan, profit sharing plan and stock option plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Corporation in which Employee is a participant to the full extent of Employee’s rights under such plans (other than pension plan, profit sharing plan and stock option plan benefits which will be paid in accordance with the applicable plan), accrued vacation pay and any appropriate business expenses incurred by Employee in connection with his Base Salaryduties hereunder, at the rate payable at the time of such termination, for one (1) year from all to the date of termination. Provided, however(b) as long as Employee complies with the provisions of Sections 5 through 8 as severance compensation, that if two separate lump sum payments for which the Employee obtains other employment during such periodaggregate amount shall be equal to [SEVERANCE PERIOD] months (the “Severance Period”) of salary (the “Total Severance Amount”) which shall be payable in the amounts and at the times set forth as follows: (x) the first lump sum payment shall equal a portion of the Total Severance Amount calculated by multiplying the Total Severance Amount by a fraction, the Employee shall promptly give notice thereof to numerator of which is the Company number of days elapsed from the termination date until and including December 31 of the severance compensation payable to calendar year in which the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employment. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company may, in the Company's sole discretion, by delivery of a notice to the Employee within thirty (30) days following a Termination Other Than for Cause, elect to remit to For Cause occurs and the Employee a lump sum severance payment by bank cashier's check equal to denominator of which is the present value number of days in the flow of cash payments that would otherwise Severance Period and shall be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as on or within two business days of the date of delivery termination and (y) the second lump sum payment shall equal the remaining portion of the notice of election by Total Severance Amount not paid in the Company first lump sum payment and shall be based paid in the next following calendar year on or before January 5 of such calendar year, and (c) as long as Employee complies with the provisions of Sections 5 through 8, medical benefits continuation for the Severance Period under then current Corporation plans, provided that the medical benefits provided to Employee during the Severance Period shall be on the prime rate, same basis as reported by ▇▇ ▇▇▇▇▇▇ on the date of delivery those provided to then active employees of the election notice. If the Company elects to remit a lump sum severance paymentCorporation, the Company shall make such payment to the Employee within thirty (30) days following the date on which the Company notifies the Employee of its election. In the event except that the Employee will not be required to contribute any portion of the applicable premium rate. [Employee acknowledges, understands and agrees that notwithstanding the schedule of severance payments set forth in this Section 2.4, Employee shall be subject to the post-termination restrictive covenants set forth in Sections 5 and 9 of this Agreement during the Severance Period.]* Notwithstanding the foregoing, if Employee breaches any provision of Sections 5 through 8, then (i) Employee shall promptly pay to the Corporation an amount equal to the Total Severance Amount multiplied by a fraction, the numerator of which is not otherwise entitled to fully exercise all awards granted to him under the Company's Incentive Stock Plan, number of days from the first breach of any such provision through the last day of the Severance Period and the Incentive Stock Plan does not otherwise provide for acceleration denominator of exerciseability upon which is the occurrence number of a Termination Other Than for Cause described hereindays in the Severance Period and (ii) the Corporation shall immediately cease the continuation of medical benefits provided under Section 2.4(c), such awards shall become immediately exercisable upon a Termination Other Than for Causeabove.”

Termination Other Than for Cause. In the event the EmployeeExecutive's -------------------------------- employment is terminated in a Termination Other Than for Cause, the Employee Executive shall be paid as severance compensation his Base Salary, at the rate payable at the time of such termination, for through the remaining period of the Contract Term or the one (1) year from period commencing on the effective date of termination. Provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof termination (whichever period is shorter) plus (i) any accrued and unpaid Bonus due Executive under paragraph 4.3 of this Agreement and (ii) an amount equal to the Company Targeted Bonuses due (based on the Base Salary then in effect) for the year in which such termination of employment as though all requisite targets were fully and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employmentcompletely achieved. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company may, in the Company's sole discretion, by delivery of a notice to the Employee Executive within thirty (30) 30 days following a Termination Other Than for Cause, elect to remit to the Employee Executive a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee Executive pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company and shall be based on a discount rate equal to the prime rate, as reported by ▇▇ ▇▇▇▇▇▇ in The Wall Street Journal, on the date of delivery of the election notice. If the Company elects to remit a lump sum severance payment, the Company shall make such payment to the Employee Executive within thirty (30) 30 days following the date on which the Company notifies the Employee Executive of its election. In the event that the Employee Executive is not otherwise entitled to fully exercise all awards granted to him under the Company's Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause.

Termination Other Than for Cause. In If, during the event the Employee's -------------------------------- employment is terminated in a Termination Other Than for CauseCOC Employment Period, the Employee Corporation shall be paid terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate his employment for Good Reason (termination in any such case referred to as severance compensation his Base Salary, at "Termination") and subject to the rate payable at Executive entering into and not revoking a release (unless the time of Corporation determines not to request such termination, for one release) substantially in the form set forth as Exhibit B hereto: (1) the Corporation shall pay the Executive in a lump sum in cash within 30 days after the Date of Termination the sum of (a) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (b) to the extent that an Annual Bonus has not been paid to the Executive in respect of the fiscal year in which the Date of Termination occurs, the product of (x) the Executive's target annual bonus in effect under the ACP as of the Date of Termination (which, for purposes of Section 3(J) and notwithstanding any reduction following the Change of Control Date, shall not be less than the Executive's target annual bonus as of immediately prior to the Change of Control Date) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, and (c) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), the Supplemental Retirement Benefit and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (a), (b), and (c) shall be hereinafter referred to as the "Accrued Obligations"); and (2) The Corporation shall pay the Executive in a lump sum in cash within 30 days after the Date of Termination an amount equal to the Executive's Severance Compensation for the period from the Date of Termination until the earlier of (x) the third anniversary of the Date of Termination and (y) the date upon which the Executive attains the age of termination. Providedsixty-five (65) years (the "Termination Period"); provided, however, that such amount would be reduced (but not below zero) by any other amounts payable to the Executive in respect of salary or bonus continuation to be received by the Executive under any severance plan, policy or arrangement of the Corporation; and (3) During the Termination Period, or such longer period as any plan, program, practice or policy may provide, the Corporation shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(D) above if the Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Corporation and its Affiliated Companies as in effect and applicable generally to other senior executives of the Corporation and its Affiliated Companies and their families during the 90-day period immediately preceding the Date of Termination or, if more favorable to the Executive, as in effect at any time thereafter or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other senior executives of the Corporation and its Affiliated Companies and their families or, if more favorable to the Executive, as in effect immediately prior to the Change of Control, if applicable, provided, however, that if the Employee obtains Executive becomes reemployed with another employer and is eligible to receive medical or other employment 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 periodapplicable period of eligibility. For purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Employee Executive shall promptly give notice thereof be considered to have remained employed until the Company and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employment. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company may, in the Company's sole discretion, by delivery of a notice to the Employee within thirty (30) days following a Termination Other Than for Cause, elect to remit to the Employee a lump sum severance payment by bank cashier's check equal to the present value end of the flow of cash payments that would otherwise be paid Termination Period and to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company and shall be based on the prime rate, as reported by ▇▇ ▇▇▇▇▇▇ have retired on the date of delivery the end of the election noticeTermination Period. If To the Company elects extent that any benefits referred to remit a lump sum severance paymentin this Section 5(A)(3) shall not be payable or provided under any such plan by reason of the Executive's no longer being an employee of the Corporation as the result of Termination, the Company Corporation shall make itself pay, or provide for payment of, such payment benefits and the service credit for benefits provided for in Section 5(A)(4) below, to the Employee within thirty Executive, his dependents and Beneficiary; and (304) days following The period from the date on Date of Termination until the end of the Termination Period shall be considered: (a) Service with the Corporation for the purpose of continued credits under the employee benefit plans referred to in Section 3(D) above (including the Supplemental Retirement Benefit) and all other benefit plans of the Corporation applicable to the Executive or his Beneficiary as in effect immediately prior to Termination but prior to any reduction of benefits thereunder as the result of amendment or termination during the COC Employment Period; and (b) Employment with the Corporation for purposes of determining payments and other rights in respect of awards made or accrued and award opportunities granted prior to Termination under the executive incentive plans referred to in Section 3(C) above and all other incentive plans of the Corporation in which the Company notifies Executive was a participant prior to Termination; and (5) In addition to the Employee severance and other benefits described in Sections 5(a)(1) through 5(a)(4) above, to the extent not theretofore paid or provided, the Corporation shall timely pay or provide to the Executive and/or the Executive's dependents and/or heirs any other amounts or benefits required to be paid or provided to such individuals under any plan, program, policy or practice or contract or agreement of the Corporation and its election. In Affiliated Companies as in effect and applicable generally to other senior executives of the event Corporation and its Affiliated Companies and their families during the 90-day period immediately preceding the Date of Termination or, if more favorable to the Executive, as in effect generally thereafter with respect to other senior executives of the Corporation and its Affiliated Companies and their families (such other amounts and benefits shall be referred to below as the "Other Benefits"); and (6) During the Termination Period, the Corporation shall continue to provide to the Executive the financial, estate and tax planning services that were provided to the Employee is not otherwise entitled Executive during the 90-day period immediately prior to fully exercise all awards granted the Change of Control Date or, if more favorable to him under the Company's Incentive Stock PlanExecutive, as in effect generally at any time thereafter with respect to other senior executives of the Corporation and its Affiliated Companies; and (7) The Corporation shall pay on behalf of Executive the Incentive Stock Plan does not otherwise provide fee of an independent outplacement firm selected by the Executive for acceleration outplacement services in an amount equal to the actual fee for such service up to a total of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause$35,000.

Termination Other Than for Cause. In Section 7.01. The Employee recognizes that the event Company, acting through its ------------ Board of Directors, has the Employee's -------------------------------- legal right to remove him as an officer, either by termination of his employment is terminated or re assignment to another position, if the best interests of the Company will be so served. Should such a removal occur for any reason not constituting a termination for cause under the next preceding Section above and not in a Termination Other Than for Causeconnection with death or disability under Paragraph 12, the Employee shall be paid entitled to continue in another position of comparable executive status or as severance compensation his Base Salary, at the rate payable at the time of such termination, for one (1) year from the date of termination. Provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof to the Company and the severance compensation payable to the Employee during such period will be reduced a consultant as designated by the amount Board of compensation that Directors or appropriate committee thereof for the Employee is receiving from such other employment. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company may, in the Company's sole discretion, by delivery of a notice to the Employee within thirty (30) days following a Termination Other Than for Cause, elect to remit to the Employee a lump sum severance payment by bank cashier's check equal to the present value unexpired portion of the flow term of cash payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company and shall be based on the prime rate, as reported by ▇▇ ▇▇▇▇▇▇ on the date of delivery of the election notice. If the Company elects to remit a lump sum severance payment, the Company shall make such payment to the Employee within thirty (30) days following the date on which the Company notifies the Employee of its electionAgreement or any renewal or extension hereof. In the event that the Company does not designate an alternative position as previously indicated, it shall pay to the Employee is as liquidated damages, in full satisfaction of its obligation hereunder (exclusive of any vested rights that may accrue to the Employee under any profit-sharing, pension or insurance plan that may now or hereafter be in effect), an amount equal to the balance of the salary that would otherwise have been paid to the Employee under Section 3.01 during the unexpired portion of the term hereof, but not otherwise entitled to fully exercise all awards granted to him under in any event less than twelve (12) months' basic salary. Such amount may be paid at the Company's Incentive Stock Planelection in equal consecutive monthly installments over a period no longer than the remaining term of this contract. Section 7.02. In the event of the Employee's death while in the employ of ------------ the Company, and the Incentive Stock Plan does not otherwise provide for acceleration Company shall pay to Employee's designated beneficiaries, or if no such designation, then to his spouse or to his estate, if his spouse has predeceased him, the following: An amount equal to six (6) months' compensation based on an average of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, twelve (12) months' compensation preceding such awards shall become immediately exercisable upon a Termination Other Than for Causedeath.

Termination Other Than for Cause. In Section 7.01. The Employee recognizes that the event Company, acting through its ------------ Board of Directors, has the Employee's -------------------------------- legal right to remove him as an officer, either by termination of his employment is terminated or reassignment to another position, if the best interests of the Company will be so served. Should such a removal occur for any reason not constituting a termination for cause under the next preceding Section above and not in a Termination Other Than for Causeconnection with death or disability under Paragraph 12, the Employee shall be paid entitled to continue in another position of comparable executive status or as severance compensation his Base Salary, at the rate payable at the time of such termination, for one (1) year from the date of termination. Provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof to the Company and the severance compensation payable to the Employee during such period will be reduced a consultant as designated by the amount Board of compensation that Directors or appropriate committee thereof for the Employee is receiving from such other employment. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company may, in the Company's sole discretion, by delivery of a notice to the Employee within thirty (30) days following a Termination Other Than for Cause, elect to remit to the Employee a lump sum severance payment by bank cashier's check equal to the present value unexpired portion of the flow term of cash payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company and shall be based on the prime rate, as reported by ▇▇ ▇▇▇▇▇▇ on the date of delivery of the election notice. If the Company elects to remit a lump sum severance payment, the Company shall make such payment to the Employee within thirty (30) days following the date on which the Company notifies the Employee of its electionAgreement or any renewal or extension hereof. In the event that the Company does not designate an alternative position as previously indicated, it shall pay to the Employee is as liquidated damages, in full satisfaction of its obligation hereunder (exclusive of any vested rights that may accrue to the Employee under any profit-sharing, pension or insurance plan that may now or hereafter be in effect), an amount equal to the balance of the salary that would otherwise have been paid to the Employee under Section 3.01 during the unexpired portion of the term hereof, but not otherwise entitled to fully exercise all awards granted to him under in any event less than twelve (12) months' basic salary. Such amount may be paid at the Company's Incentive Stock Planelection in equal consecutive monthly installments over a period no longer than the remaining term of this contract. Section 7.02. In the event of the Employee's death while in the employ of ------------ the Company, and the Incentive Stock Plan does not otherwise provide for acceleration Company shall pay to Employee's designated beneficiaries, or if no such designation, then to his spouse or to his estate, if his spouse has predeceased him, the following: An amount equal to six (6) months' compensation based on an average of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, twelve (12) months' compensation preceding such awards shall become immediately exercisable upon a Termination Other Than for Causedeath.

Termination Other Than for Cause. In the event the EmployeeExecutive's -------------------------------- employment is terminated in a Termination Other Than for Cause, the Employee Executive shall be paid as severance compensation his Base Salary, at the rate payable at the time of such termination, for through the remaining period of the Contract Term or the one year period commencing on the effective date 104 of such termination (1whichever period is shorter) year from the date plus (i) any accrued and unpaid Bonus due Executive under paragraph 4.3 of termination. Provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof this Agreement and (ii) an amount equal to the Company Targeted Bonuses due (based on the Base Salary then in effect) for the year in which such termination of employment as though all requisite targets were fully and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employmentcompletely achieved. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company may, in the Company's sole discretion, by delivery of a notice to the Employee Executive within thirty (30) 30 days following a Termination Other Than for Cause, elect to remit to the Employee Executive a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee Executive pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company and shall be based on a discount rate equal to the prime rate, as reported by ▇▇ ▇▇▇▇▇▇ in The Wall Street Journal, on the date of delivery of the election notice. If the Company elects to remit a lump sum severance payment, the Company shall make such payment to the Employee Executive within thirty (30) 30 days following the date on which the Company notifies the Employee Executive of its election. In the event that the Employee Executive is not otherwise entitled to fully exercise all awards granted to him under the Company's Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause.

Termination Other Than for Cause. In the event the Employee's -------------------------------- employment is terminated in a Termination Other Than for Cause, the Employee shall be paid as severance compensation his her Base Salary, at the rate payable at the time of such termination, through the remainder of the Employment Term and for an additional one (1) year from period thereafter, on the date of termination. Provideddates specified in subsection 4.1; provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof to the Company and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employment. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company Employee may, in the CompanyEmployee's sole discretion, by delivery of a notice to the Employee Company within thirty (30) days following a Termination Other Than for Cause, elect to remit to receive from the Employee Company a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company Employee and shall be based on a discount rate equal to the prime rateinterest rate on 90-day United States Treasury bills, as reported by ▇▇ ▇▇▇▇▇▇ in the Wall Street Journal, or similar publication, on the date of delivery of the election notice. If the Company Employee elects to remit receive a lump sum severance payment, the Company shall make such payment to the Employee within thirty ten (3010) days following the date on which the Company Employee notifies the Employee Company of its the Employee's election. In addition to the event that severance payment payable under this subsection 6.2, the Employee is not otherwise shall be paid an amount equal to the average annual bonus earned by Employee in the two (2) years immediately preceding the date of termination and, notwithstanding any provision to the contrary under the Company's Incentive Stock Plan or any agreements with the Employee thereunder, the Employee shall be entitled to fully exercise all an accelerated vesting of any awards granted to him the Employee under the Company's Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause.

Termination Other Than for Cause. In the event the Employee's -------------------------------- employment is terminated in a Termination Other Than for Cause, the Employee shall be paid as severance compensation his Base Salary, at the rate payable at the time of such termination, for one (1) year from through the twelve-month period commencing on the effective date of such termination. Provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof to the Company and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employment. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company may, in the Company's sole discretion, by delivery of a notice to the Employee within thirty (30) days following a Termination Other Than for Cause, elect to remit to the Employee a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company and shall be based on the prime ratea discount rate equal to LIBOR plus 2.25%, as reported by ▇▇ ▇▇▇▇▇▇ in The Wall Street Journal, or similar publication, on the date of delivery of the election notice. If the Company elects to remit a lump sum severance payment, the Company shall make such payment to the Employee within thirty (30) days following the date on which the Company notifies the Employee of its election. In the event that the Employee is not otherwise entitled to fully exercise all awards granted to him under the Company's Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause.

Termination Other Than for Cause. In the event the Employee's -------------------------------- employment is terminated in a Termination Other Than for Cause, the Employee shall be paid as severance compensation his Base Salary, at the rate payable at the time of such termination, for one two (12) year years from the date of termination. Provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof to the Company and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employment. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company may, in the Company's sole discretion, by delivery of a notice to the Employee within thirty (30) days following a Termination Other Than for Cause, elect to remit to the Employee a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company and shall be based on the prime rate, as reported by ▇▇ ▇▇▇▇▇▇ on the date of delivery of the election notice. If the Company elects to remit a lump sum severance payment, the Company shall make such payment to the Employee within thirty (30) days following the date on which the Company notifies the Employee of its election. In the event that the Employee is not otherwise entitled to fully exercise all awards granted to him under the Company's Incentive Stock PlanPlan (or other stock plan approved by the Company's Board of Directors and/or shareholders), and the Incentive Stock Plan (or other stock plan approved by the Company's Board of Directors and/or shareholders) does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause.

Termination Other Than for Cause. In During the event Employment Period, if the Employee's -------------------------------- Corporation shall terminate the Executive’s employment is terminated (other than in the case of a termination for Cause) or the Executive’s employment shall terminate by reason of death or Disability (termination in any such case referred to as “Termination”): (i) the Corporation shall pay to the Executive in a lump sum in cash the sum of (1) the Executive’s Annual Base Salary through the Date of Termination Other Than for Causeto the extent not theretofore paid and (2) any accrued vacation pay, to the extent not theretofore paid. To the extent not theretofore paid, the Employee sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the “Accrued Obligations.” The amounts specified in this Section 5(a)(i) shall be paid within 30 days after the Date of Termination; and (ii) in the event of Termination other than by reason of the Executive’s death or Disability, then beginning on the biweekly payment date next following the Termination and on each biweekly payment date thereafter until the end of the Employment Period (the period from such Date of Termination until the end of the Employment Period herein called the “Severance Period”), the Corporation shall pay to the Executive an amount equal to the biweekly installment of the Executive’s Annual Base Salary in effect as severance compensation his Base Salary, at the rate payable at the time of such terminationDate of Termination; and (iii) in the event of Termination other than by reason of the Executive’s death or Disability, the Corporation shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination a bonus in an amount equal to two times the Maximum Semi-Annual Cash Bonus for one the current six-month period in which the event of Termination occurred, whether or not earned; (1or, with respect to any employment termination that occurs during the calendar year 2012, an amount equal to 100% of the maximum annual cash bonus for such year, whether or not earned, as determined under the Section 3(b) year from of this Agreement); and (iv) in the date event of termination. ProvidedTermination other than by reason of the Executive’s death or Disability, then, during the Severance Period, the Corporation shall continue medical and dental benefits on a monthly basis to the Executive and/or the Executive’s family at least equal to those which would have been provided if the Executive’s employment had not been terminated, such benefits to be in accordance with the most favorable plans, practices, programs or policies (the “M&W Plans”) of the Corporation as in effect and applicable generally to other executives of the Corporation and their families during the 90-day period immediately preceding the Date of Termination or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other executives of the Corporation (but on a prospective basis only unless, and then only to the extent, such more favorable M&W Plans are by their terms retroactive), provided, however, that if the Employee obtains other employment during such periodExecutive becomes re-employed with another employer and is eligible to receive medical or dental benefits under another employer-provided plan, the Employee benefits under the M&W Plans shall promptly give notice thereof to the Company and the severance compensation payable to the Employee during such period will be reduced by as provided in Section 6 of this Agreement. For purposes of determining eligibility of the Executive for benefits under the M&W Plans, the Executive shall be considered to have remained employed until the end of the Severance Period. The parties intend that continued coverage under the M&W Plans shall not constitute a ‘deferral of compensation’ under Treas. Reg. Section 1.409A-1(b) during the period the Executive would be entitled to continuation coverage under Section 4980B (COBRA) (typically 18 months) or during any period in which such continued coverage qualifies as a ‘limited payment’ of an ‘in kind’ benefit under Treas. Reg. Section 1.409A-1(b)(9)(v)(C) and (D). Any portion of the continued coverage under the M&W Plans that is subject to Section 409A of the Code is intended to qualify as a ‘reimbursement or in-kind benefit plan’ under Treas. Reg. Section 1.409A-3(i)(1)(iv). If the Corporation reimburses the Executive for the amount of compensation any benefit under this subsection (iv), such reimbursement shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. In no event shall the amount that the Employee is receiving from Corporation pays for any such benefit in any one year affect the amount that it will pay in any other employment. Notwithstanding any provision year, and in no event shall the benefits described in this subsection 6.2 paragraph be subject to liquidation or exchange. (v) Notwithstanding the payment schedules contained elsewhere in this Section 5, to the contraryextent necessary to comply with the requirements of Section 409A of the Code, if the Executive is a ‘specified employee’ (as defined below) at the time of his termination of employment, the Company maypayments under Section 5(a)(ii) shall not be made before the date which is six (6) months and one (1) day after the date of the Executive’s termination of employment (or, if earlier, the date of his death). For purposes of the preceding sentence, a ‘specified employee’ shall have the meaning set forth in Section 1.409A-1(i) of the Company's sole discretionFinal Regulations under Section 409A of the Code. As provided by Section 409A of the Code and the regulations thereunder, by delivery however, no delay shall apply to payments under Section 5(a)(ii) of a notice the Employment Agreement to the Employee extent the aggregate amount of such payments does not exceed the lesser of: two (2) times the Executive’s annualized compensation based upon their annual rate of pay for services provided to the Corporation for the calendar year preceding the Corporation’s taxable year in which the Executive has a ‘separation from service’ (as such term is used in Section 409A of the Code) or two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which the Executive has a separation from service (the ‘Designated Compensation Amount’). Any (1) amounts otherwise payable under the terms of Section 5(a)(ii) during the six (6) month period beginning on the date of the Executive’s termination of employment that are in excess of the Designated Compensation Amount and (2) other payments under this Section 5 that are delayed as provided for in this Section 5(c) will be paid in full within thirty (30) days following a Termination Other Than for Causeafter the end of such six (6) month period, elect to remit to with the Employee a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash remaining payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company and shall be based made on the prime rate, as reported by ▇▇ ▇▇▇▇▇▇ on schedule provided in the date applicable subsection of delivery of the election notice. If the Company elects to remit a lump sum severance payment, the Company shall make such payment to the Employee within thirty (30) days following the date on which the Company notifies the Employee of its election. In the event that the Employee is not otherwise entitled to fully exercise all awards granted to him under the Company's Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Causethis Section 5.

Termination Other Than for Cause. In Section 7.01. The Employee recognizes that the event Company, acting ------------ through its Board of Directors, has the Employee's -------------------------------- legal right to remove him as an officer, either by termination of his employment is terminated or reassignment to another position, if the best interests of the Company will be so served. Should such a removal occur for any reason not constituting a termination for cause under the next preceding Section above and not in a Termination Other Than for Causeconnection with death or disability under Paragraph 12, the Employee shall be paid entitled to continue in another position of comparable executive status or as severance compensation his Base Salary, at the rate payable at the time of such termination, for one (1) year from the date of termination. Provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof to the Company and the severance compensation payable to the Employee during such period will be reduced a consultant as designated by the amount Board of compensation that Directors or appropriate committee thereof for the Employee is receiving from such other employment. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company may, in the Company's sole discretion, by delivery of a notice to the Employee within thirty (30) days following a Termination Other Than for Cause, elect to remit to the Employee a lump sum severance payment by bank cashier's check equal to the present value unexpired portion of the flow term of cash payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company and shall be based on the prime rate, as reported by ▇▇ ▇▇▇▇▇▇ on the date of delivery of the election notice. If the Company elects to remit a lump sum severance payment, the Company shall make such payment to the Employee within thirty (30) days following the date on which the Company notifies the Employee of its electionAgreement or any renewal or extension hereof. In the event that the Company does not designate an alternative position as previously indicated, it shall pay to the Employee is as liquidated damages, in full satisfaction of its obligation hereunder (exclusive of any vested rights that may accrue to the Employee under any profit-sharing, pension or insurance plan that may now or hereafter be in effect), an amount equal to the balance of the salary that would otherwise have been paid to the Employee under Section 3.01 during the unexpired portion of the term hereof, but in any event not otherwise entitled to fully exercise all awards granted to him under less than twelve (12) months' basic salary. Such amount may be paid at the Company's Incentive Stock Planelection in equal consecutive monthly installments over a period no longer than the remaining term of this contract. Section 7.02. In the event of the Employee's death while in the ------------ employ of the Company, and the Incentive Stock Plan does not otherwise provide for acceleration Company shall pay to Employee's designated beneficiaries, or if no such designation, then to his spouse or to his estate, if his spouse has predeceased him, the following: An amount equal to six (6) months' compensation based on an average of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, twelve (12) months' compensation preceding such awards shall become immediately exercisable upon a Termination Other Than for Causedeath.

Termination Other Than for Cause. In If at anytime during the event Employment Term, the Employee's -------------------------------- employment is terminated in a Company desires to terminate the Agreement other than For Cause ("Termination Other Than For Cause") then the Executive shall be entitled to receive the greater of (i) his Base Salary plus the Severance Bonus Amount, as defined herein, for Cause, the Employee remainder of the Employment Term and (ii) three times the sum of the Base Salary and the Severance Bonus Amount. The Severance Bonus Amount shall mean one hundred and fifteen percent (115%) of the Bonus paid to the Executive for the full fiscal year immediately prior to termination. The entire severance amount owed to the Executive shall be paid during the one-year period following the termination of the Agreement at the same intervals as severance compensation his the Base SalarySalary had been paid prior to such date. In addition, all unvested options shall immediately vest and, at the rate payable Executive's option, the Company shall pay to the Executive the difference between the exercise price of all of his options tendered to the Company in accordance with this section and the closing price as reported by the Nasdaq Small Cap Market, or whatever exchange or national market the Company's common stock is traded on at such time, on the time greater of (x) the date of termination of the Executive's employment, and (y) the Tender Date, as defined herein. Such payment shall be made only to the extent such terminationclosing price is greater than the exercise price of the options so tendered. The Executive shall have ninety (90) days from the date of termination of employment to make an election by giving notice of tender of the options to the Company (the "Tender Notice"). The Tender Notice shall state (A) the number of options being tendered, and (B) the price to be used for calculating the payment, which shall either be the closing price on the termination of employment date or the date of the Tender Notice (the "Tender Date"). The Company shall make the necessary payment within five (5) business days of the Tender Date. The options with which the Executive has tendered shall thereafter be cancelled. The Company is obligated to maintain all other benefits under the Employment Term for any period remaining under the Employment Term or for a period of one (1) year from the date of termination, whichever is longer. Provided, however, that if the Employee obtains other employment during such period, the Employee The Executive shall promptly give notice thereof not be required to the Company and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employment. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company may, in the Company's sole discretion, by delivery of a notice to the Employee within thirty (30) days following a Termination Other Than for Cause, elect to remit to the Employee a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company and shall be based on the prime rate, as reported by ▇▇ ▇▇▇▇▇▇ on the date of delivery of the election notice. If the Company elects to remit a lump sum severance payment, the Company shall make such payment to the Employee within thirty (30) days following the date on which the Company notifies the Employee of its election. In the event that the Employee is not otherwise entitled to fully exercise all awards granted to him under the Company's Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Causemitigate.

Termination Other Than for Cause. In the event the Employee's -------------------------------- employment is terminated in a Termination Other Than for Cause, the Employee shall be paid as severance compensation his Base Salary, at the rate payable at the time of such termination, for one (1) year from through the date remainder of termination. Providedthe Employment Term, on the dates specified in subsection 4.1; provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof to the Company and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employment. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company Employee may, in the CompanyEmployee's sole discretion, by delivery of a notice to the Employee Company within thirty (30) days following a Termination Other Than for Cause, elect to remit to receive from the Employee Company a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company Employee and shall be based on a discount rate equal to the prime rateinterest rate on 90-day United States Treasury bills, as reported by ▇▇ ▇▇▇▇▇▇ in the Wall Street Journal, or similar publication, on the date of delivery of the election notice. If the Company Employee elects to remit receive a lump sum severance payment, the Company shall make such payment to the Employee within thirty ten (3010) days following the date on which the Company Employee notifies the Employee Company of its the Employee's election. In the event that the Employee is not otherwise entitled to fully exercise all awards granted to him under the Company's Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause.

Termination Other Than for Cause. In the event the EmployeeExecutive's -------------------------------- employment is terminated in a Termination Other Than for Cause, the Employee Executive shall be paid as severance compensation his Base Salary, at the rate payable at the time of such termination, for through the remaining period of the Contract Term or the one (1) year from period commencing on the effective date of termination. Provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof termination (whichever period is shorter) plus (i) any accrued and unpaid Bonus due Executive under paragraph 4.3 of this Agreement and (ii) an amount equal to the Company Targeted Bonuses due (based on the Base Salary then in effect) for the year in which such termination of employment as though all requisite targets were fully and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employmentcompletely achieved. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company may, in the Company's sole discretion, by delivery of a notice to the Employee Executive within thirty (30) 30 days following a Termination Other Than for Cause, elect to remit to the Employee Executive a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee Executive pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company and shall be based on a discount rate equal to the prime rate, as reported by ▇▇ ▇▇▇▇▇▇ in The Wall Street Journal, on the date of delivery of the election notice. If the Company elects to remit a lump sum severance payment, the Company shall make such payment to the Employee Executive within thirty (30) 30 days following the date on which the Company notifies the Employee Executive of its election. In the event that the Employee Executive is not otherwise entitled to fully exercise all awards granted to him under the Company's Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability exercisability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause.

Termination Other Than for Cause. The Employer may terminate the Executive's employment under this Agreement at any time upon 90 days written notice to the Executive for whatever reason it deems appropriate, or for no reason. In the event such termination by the Employee's -------------------------------- employment Employer occurs and is terminated not due to death as provided in a Termination Other Than Section 4(a) above, disability as provided in Section 4(b) above or for CauseCause as provided in Section 4(c) above, the Employee Employer shall be paid as severance compensation his (i) continue the Executive's Base Salary, at the rate payable in effect at the time of such termination, through the end of the then current term of this Agreement, (ii) pay to the Executive for one the year of termination and for each subsequent calendar year or portion thereof through the end of the then current term of this Agreement an amount (1prorated in the case of any partial year) equal to the average of the bonuses paid to the Executive under the Stakeholders Plan and the CEO supplement for the Stakeholders Plan for the three calendar years immediately preceding the year from the date of termination. Provided, howeversuch payments to be made at the normal times for payment of bonuses under the Stakeholders Plan, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof and (iii) pay to the Company and the severance compensation payable to the Employee during such period will be reduced by Executive the amount of any compensation previously deferred by the Executive, provided that the Employee is receiving from payment of any such other employmentdeferred amount will be made in accordance with the provisions of the plan, program or arrangement of the Employer permitting the deferral. Notwithstanding any provision in this subsection 6.2 All compensation continuation shall be subject to applicable federal and state withholding taxes. Any rights and benefits the contrary, Executive may have under employee benefit plans and programs of the Company may, in the Company's sole discretion, by delivery of a notice to the Employee within thirty (30) days Employer following a Termination Other Than for Cause, elect to remit to the Employee a lump sum severance payment by bank cashier's check equal to the present value termination of the flow of cash payments that would otherwise be paid to Executive's employment by the Employee pursuant to this subsection 6.2. Such present value Employer other than for Cause shall be determined in accordance with the terms of such plans and programs; provided that all stock options and restricted stock awards granted to the Executive and outstanding as of the date of delivery termination (other than those under which vesting is performance-based or is dependent upon the satisfaction of conditions other than continued employment) shall become immediately and fully vested and the notice of election by the Company and Executive shall be based on the prime rate, as reported by ▇▇ ▇▇▇▇▇▇ on have up to three years to exercise all such outstanding options following the date of delivery termination but in no event beyond their specified term. In addition to and notwithstanding the foregoing, in the event of a termination pursuant to this Section 4(d), the Employer shall continue to provide to the Executive either group health, disability and life insurance benefits upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) as those of the election notice. If the Company elects applicable employee benefit plans in effect from time to remit a lump sum severance payment, the Company shall make such payment time as applied to the Employee within thirty Employer's employees generally or the economic equivalent thereof until the first to occur of: (30i) days the Executive's return to employment with the Employer or another employer; (ii) December 31 of the year in which the Executive attains age 65; (iii) the Executive's death, (iv) the end of the term remaining under this Agreement at the time the Executive's employment is terminated; or (v) December 31 of the second calendar year following the date on year in which the Company notifies the Employee of its electionExecutive's employment is terminated. In the event that a termination by the Employee Employer of the Executive's employment under this Agreement occurs within 24 months following a Change in Control (as defined in Section 5(c)) and is not otherwise entitled due to fully exercise all awards granted to him under the Company's Incentive Stock Plandeath as provided in Section 4(a) above, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than disability as provided in Section 4(b) above, or for Cause described hereinas provided in Section 4(c) above, such awards then the Executive's rights to compensation shall become immediately exercisable upon a Termination Other Than for Causebe governed by Section 5 and not this Section 4(d).

Termination Other Than for Cause. In the event the -------------------------------- Employee's -------------------------------- employment is terminated in a Termination Other Than for Cause, the Employee shall be paid as severance compensation his her Base Salary, at the rate payable at the time of such termination, for one (1) year from through the date remainder of termination. Providedthe Employment Term, on the dates specified in subsection 4.1; provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof to the Company and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employment. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company Employee may, in the CompanyEmployee's sole discretion, by delivery of a notice to the Employee Company within thirty (30) days following a Termination Other Than for Cause, elect to remit to receive from the Employee Company a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company Employee and shall be based on a discount rate equal to the prime rateinterest rate on 90-day United States Treasury bills, as reported by ▇▇ ▇▇▇▇▇▇ in the Wall Street Journal, or similar publication, on the date of delivery of the election notice. If the Company Employee elects to remit receive a lump sum severance payment, the Company shall make such payment to the Employee within thirty ten (3010) days following the date on which the Company Employee notifies the Employee Company of its the Employee's election. In the event that the Employee is not otherwise entitled to fully exercise all awards granted to him her under the Company's Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause.

Termination Other Than for Cause. In the event the Employee's -------------------------------- employment is terminated in a Termination Other Than for Cause, the Employee shall be paid as severance compensation his Base Salary, at the rate payable at the time of such termination, through the remainder of the Employment Term and for an additional one (1) year from period thereafter, on the date of termination. Provideddates specified in subsection 4.1; provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof to the Company and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employment. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company Employee may, in the CompanyEmployee's sole discretion, by delivery of a notice to the Employee Company within thirty (30) days following a Termination Other Than for Cause, elect to remit to receive from the Employee Company a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company Employee and shall be based on a discount rate equal to the prime rateinterest rate on 90-day United States Treasury bills, as reported by ▇▇ ▇▇▇▇▇▇ in the Wall Street Journal, or similar publication, on the date of delivery of the election notice. If the Company Employee elects to remit receive a lump sum severance payment, the Company shall make such payment to the Employee within thirty ten (3010) days following the date on which the Company Employee notifies the Employee Company of its the Employee's election. In addition to the event that severance payment payable under this subsection 6.2, the Employee is not otherwise shall be paid an amount equal to the average annual bonus earned by Employee in the two (2) years immediately preceding the date of termination and, notwithstanding any provision to the contrary under the Company's Incentive Stock Plan or any agreements with the Employee thereunder, the Employee shall be entitled to fully exercise all an accelerated vesting of any awards granted to him the Employee under the Company's Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause.

Termination Other Than for Cause. In the event the Employee's -------------------------------- ’s employment is terminated in a Termination Other Than for CauseFor Cause and subject to the provisions of subsection 5.2., the Employee shall be paid as severance compensation his Base Salary, at the rate payable at the time of such termination, for one the two year period beginning on the effective date for such termination, plus (1i) year from the date any accrued and unpaid Bonus due Employee under paragraph 4.3 of termination. Provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof this Agreement and (ii) an amount equal to the Company Targeted Bonuses due (based on the Base Salary then in effect) for the calendar year of Employee’s termination and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employmentfollowing calendar year as though all requisite targets were fully and completely achieved. Notwithstanding any provision in this subsection 6.2 6.1 to the contrary, the Company may, in the Company's ’s sole discretion, by delivery of a notice to the Employee within thirty (30) 30 days following a Termination Other Than for For Cause, elect to remit to the Employee a lump sum severance payment by bank cashier's ’s check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company and shall be based on a discount rate equal to the prime rate, as reported by ▇▇ ▇▇▇▇▇▇ in The Wall Street Journal, on the date of delivery of the election notice. If the Company elects to remit a lump sum severance payment, the Company shall make such payment to the Employee within thirty (30) 30 days following the date on which the Company notifies the Employee of its election. In the event that the Employee is not otherwise entitled to fully exercise all awards granted to him under the Company's Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause.

Termination Other Than for Cause. In (i) Except as provided in Section 5(e)(ii) below, if during the event the Employeeterm of this Agreement, Officer's -------------------------------- employment is shall be terminated in a Termination Other Than by Employer other than for Cause, the Employee then Officer shall be paid as severance compensation his Base Salary, at the rate payable at the time of such termination, for one entitled to: (1) year from payment of his base salary through his last day of employment, but no payment on account of any further incentive compensation hereunder, and (2) within 30 days after such last day, a single payment in an amount equal to two (2) times the date sum of termination. Provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof to the Company Annual Rate and the severance compensation payable to Target Incentive Amount, plus a pro-rata bonus for the Employee during such period will be reduced by Fiscal Year in which Officer is terminated, the amount of compensation that which will be determined in the Employee is receiving from sole and absolute discretion of Employer, and (3) for a period of two years following such other employment. Notwithstanding any provision last day, the benefits specified in the last sentence of Section 4(e) hereof. (ii) Not withstanding anything in this subsection 6.2 Agreement to the contrary, in the Company mayevent it shall be determined that any payment or distribution by Employer or any other person or entity to or for the benefit of Officer (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code")), whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with Employer or a change in ownership or effective control of Employer or a substantial portion of its assets (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), the Payments shall include gross-up for any excise taxes due under IRC 280G or similar "golden parachute" provisions plus any excise, income, or payroll taxes owed on the payment on the excise payment amount. (iii) In order to receive the amounts provided by Sections 5(e), other than base salary through the last day of employment, Officer agrees that for a period of one year after termination of employment by Employer other than for Cause, Officer shall not engage in any business, whether as an employee, consultant, partner, principal, agent, representative or stockholder (other than as a stockholder of less than 1% equity interest) or in any other corporate or representative capacity with any other business whether in corporate, proprietorship, or partnership form or otherwise, where such business is engaged in any activity which competes with the business of Employer or its subsidiaries or affiliates, as conducted on the date Officer's employment terminated or which will compete with any proposed business activity of Employer or its subsidiaries or affiliates, in the Company's sole discretion, by delivery of a notice to the Employee within thirty (30) days following a Termination Other Than for Cause, elect to remit to the Employee a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company and shall be based planning stage on the prime rate, as reported by ▇▇ ▇▇▇▇▇▇ on the date of delivery of the election noticesuch date. If the Company elects foregoing agreement is determined invalid or unenforceable by a Court in an interpretation of this Agreement, then Officer agrees that he shall return the amounts received pursuant to remit a lump sum severance paymentSections 5(e), other than the Company shall make such payment to base salary through the Employee within thirty (30) days following the date on which the Company notifies the Employee last day of its election. In the event that the Employee is not otherwise entitled to fully exercise all awards granted to him under the Company's Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Causeemployment.

Termination Other Than for Cause. In During the event Employment Period, if the EmployeeCorporation shall terminate the Executive's -------------------------------- employment is terminated (other than in the case of a termination for Cause) or the Executive's employment shall terminate by reason of death or Disability (termination in any such case referred to as “Termination”): (i) the Corporation shall pay to the Executive in a lump sum in cash the sum of (1) the Executive's Annual Base Salary through the Date of Termination Other Than for Causeto the extent not theretofore paid and (2) 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 Employee extent not theretofore paid (the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the “Accrued Obligations”). The amounts specified in this Section 5(a)(i) shall be paid within 30 days after the Date of Termination; and (ii) in the event of Termination other than by reason of the Executive's death or Disability, then beginning on the biweekly payment date next following the Termination and on each biweekly payment date thereafter until the end of the Employment Period (the period from such Date of Termination until the end of the Employment Period herein called the “Severance Period”), the Corporation shall pay to the Executive an amount equal to the biweekly installment of the Executive's rate of Annual Base Salary in effect as severance compensation his Base Salary, at the rate payable at the time of such terminationDate of Termination; and (iii) in the event of Termination other than by reason of the Executive's death or Disability, for one the Corporation shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination an amount equal to the Executive's then current maximum annual bonus opportunity; and (1iv) year from in the date event of termination. ProvidedTermination other than by reason of the Executive's death or Disability, then, during the Severance Period, the Corporation shall continue medical and welfare benefits on a monthly basis to the Executive and/or the Executive's family at least equal to those which would have been provided if the Executive's employment had not been terminated, such benefits to be in accordance with the most favorable medical and welfare benefit plans, practices, programs or policies (the “M&W Plans”) of the Corporation as in effect and applicable generally to other senior executives of the Corporation and their families during the 90-day period immediately preceding the Date of Termination or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other senior executives of the Corporation (but on a prospective basis only unless, and then only to the extent, such more favorable M&W Plans are by their terms retroactive), provided, however, that if the Employee obtains Executive becomes reemployed with another employer and is eligible to receive medical or other employment during such periodwelfare benefits under another employer-provided plan, the Employee benefits under the M&W Plans shall promptly give notice thereof to the Company and the severance compensation payable to the Employee during such period will be reduced by as provided in Section 6 of this Agreement. For purposes of determining eligibility of the Executive for benefits under the M&W Plans, the Executive shall be considered to have remained employed until the end of the Severance Period. The parties intend that continued coverage under the M&W Plans shall not constitute a 'deferral of compensation' under Treas. Reg. Section 1.409A- 1 (b) during the period the Executive would be entitled to continuation coverage under Section 4980B (COBRA) (typically 18 months) or during any period in which such continued coverage qualifies as a 'limited payment' of an 'in kind' benefit under Treas. Reg. Section 1.409A-l(b)(9)(v)(C) and (D). Any portion of the continued coverage under the M&W Plans that is subject to Section 409A of the Code is intended to qualify as a 'reimbursement or in-kind benefit plan' under Treas. Reg. Section 1.409A-3(i)(1)(iv). If the Corporation reimburses the Executive for the amount of compensation any benefit under this subsection (iv), such reimbursement shall be made on or before the last day of the Executive's taxable year following the taxable year in which the expense was incurred. In no event shall the amount that the Employee is receiving from Corporation pays for any such benefit in any one year affect the amount that it will pay in any other employment. Notwithstanding any provision year, and in no event shall the benefits described in this subsection 6.2 paragraph be subject to liquidation or exchange. (v) Notwithstanding the payment schedules contained elsewhere in this Section 5, to the contraryextent necessary to comply with the requirements of Section 409A of the Code, if the Executive is a 'specified employee' (as defined below) at the time of his termination of employment, the Company maypayments under Section 5(a)(ii) shall not be made before the date which is six (6) months and one (1) day after the date of the Executive's termination of employment (or, if earlier, the date of his death). For purposes of the preceding sentence, a 'specified employee' shall have the meaning set forth in Section 1.409A-1(i) of the Company's sole discretionFinal Regulations under Section 409A of the Code. As provided by Section 409A of the Code and the regulations thereunder, by delivery however, no delay shall apply to payments under Section 5(a)(ii) of a notice the Agreement to the Employee extent the aggregate amount of such payments does not exceed the lesser of: two (2) times the Executive's annualized compensation based upon his annual rate of pay for services provided to the Corporation for the calendar year preceding the Corporation's taxable year in which the Executive has a 'separation from service' (as such term is used in Section 409A of the Code) or two (2) times the limit on compensation set forth in Section 401(a)(l7) of the Code for the year in which the Executive has a separation from service (the 'Designated Compensation Amount'). Any (1) amounts otherwise payable under the terms of Section 5(a)(ii) during the six (6) month period beginning on the date of the Executive's termination of employment that are in excess of the Designated Compensation Amount and (2) other payments under this Section 5 that are delayed as provided for in this Section 5(c) will be paid in full within thirty (30) days following a Termination Other Than for Causeafter the end of such six (6) month period, elect to remit to with the Employee a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash remaining payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company and shall be based made on the prime rate, as reported by ▇▇ ▇▇▇▇▇▇ on schedule provided in the date applicable subsection of delivery of the election notice. If the Company elects to remit a lump sum severance payment, the Company shall make such payment to the Employee within thirty (30) days following the date on which the Company notifies the Employee of its election. In the event that the Employee is not otherwise entitled to fully exercise all awards granted to him under the Company's Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Causethis Section 5.

Termination Other Than for Cause. In the event the Employee's -------------------------------- employment is terminated in a Termination Other Than for Cause, the Employee shall be paid as severance compensation his Base Salary, at the rate payable at the time of such termination, for one (1) year from through the date remainder of termination. Providedthe Employment Term, on the dates specified in subsection 4.1; provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof to the Company and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employment. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company Employee may, in the CompanyEmployee's sole discretion, by delivery of a notice to the Employee Company within thirty (30) days following a Termination Other Than for Cause, elect to remit to receive from the Employee Company a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company Employee and shall be based on a discount rate equal to the prime rateinterest rate on 90-day United States Treasury bills, as reported by ▇▇ ▇▇▇▇▇▇ in the Wall Street Journal, or similar publication, on the date of delivery of the election notice. If the Company Employee elects to remit receive a lump sum severance payment, the Company shall make such payment to the Employee within thirty ten (3010) days following the date on which the Company Employee notifies the Employee Company of its the Employee's election. In the event that the Employee is not otherwise entitled to fully exercise all awards granted to him under the Company's Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause.

Termination Other Than for Cause. In the event the Employee's -------------------------------- employment is terminated in a Termination Other Than for Cause, the Employee shall be paid as severance compensation his Base Salary, at the rate payable at the time of such termination, through the remainder of the Employment Term and for an additional one (1) year from period thereafter, on the date of termination. Provideddates specified in subsection 4.1; provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof to the Company and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employment. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company Employee may, in the CompanyEmployee's sole discretion, by delivery of a notice to the Employee Company within thirty (30) days following a Termination Other Than for Cause, elect to remit to receive from the Employee Company a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company Employee and shall be based on a discount rate equal to the prime rateinterest rate on 90-day United States Treasury bills, as reported by ▇▇ ▇▇▇▇▇▇ in the Wall Street Journal, or similar publication, on the date of delivery of the election notice. If the Company Employee elects to remit receive a lump sum severance payment, the Company shall make such payment to the Employee within thirty ten (3010) days following the date on which the Company Employee notifies the Employee Company of its the Employee's election. In addition to the event that severance payment payable under this subsection 6.2, the Employee is not otherwise shall be paid an amount equal to the average annual bonus earned by Employee in the two (2) years immediately preceding the date of termination and, notwithstanding any provision to the contrary under the Company's Incentive Stock Plan or any option agreements with the Employee thereunder, the Employee shall be entitled to fully exercise all an accelerated vesting of any awards granted to him the Employee under the Company's Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause.

Termination Other Than for Cause. In If, during the event the Employee's -------------------------------- employment is terminated in a Termination Other Than for CauseCOC Employment Period, the Employee Corporation shall be paid terminate the Executive’s employment other than for Cause or the Executive shall terminate his employment following a Change of Control for Good Reason (termination in any such case referred to as severance compensation his Base Salary, at “Termination”) and subject to the rate payable at Executive entering into and not revoking a release (unless the time of Corporation determines not to request such termination, for one release) substantially in the form set forth as Exhibit B hereto: (1) the Corporation shall pay the Executive in a lump sum in cash within 30 days after the Date of Termination the sum of (a) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (b) to the extent that the Annual Bonus has not been paid to the Executive in respect of the fiscal year in which the Date of Termination occurs, the product of (x) the Executive’s target annual bonus in effect under the ACP as of the Date of Termination (which, for purposes of Section 3(J) and notwithstanding any reduction following the Change of Control Date, shall not be less than the Executive’s target annual bonus as of immediately prior to the Change of Control Date) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, and (c) 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 theretofore paid (the sum of the amounts described in clauses (a), (b), and (c) shall be hereinafter referred to as the “Accrued Obligations”); and (2) The Corporation shall pay the Executive in a lump sum in cash within 30 days after the Date of Termination an amount equal to the Executive’s Severance Compensation for the period from the Date of Termination until the earlier of (x) the third anniversary of the Date of Termination and (y) the date upon which the Executive attains the age of termination. Providedsixty-five (65) years (the “Termination Period”); provided, however, that such amount would be reduced by any other amounts payable to the Executive in respect of salary or bonus continuation to be received by the Executive under any severance plan, policy or arrangement of the Corporation; and (3) During the Termination Period, or such longer period as any plan, program, practice or policy may provide, the Corporation shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been pro- vided to them in accordance with the plans, programs, practices and policies described in Section 3(D) above if the Executive’s employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Corporation and its Affiliated Companies as in effect and applicable generally to other senior executives of the Corporation and its Affiliated Companies and their families during the 90-day period immediately preceding the Date of Termination or, if more favorable to the Executive, as in effect at any time thereafter or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other senior executives of the Corporation and its Affiliated Companies and their families or, if more favorable to the Executive, as in effect immediately prior to the Change of Control, if applicable, provided, however, that if the Employee obtains Executive becomes reemployed with another employer and is eligible to receive medical or other employment 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 periodapplicable period of eligibility. For purposes of determining eligibility of the Executive for retirement benefits pursuant to such plans, practices, programs and policies, the Employee Executive shall promptly give notice thereof be considered to have remained employed until the Company and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employment. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company may, in the Company's sole discretion, by delivery of a notice to the Employee within thirty (30) days following a Termination Other Than for Cause, elect to remit to the Employee a lump sum severance payment by bank cashier's check equal to the present value end of the flow of cash payments that would otherwise be paid Termination Period and to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company and shall be based on the prime rate, as reported by ▇▇ ▇▇▇▇▇▇ have retired on the date of delivery the end of the election noticeTermination Period. If To the Company elects extent that any benefits referred to remit a lump sum severance paymentin this Section 5(A)(3) shall not be payable or provided under any such plan by reason of the Executive’s no longer being an employee of the Corporation as the result of Termination, the Company Corporation shall make itself pay, or provide for payment of, such payment benefits and the service credit for benefits provided for in Section 5(A)(4) below, to the Employee within thirty Executive, his dependents and Beneficiary; and (304) days following The period from the date on Date of Termination until the end of the Termination Period shall be considered: (a) Service with the Corporation for the purpose of continued credits under the employee benefit plans referred to in Section 3(D) above and all other benefit plans of the Corporation applicable to the Executive or his Beneficiary as in effect immediately prior to Termination but prior to any reduction of benefits thereunder as the result of amendment or termination during the COC Employment Period, and (b) Employment with the Corporation for purposes of determining payments and other rights in respect of awards made or accrued and award opportunities granted prior to Termination under the executive incentive plans referred to in Section 3(C) above and all other incentive plans of the Corporation in which the Company notifies Executive was a participant prior to Termination; and (5) In addition to the Employee severance and other benefits described in Sections 5(A)(1) through 5(A)(4) above, to the extent not theretofore paid or provided, the Corporation shall timely pay or provide to the Executive and/or the Executive’s dependents and/or heirs any other amounts or benefits required to be paid or provided to such individuals under any plan, program, policy or practice or contract or agreement of the Corporation and its election. In Affiliated Companies as in effect and applicable generally to other senior executives of the event Corporation and its Affiliated Companies and their families during the 90-day period immediately preceding the Date of Termination or, if more favorable to the Executive, as in effect generally thereafter with respect to other senior executives of the Corporation and its Affiliated Companies and their families (such other amounts and benefits shall be referred to below as the “Other Benefits”); and (6) During the Termination Period, the Corporation shall continue to provide to the Executive the financial, estate and tax planning services that were provided to the Employee is not otherwise entitled Executive during the 90-day period immediately prior to fully exercise all awards granted the Change of Control or, if more favorable to him under the Company's Incentive Stock PlanExecutive, as in effect generally at any time thereafter with respect to other senior executives of the Corporation and its Affiliated Companies; and (7) The Corporation shall pay on behalf of Executive the Incentive Stock Plan does not otherwise provide fee of an independent outplacement firm selected by the Executive for acceleration outplacement services in an amount equal to the actual fee for such service up to a total of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause$35,000.