Common use of Termination Without Cause or Constructive Termination Clause in Contracts

Termination Without Cause or Constructive Termination. (i) A Constructive Termination shall not take effect unless the provisions of this paragraph 9(d)(i) are complied with. The Company shall be given written notice by the Executive of the intention to terminate his employment on account of a Constructive Termination, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed Constructive Termination is based and (B) to be given within six months of the Executive learning of such act or acts or failure or failures to act. The Company shall have 30 days after the date that such written notice has been given to the Company in which to cure such conduct, to the extent such cure is possible. (ii) In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination, the Executive shall be entitled to: (A) Base Salary through the date of termination of the Executive's employment; (B) Base Salary, at the monthly rate in effect on the date of termination of the Executive's employment (or in the event a reduction in Base Salary is the basis for a Constructive Termination, then the Base Salary in effect immediately prior to such reduction), payable each month for an additional thirty six (36) months following such termination (the "Severance Period"). (C) pro-rata annual bonus for the year in which termination occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination; (D) an amount equal to one-twelfth (1/12) of the Target Bonus amount for the year in which termination occurs, payable each month over the Severance Period; (E) the balance of any annual or long-term cash incentive awards earned (but not yet paid) pursuant to the terms of the applicable programs; (F) any restricted stock award outstanding at the time of such termination of employment shall become fully vested, and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (G) any stock option or other equity award outstanding at the time of termination shall become fully vested, and he shall have the right to exercise any such award for the remainder of the lesser of (a) thirty six (36) months from the date of termination or (b) the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (H) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement; (I) continued participation in all medical, dental, hospitalization and life insurance coverage and in other employee welfare benefit plans or programs in which he was participating on the date of the termination of his employment until the end of the Severance Period; provided that the Company's obligations under this clause (J) shall be reduced to the extent that the Executive receives similar coverage and benefits under the plans and programs of a subsequent employer: and provided, further, that (x) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause, he shall be provided with the after-tax economic equivalent of the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (J) of this Section 9(d), (y) the economic equivalent of any benefit foregone shall be deemed to be the lowest cost that would be incurred by the Executive in obtaining such benefit himself on an individual basis, and (z) payment of such after-tax economic equivalent shall be made quarterly in advance; (J) the Executive shall not be required to repay the Company the amount of the Cash Payment; (K) the Executive shall not be required to repay the Loan; and (L) other or additional benefits in accordance with applicable plans and programs of the Company.

Termination Without Cause or Constructive Termination. (i) A Constructive Termination shall not take effect unless the provisions of this paragraph 9(d)(i11(d)(i) are complied with. The Company shall be given written notice by the Executive of the intention to terminate his employment on account of a Constructive Termination, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed Constructive Termination is based and (B) to be given within six months of the Executive learning of such act or acts or failure or failures to act. The Company shall have 30 days after the date that such written notice has been given to the Company in which to cure such conduct, to the extent such cure is possible. (ii) In the event the Executive's employment is terminated (1) by the Company without Cause, Cause (other than due to Disability or death), or in the event there is (2) by reason of a Constructive TerminationTermination or (3) upon expiration of the Term of Employment following the Company's having given notice of non-extension of the Term of Employment, the Executive shall be entitled to: (A) Base Salary through the date of termination of the Executive's employment; (B) Base SalaryCash severance payments as set forth below: (I) if such termination (other than a termination under clause (3) above) occurs on or prior to April 30, at 2003 and prior to the monthly rate Plan Confirmation Date (as defined below), promptly but in effect on no event later than 10 days following the effective date of termination such termination, a cash lump sum payment equal to (A) minus (B), where (A) is equal to the sum of (x) 300% of the Executive's employment (or in the event a reduction in Base Salary is the basis for a Constructive Termination, then the Base Salary as in effect immediately prior to the effective date of such reduction)termination, payable each month for an additional thirty six plus (36y) months following such termination (the "Severance Period"). (C) pro-rata annual bonus for Executive's Target Bonus as in effect with respect to the year in which such termination occurs, based on and where (B) equals the Target Bonus for such year, payable in a single installment promptly following terminationInducement Payment; (DII) if such termination (other than a termination under clause (3) above) occurs following April 30, 2003 but prior to the date (for purposes of this Section 11(a), the "Plan Confirmation Date") on which a confirmed plan of reorganization (other than a Plan of Liquidation (as defined below)) is approved by the Bankruptcy Court (as defined in Section 19), then (1) promptly, but in no event later than 10 days, following the effective date of such termination, a cash lump sum payment equal to the sum of (x) the Executive's Base Salary as in effect immediately prior to the effective date of such termination plus (y) the Executive's Target Bonus as in effect with respect to the year in which such termination occurs and (2) promptly, but in no event later than 10 days, following the Plan Confirmation Date, an amount equal to one-twelfth (1/12) 200% of the Target Bonus amount for the year Executive's Base Salary as in which termination occurs, payable each month over the Severance Period; (E) the balance of any annual or long-term cash incentive awards earned (but not yet paid) pursuant effect immediately prior to the terms of the applicable programs; (F) any restricted stock award outstanding at the time effective date of such termination of employment shall become fully vested, and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (G) any stock option or other equity award outstanding at the time of termination shall become fully vested, and he shall have the right to exercise any such award for the remainder of the lesser of (a) thirty six (36) months from the date of termination or (b) the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (H) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement; (I) continued participation in all medical, dental, hospitalization and life insurance coverage and in other employee welfare benefit plans or programs in which he was participating on the date of the termination of his employment until the end of the Severance Period; provided that the Company's obligations under this clause (J) shall be reduced to the extent that the Executive receives similar coverage and benefits under the plans and programs of a subsequent employer: and provided, further, that (x) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause, he shall be provided with the after-tax economic equivalent of the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (J) termination. For purposes of this Section 9(d11(d)(ii), a "Plan of Liquidation" means any chapter 11 plan (yA) under which less than 50% of the economic equivalent of any benefit foregone shall be deemed to be the lowest cost that would be incurred by the Executive in obtaining such benefit himself on an individual basisDebtors' operating business continues as a going concern, and (zB) payment of such after-tax economic equivalent shall be made quarterly which does not result in advance; (J) the Executive shall not be required to repay the Company the amount a discharge of the Cash Payment; (K) the Executive shall not be required to repay the Loan; and (L) other or additional benefits in accordance with applicable plans and programs of the Company.Debtors under 11 U.S.

Termination Without Cause or Constructive Termination. (i) A Constructive Termination shall not take effect unless the provisions of this paragraph 9(d)(i8(d)(i) are complied with. The Company shall be given written notice by the Executive of the intention to terminate his employment on account of a Constructive Termination, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed Constructive Termination is based and (B) to be given within six months of upon the Executive learning of such act or acts or of failure or failures to act. The Company shall have 30 days after the date that such written notice has been given to the Company in which to cure such conduct, to the extent such cure is possible. (ii) In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination, the Executive shall be entitled toto receive: (A) Base Salary through the date of termination of the Executive's employment; (B) if such termination occurs prior to the Restructuring Date, a lump sum cash payment equal to the Executive's annual Base Salary, at the monthly rate Salary in effect on the date of termination of the Executive's employment (or in the event a reduction in Base Salary is the basis for a Constructive Termination, then the Base Salary in effect immediately prior to such reduction), payable each month for an additional thirty six (36) months following such termination (the "Severance Period").; (C) pro-rata annual bonus for if such termination occurs prior to the year Restructuring Date and the Restructuring Date occurs within 12 months following such termination, a lump sum cash payment of two hundred thousand dollars ($200,000) be paid promptly, but in which termination occursno event later than 10 business days, based on following the Target Bonus for such year, payable in a single installment promptly following terminationRestructuring Date; (D) an amount equal to one-twelfth (1/12) of the Target Bonus amount for the year in which termination occurs, payable each month over the Severance Period; (E) the balance of any annual or long-term cash incentive awards earned (but not yet paid) pursuant to the terms of the applicable programs; (F) any restricted stock award outstanding at the time of such termination of employment shall become fully vested, and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (G) any stock option or other equity award outstanding at the time of termination shall become fully vested, and he shall have the right to exercise any such award for the remainder of the lesser of (a) thirty six (36) months from the date of termination or (b) the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (H) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement;; and (IE) continued participation in all medical, dental, hospitalization and life insurance coverage and in other employee welfare benefit plans or programs in which he was participating on the date of the termination of his employment until for twelve (12) months after termination, and Executive shall have the end option to pay for an additional twelve (12) months of the Severance PeriodCOBRA coverage; provided provided, that the Company's obligations under this clause (J) such benefits coverage shall be reduced to the extent cease if Executive obtains employment with another company that the Executive receives similar coverage and benefits under the plans and programs of a subsequent employer: provides medical coverage; and provided, further, that (x) if the Executive is precluded from continuing his participation in any an employee benefit plan or program as provided in this clause, he shall be provided with the after-tax economic equivalent of the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (JE) of this Section 9(d8(d), (y) the economic equivalent of any benefit foregone shall be deemed to be the lowest cost that would be incurred by the Executive in obtaining such benefit himself on an individual basis, and (z) payment of such after-tax economic equivalent shall be made quarterly in advance; (J) the Executive shall not be required to repay the Company the amount of the Cash Payment; (K) the Executive shall not be required to repay the Loan; and (L) other or additional benefits in accordance with applicable plans and programs of the Company.

Termination Without Cause or Constructive Termination. (i) A Constructive Termination shall not take effect unless the provisions of this paragraph 9(d)(i) are complied with. The Company shall be given written notice by the Executive of the intention to terminate his employment on account of a Constructive Termination, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed Constructive Termination is based and (B) to be given within six months of the Executive learning of such act or acts or failure or failures to act. The Company shall have 30 days after the date that such written notice has been given to the Company in which to cure such conduct, to the extent such cure is possible. (ii) In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination, the Executive shall be entitled to: (A) Base Salary through the date of termination of the Executive's employment; (B) Base Salary, at the monthly rate in effect on the date of termination of the Executive's employment (or in the event a reduction in Base Salary is the basis for a Constructive Termination, then the Base Salary in effect immediately prior to such reduction), payable each month for an additional thirty six (36) 36 months following such termination (the "Severance Period").; provided, however, that, at the Company's option, such amount may be payable by the Company in a present value lump sum payment; (C) pro-pro rata annual bonus for the year in which termination occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination; (D) an amount equal to one-twelfth (1/12) of the Target Bonus amount for the year in which termination occurs, payable each month over the Severance Period; PROVIDED, HOWEVER, that, at the Company's option, such amount may be payable by the Company in a present value lump sum payment; (E) the balance of any annual or long-term cash incentive awards earned (but not yet paid) pursuant to the terms of the applicable programs; (F) any restricted stock award outstanding at the time of such termination of employment shall become fully vested, and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (G) any stock option or other equity award outstanding at the time of termination shall become fully vested, and he shall have the right to exercise any such award for the remainder of the lesser of (a) thirty six (36) 36 months from the date of termination or (b) the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (H) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement; (I) continued participation in all medical, dental, hospitalization and life insurance coverage and in other employee welfare benefit plans or programs in which he was participating on the date of the termination of his employment until the end of the Severance Period; provided that the Company's obligations under this clause (JI) shall be reduced to the extent that the Executive receives similar coverage and benefits under the plans and programs of a subsequent employer: and provided, further, that (x) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause, he shall be provided with the after-tax economic equivalent of the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (JI) of this Section 9(d), (y) the economic equivalent of any benefit foregone shall be deemed to be the lowest cost that would be incurred by the Executive in obtaining such benefit himself on an individual basis, and (z) payment of such after-tax economic equivalent shall be made quarterly in advance; (J) the Executive shall not be required fully vested in the Accrued Benefit under the SERP (as defined therein) based upon five (5) years service with the Company, which benefit shall be payable to repay the Company Executive in the amount form of the Cash Paymentan actuarially equivalent lump sum distribution promptly following termination; (K) the Company will reimburse the reasonable realtor commission related to the sale of the Executive's Michigan residence. The Company will also pay the Executive an amount equal to the difference, if any, between the amount paid by the Executive for his Michigan residence, plus any improvements (receipts for purchase price and any improvements shall be submitted to the Company as documentation) and the amount for which the Executive is able to sell the home. In addition, the Company will provide standard company reimbursement for the relocation cost of household goods not normally borne by the immediate successor employer, provided the relocation occurs within 36 months of termination. Payments made to the Executive, as specified in this paragraph, will be required grossed up to repay the Loanoffset applicable state and federal income taxes; and (L) other or additional benefits in accordance with applicable plans and programs of the Company.

Termination Without Cause or Constructive Termination. (i) A Constructive Termination shall not take effect unless the provisions of this paragraph 9(d)(i) are complied with. The Company shall be given written notice by the Executive of the intention to terminate his employment on account of a Constructive Termination, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed Constructive Termination is based and (B) to be given within six months of the Executive learning of such act or acts or failure or failures to act. The Company shall have 30 days after the date that such written notice has been given to the Company in which to cure such conduct, to the extent such cure is possible. (ii) In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination, the Executive shall be entitled to: (A) Base Salary through the date of termination of the Executive's employment; (B) Base Salary, at the monthly rate in effect on the date of termination of the Executive's employment (or in the event a reduction in Base Salary is the basis for a Constructive Termination, then the Base Salary in effect immediately prior to such reduction), payable each month for an additional thirty six (36) 36 months following such termination (the "Severance Period").; provided, however, that, at the Company's option, such amount may be payable by the company in a present value lump sum payment; (C) pro-rata annual bonus for the year in which termination occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination; (D) an amount equal to one-twelfth (1/12) of the Target Bonus amount for the year in which termination occurs, payable each month over the Severance Period; provided, however, that, at the Company's option, such amount may be payable by the company in a present value lump sum payment; (E) the balance of any annual or long-term cash incentive awards earned (but not yet paid) pursuant to the terms of the applicable programs; (F) any restricted stock award outstanding at the time of such termination of employment shall become fully vested, and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (G) any stock option or other equity award outstanding at the time of termination shall become fully vested, and he shall have the right to exercise any such award for the remainder of the lesser of (a) thirty six (36) 36 months from the date of termination or (b) the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (H) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement; (I) continued participation in all medical, dental, hospitalization and life insurance coverage and in other employee welfare benefit plans or programs in which he was participating on the date of the termination of his employment until the end of the Severance Period; provided that the Company's obligations under this clause (JI) shall be reduced to the extent that the Executive receives similar coverage and benefits under the plans and programs of a subsequent employer: and provided, further, that (x) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause, he shall be provided with the after-tax economic equivalent of the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (JI) of this Section 9(d), (y) the economic equivalent of any benefit foregone shall be deemed to be the lowest cost that would be incurred by the Executive in obtaining such benefit himself on an individual basis, and (z) payment of such after-tax economic equivalent shall be made quarterly in advance; (J) the Executive shall not be required to repay the Company the amount of the Cash Payment; (K) the Executive shall not be required to repay the Loan; and (LJ) other or additional benefits in accordance with applicable plans and programs of the Company.

Termination Without Cause or Constructive Termination. (i) A Constructive Termination shall not take effect unless the provisions of this paragraph 9(d)(i) are complied with. The Company shall be given written notice by the Executive of the intention to terminate his employment on account of a Constructive Termination, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed Constructive Termination is based and (B) to be given within six months of the Executive learning of such act or acts or failure or failures to act. The Company shall have 30 days after the date that such written notice has been given to the Company in which to cure such conduct, to the extent such cure is possible. (ii) In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination, the Executive shall be entitled to: (A) Base Salary through the date of termination of the Executive's employment; (B) Base Salary, at the monthly rate in effect on the date of termination of the Executive's employment (or in the event a reduction in Base Salary is the basis for a Constructive Termination, then the Base Salary in effect immediately prior to such reduction), payable each month for an additional thirty six (36) 36 months following such termination (the "Severance Period").; provided, however, that, at the Company's option, such amount may be payable by the Company in a present value lump sum payment; (C) pro-pro rata annual bonus for the year in which termination occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination; (D) an amount equal to one-twelfth (1/12) of the Target Bonus amount for the year in which termination occurs, payable each month over the Severance Period; provided, however, that, at the Company's option, such amount may be payable by the Company in a present value lump sum payment; (E) the balance of any annual or long-term cash incentive awards earned (but not yet paid) pursuant to the terms of the applicable programs; (F) any restricted stock award outstanding at the time of such termination of employment shall become fully vested, and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (G) any stock option or other equity award outstanding at the time of termination shall become fully vested, and he shall have the right to exercise any such award for the remainder of the lesser of (a) thirty six (36) 36 months from the date of termination or (b) the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (H) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement; (I) continued participation in all medical, dental, hospitalization and life insurance coverage and in other employee welfare benefit plans or programs in which he was participating on the date of the termination of his employment until the end of the Severance Period; provided that the Company's obligations under this clause (JI) shall be reduced to the extent that the Executive receives similar coverage and benefits under the plans and programs of a subsequent employer: and provided, further, that (x) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause, he shall be provided with the after-tax economic equivalent of the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (JI) of this Section 9(d), (y) the economic equivalent of any benefit foregone shall be deemed to be the lowest cost that would be incurred by the Executive in obtaining such benefit himself on an individual basis, and (z) payment of such after-tax economic equivalent shall be made quarterly in advance; (J) the Executive shall not be required to repay the Company the amount of the Cash Payment; (K) the Executive shall not be required to repay the Loan; and (LJ) other or additional benefits in accordance with applicable plans and programs of the Company.

Termination Without Cause or Constructive Termination. (i) A Constructive Termination shall not take effect unless the provisions of this paragraph 9(d)(i) are complied with. The Company shall be given written notice by the Executive of the intention to terminate his employment on account of a Constructive Termination, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed Constructive Termination is based and (B) to be given within six months of the Executive learning of such act or acts or failure or failures to act. The Company shall have 30 days after the date that such written notice has been given to the Company in which to cure such conduct, to the extent such cure is possible. (ii) In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination, then, provided the Executive shall have executed the Employment Release, the Executive shall be entitled to: (Ai) all unpaid Base Salary and a prorated Annual Bonus for the fiscal year of the date of termination through the date of termination of based on the Executiveprior year's employmentAnnual Bonus; (Bii) the Base Salary, at the monthly annualized rate in effect on the date of termination of the Executive's employment (or in the event a reduction in Base Salary is the basis for a Constructive Termination, then the annualized rate of the Base Salary in effect immediately prior to such reduction), payable each month for an additional thirty six a period of twenty-four (3624) months following the date of such termination and, in lieu of any further Annual bonus, and amount equal to $700,000, in each case in substantially equal installments payable not less frequently than semi-monthly in arrears; PROVIDED, that the Company may at any time and from time to time pay the Executive the present value of such salary continuation payments in a lump sum (using as the "Severance Period"). (C) prodiscount rate the applicable Federal rate for short-rata annual bonus term Treasury obligations as published by the Internal Revenue Service for the year month in which such termination occurs); and PROVIDED FURTHER, based on that if a Change in Control is the Target Bonus basis for such yeara Constructive Termination, payable the salary continuation payments shall be paid in a single installment promptly following terminationlump sum without any discount; (Diii) an amount equal to one-twelfth (1/12) of the Target Bonus amount for the year in which termination occurs, payable each month over the Severance Period; (E) the balance of any annual or long-term cash incentive awards earned (but not yet paid) pursuant to the terms of the applicable programs; (F) any restricted stock award outstanding at the time of such termination of employment shall become fully vested, and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (G) any stock option or other equity award outstanding at the time of termination shall become fully vested, and he shall have the right to exercise any such award for the remainder Options to the extent vested pursuant to the vesting schedule set forth in Section 6(b), but as provided in Section 6(c), only until the third anniversary of the lesser of (a) thirty six (36) months from the date of the Executive's termination without Cause (other than due to Disability or (bdeath) or the full original term of Executive's Constructive Termination, as the option (notwithstanding any contrary provision of any plan or agreement)case may be; (Hiv) cancellation without further payment by the Executive of his obligation to pay the principal and all unpaid accrued interest thereon under the loan; (v) any amounts amount earned, accrued or owing to the Executive but not yet paid under this AgreementSection 8 herein; (I) continued participation in all medical, dental, hospitalization and life insurance coverage and in other employee welfare benefit plans or programs in which he was participating on the date of the termination of his employment until the end of the Severance Period; provided that the Company's obligations under this clause (J) shall be reduced to the extent that the Executive receives similar coverage and benefits under the plans and programs of a subsequent employer: and provided, further, that (x) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause, he shall be provided with the after-tax economic equivalent of the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (J) of this Section 9(d), (y) the economic equivalent of any benefit foregone shall be deemed to be the lowest cost that would be incurred by the Executive in obtaining such benefit himself on an individual basis, and (z) payment of such after-tax economic equivalent shall be made quarterly in advance; (J) the Executive shall not be required to repay the Company the amount of the Cash Payment; (K) the Executive shall not be required to repay the Loan; and (Lvi) other or additional benefits in accordance with applicable the plans and programs of the Company referred to in Section 7 herein; and (vii) until the earlier of (1) the third anniversary of the date of termination or (2) the date the Executive accepts other employment: (A) reimbursement for any employee benefit contribution paid by the Executive or the Executive's family pursuant to COBRA; (B) out placement services at the expense of the Company commensurate with those provided to terminated executives of comparable level and made available through and at the facilities of a reputable and experienced vendor; and (C) use of personal, financial and legal counseling services through the vendor engaged by the Executive and paid for by the Company, up to a maximum of $20,000 per year. If it is determined that any payment or distribution by the Company to the Executive pursuant to Section 9(d) (determined without regard to any additional payments required pursuant to this sentence) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or by similar provisions of state or local tax laws applicable to the Executive or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax and similar provisions, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive with respect to each Payment an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

Termination Without Cause or Constructive Termination. In the event of your Termination without Cause or Constructive Termination, provided that (except with respect to the Accrued Compensation) you deliver to the Company a signed settlement agreement and general release of claims in favor of the Company on the Company’s standard form of release (the “Release”) and satisfy all conditions to make the Release effective within fifty (50) days following your termination of employment, then, you shall be entitled to (i) A Constructive Termination shall not take effect unless the provisions of this paragraph 9(d)(i) are complied with. The Company shall be given written notice by the Executive of the intention to terminate his employment on account of a Constructive Terminationyour Accrued Compensation, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed Constructive Termination is based and (B) to be given within six months of the Executive learning of such act or acts or failure or failures to act. The Company shall have 30 days after the date that such written notice has been given to the Company in which to cure such conduct, to the extent such cure is possible. (ii) In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination, the Executive shall be entitled to: (A) Base Salary through the date of termination of the Executive's employment; (B) Base Salary, at the monthly rate in effect payable on the date of termination your termination, (ii) continued payment of the Executive's employment (or in the event a reduction in your then-current Base Salary is the basis for a Constructive Termination, then the Base Salary in effect immediately prior to such reduction), payable each month for an additional thirty period of six (366) months following such the date of your termination (in accordance with the "Severance Period"). (C) pro-rata annual bonus for Company’s standard payroll schedule, with the year in which termination occurs, based first installment payable on the Target Bonus Company’s first customary payroll date that occurs on the sixtieth (60th) day following your date of termination; provided that the first installment shall include a catch-up payment to cover payment of amount retroactive to the day immediately following the date of termination, and (iii) provided you timely elect to continue health coverage under COBRA, reimbursement for such yearany monthly COBRA premium payments made by Employee in the six (6) months following your termination of employment or, payable if earlier, until you are eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer; provided that, if the Company determines in its sole discretion that it cannot provide the COBRA benefits described herein without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide you with a single installment promptly following termination; (D) taxable lump sum payment in an amount equal to one-twelfth (1/12) of the Target Bonus amount for then unreimbursed monthly COBRA premiums, which lump sum payment will be made on the year in which termination occurs, payable each month over first business day after the Severance Period; (E) the balance of any annual or long-term cash incentive awards earned (but not yet paid) pursuant to the terms of the applicable programs; (F) any restricted stock award outstanding at the time of such 60th day following your termination of employment shall become fully vested, and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (G) any stock option or other equity award outstanding at the time of termination shall become fully vested, and he shall have the right to exercise any such award for the remainder of the lesser of (a) thirty six (36) months from the date of termination or (b) the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (H) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement; (I) continued participation in all medical, dental, hospitalization and life insurance coverage and in other employee welfare benefit plans or programs in which he was participating on the date of the termination of his employment until the end of the Severance Period; provided that the Company's obligations under this clause (J) shall be reduced to the extent that the Executive receives similar coverage and benefits under the plans and programs of a subsequent employer: and provided, further, that (x) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause, he shall be provided with the after-tax economic equivalent of the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (J) of this Section 9(d), (y) the economic equivalent of any benefit foregone shall be deemed to be the lowest cost that would be incurred by the Executive in obtaining such benefit himself on an individual basis, and (z) payment of such after-tax economic equivalent shall be made quarterly in advance; (J) the Executive shall not be required to repay the Company the amount of the Cash Payment; (K) the Executive shall not be required to repay the Loan; and (L) other or additional benefits in accordance with applicable plans and programs of the Companyemployment.

Termination Without Cause or Constructive Termination. (i) A Constructive Termination shall not take effect unless the provisions of this paragraph 9(d)(i(i) are complied with. The Company shall be given written notice by the Executive of the intention to terminate his employment on account of a Constructive Termination, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed Constructive Termination is based and (B) to be given within six months of the Executive learning of such act or acts or failure or failures to act. The Company shall have 30 days after the date that such written notice has been given to the Company in which to cure such conduct, to the extent such cure is possible. (ii) In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination, the Executive shall be entitled to: (A) Base Salary Salary-through the date of termination of the Executive's employment; (B) Base Salary, at the monthly rate in effect on the date of termination of the Executive's employment (or in the event a reduction in Base Salary is the basis for a Constructive Termination, then the Base Salary in effect immediately prior to such reduction), payable each month for an additional thirty a period of thirty-six (36) months following such the date of termination (the "Severance Period").; provided that the Executive and the Company may agree that the Company shall pay him the present value of such salary continuation payments in a lump sum (using as the discount rate the Applicable Federal Rate for short-term Treasury obligations as published by the Internal Revenue Service for the month in which such termination occurs); (C) pro-pro rata annual bonus for the year in which termination occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination; (D) an amount equal to one-twelfth (1/12) of the Target Bonus amount for the year in which termination occurs, payable each month over the Severance Period, provided that the Executive and the Company may agree that the Company shall pay him the present value of such bonus amount in a lump sum (using the discount referred to in Section 10(d)(ii)(B) above); (E) the balance of any annual or long-term cash incentive awards earned (but not yet paid) pursuant to the terms of the applicable programs; (F) any restricted stock award outstanding at the time of such termination of employment shall become fully vested, and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (G) any outstanding stock option or other equity award outstanding at the time of termination shall become fully vested, and he shall have the right to exercise any such award for the remainder of the lesser of (a) thirty six (36) 36 months from the date of termination or (b) the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (H) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement, including, without limitation, any remaining amounts not yet paid under Section 9(a) above; (I) continued participation in all medical, dental, hospitalization and life insurance coverage and in other employee welfare benefit plans or programs in which he was participating on the date of the termination of his employment until the end of the Severance Period; provided that the Company's obligations under this clause (JI) shall be reduced to the extent that the Executive receives similar coverage and benefits under the plans and programs of a subsequent employer: ; and provided, further, that (xII) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clauseclause (I) of this Section 10(d), he shall be provided with the after-tax economic equivalent of the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (JI) of this Section 9(d10(d), (y) the economic equivalent of any benefit foregone shall be deemed to be the lowest cost that would be incurred by the Executive in obtaining such benefit himself on an individual basis, and (z) payment of such after-tax economic equivalent shall be made quarterly in advance; (J) the Executive shall not be required to repay the Company the amount of the Cash Payment; (K) the Executive shall not be required to repay the Loan; and (LJ) other or additional benefits in accordance with applicable plans and programs of the Company.

Termination Without Cause or Constructive Termination. (i) A Constructive Termination shall not take effect unless the provisions of this paragraph 9(d)(i) are complied with. The Company shall be given written notice by the Executive of the intention to terminate his employment on account of a Constructive Termination, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed Constructive Termination is based and (B) to be given within six months of the Executive learning of such act or acts or failure or failures to act. The Company shall have 30 days after the date that such written notice has been given to the Company in which to cure such conduct, to the extent such cure is possible. (ii) In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination, then, provided the Executive shall have executed the Employment Release, the Executive shall be entitled to: (Ai) all unpaid Base Salary and a prorated Annual Bonus for the fiscal year of the date of termination through the date of termination of based on the Executiveprior year's employmentAnnual Bonus; (Bii) the Base Salary, at the monthly annualized rate in effect on the date of termination of the Executive's employment (or in the event a reduction in Base Salary is the basis for a Constructive Termination, then the annualized rate of the Base Salary in effect immediately prior to such reduction), payable each month for an additional thirty six a period of twenty-four (3624) months following the date of such termination (the "Severance Period"). (C) pro-rata annual bonus for the year and, in which termination occurslieu of any further Annual Bonus, based on the Target Bonus for such year, payable in a single installment promptly following termination; (D) an amount equal to onethe greater of two years actual bonus award using the last paid award or $500,000, in each case in substantially equal installments payable not less frequently than semi-twelfth monthly in arrears; PROVIDED, that the Company may at any time and from time to time pay the Executive the present value of such salary continuation payments in a lump sum (1/12) of using as the Target Bonus amount discount rate the applicable Federal rate for short-term Treasury obligations as published by the Internal Revenue Service for the year month in which such termination occurs, payable each month over the Severance Period); (Eiii) the balance of any annual or long-term cash incentive awards earned (but not yet paid) pursuant to the terms of the applicable programs; (F) any restricted stock award outstanding at the time of such termination of employment shall become fully vested, and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (G) any stock option or other equity award outstanding at the time of termination shall become fully vested, and he shall have the right to exercise any such award for the remainder Options to the extent vested pursuant to the vesting schedule set forth in Section 6(b), but as provided in Section 6(c), only until the third anniversary of the lesser of (a) thirty six (36) months from the date of the Executive's termination without Cause (other than due to Disability or (bdeath) or the full original term of Executive's Constructive Termination, as the option (notwithstanding any contrary provision of any plan or agreement)case may be; (Hiv) any amounts amount earned, accrued or owing to the Executive but not yet paid under this AgreementSection 8 herein; (I) continued participation in all medical, dental, hospitalization and life insurance coverage and in other employee welfare benefit plans or programs in which he was participating on the date of the termination of his employment until the end of the Severance Period; provided that the Company's obligations under this clause (J) shall be reduced to the extent that the Executive receives similar coverage and benefits under the plans and programs of a subsequent employer: and provided, further, that (x) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause, he shall be provided with the after-tax economic equivalent of the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (J) of this Section 9(d), (y) the economic equivalent of any benefit foregone shall be deemed to be the lowest cost that would be incurred by the Executive in obtaining such benefit himself on an individual basis, and (z) payment of such after-tax economic equivalent shall be made quarterly in advance; (J) the Executive shall not be required to repay the Company the amount of the Cash Payment; (K) the Executive shall not be required to repay the Loan; and (Lv) other or additional benefits in accordance with applicable the plans and programs of the Company referred to in Section 7 herein; and (vi) until the earlier of (1) the second anniversary of the date of termination or (2) the date the Executive accepts other employment: (A) reimbursement for any employee benefit contribution paid by the Executive or the Executive's family pursuant to COBRA; (B) outplacement services at the expense of the Company commensurate with those provided to terminated executives of comparable level and made available through and at the facilities of a reputable and experienced vendor; and (C) use of personal, financial and legal counseling services through the vendor engaged by the Executive and paid for by the Company, up to a maximum of $10,000 per year. If it is determined that any payment or distribution by the Company to the Executive pursuant to Section 9(d) (determined without regard to any additional payments required pursuant to this sentence) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or by similar provisions of state or local tax laws applicable to the Executive or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax and similar provisions, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive with respect to each Payment an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

Termination Without Cause or Constructive Termination. (i) A Constructive Termination shall not take effect unless the provisions of this paragraph 9(d)(i) are complied with. The Company shall be given written notice by the Executive of the intention to terminate his employment on account of a Constructive Termination, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed Constructive Termination is based and (B) to be given within six months of the Executive learning of such act or acts or failure or failures to act. The Company shall have 30 days after the date that such written notice has been given to the Company in which to cure such conduct, to the extent such cure is possible. (ii) In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination, the Executive shall be entitled to: (A) Base Salary through the date of termination of the Executive's employment; (B) Base Salary, at the monthly rate in effect on the date of termination of the Executive's employment (or in the event a reduction in Base Salary is the basis for a Constructive Termination, then the Base Salary in effect immediately prior to such reduction), payable each month for an additional thirty six (36) months following such termination (the "Severance Period"). (C) pro-rata annual bonus for the year in which termination occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination; (D) an amount equal to one-twelfth (1/12) of the Target Bonus amount for the year in which termination occurs, payable each month over the Severance Period; (E) the balance of any annual or long-term cash incentive awards earned (but not yet paid) pursuant to the terms of the applicable programs; (F) any restricted stock award outstanding at the time of such termination of employment shall become fully vested, and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (G) any stock option or other equity award outstanding at the time of termination shall become fully vested, and he shall have the right to exercise any such award for the remainder of the lesser of (a) thirty six (36) months from the date of termination or (b) the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (H) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement; (I) continued participation in all medical, dental, hospitalization and life insurance coverage and in other employee welfare benefit plans or programs in which he was participating on the date of the termination of his employment until the end of the Severance Period; provided that the Company's obligations under this clause (J) shall be reduced to the extent that the Executive receives similar coverage and benefits under the plans and programs of a subsequent employer: and provided, further, that (x) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause, he shall be provided with the after-tax economic equivalent of the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (J) of this Section 9(d), (y) the economic equivalent of any benefit foregone shall be deemed to be the lowest cost that would be incurred by the Executive in obtaining such benefit himself on an individual basis, and (z) payment of such after-tax economic equivalent shall be made quarterly in advance; (J) the Executive shall not be required to repay the Company the amount of the Cash Payment; (K) the Executive shall not be required to repay the Loan; (L) the Executive shall be fully vested in the Accrued Benefit under the SERP (as defined therein) based upon five (5) years service with the Company, which benefit shall be payable to the Executive in the form of an actuarially equivalent lump sum distribution promptly following termination; and (LM) the Company will reimburse the reasonable realtor commission related to the sale of the Executive's Michigan residence. The Company will also pay the Executive an amount equal to the difference, if any, between the amount paid by the Executive for his Michigan residence, plus any improvements (receipts for purchase price and any improvements shall be submitted to the Company as documentation) and the amount for which the Executive is able to sell the home. In addition, the Company will provide standard company reimbursement for the relocation cost of household goods not normally borne by the immediate successor employer, provided the relocation occurs within 36 months of termination. Payments made to the Executive, as specified in this paragraph, will be grossed up to offset applicable state and federal income taxes. (N) other or additional benefits in accordance with applicable plans and programs of the Company.

Termination Without Cause or Constructive Termination. (i) A Constructive Termination shall not take effect unless the provisions of this paragraph 9(d)(i) are complied with. The Company shall be given written notice by the Executive of the intention to terminate his employment on account of a Constructive Termination, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed Constructive Termination is based and (B) to be given within six months of the Executive learning of such act or acts or failure or failures to act. The Company shall have 30 days after the date that such written notice has been given to the Company in which to cure such conduct, to the extent such cure is possible. (ii) In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination, the Executive shall be entitled to: (A) Base Salary through the date of termination of the Executive's employment; (B) Base Salary, at the monthly rate in effect on the date of termination of the Executive's employment (or in the event a reduction in Base Salary is the basis for a Constructive Termination, then the Base Salary in effect immediately prior to such reduction), payable each month for an additional thirty six twenty four (3624) months following such termination (the "Severance Period"). (C) pro-rata annual bonus for the year in which termination occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination; (D) an amount equal to one-twelfth (1/12) of the Target Bonus amount for the year in which termination occurs, payable each month over the Severance Period; (E) the balance of any annual or long-term cash incentive awards earned (but not yet paid) pursuant to the terms of the applicable programs; (F) any restricted stock award outstanding at the time of such termination of employment shall become fully vested, and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (G) any stock option or other equity award outstanding at the time of termination shall become fully vested, and he shall have the right to exercise any such award for the remainder of the lesser of (a) thirty six (36) months from the date of termination or (b) the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (H) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement; (IH) continued participation in all medical, dental, hospitalization and life insurance coverage and in other employee welfare benefit plans or programs in which he was participating on the date of the termination of his employment until the end of the Severance Period; provided that the Company's obligations under this clause (J) shall be reduced to the extent that the Executive receives similar coverage and benefits under the plans and programs of a subsequent employer: and provided, further, that (x) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause, he shall be provided with the after-tax economic equivalent of the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (J) of this Section 9(d), (y) the economic equivalent of any benefit foregone shall be deemed to be the lowest cost that would be incurred by the Executive in obtaining such benefit himself on an individual basis, and (z) payment of such after-tax economic equivalent shall be made quarterly in advance; (JI) the Executive shall not be required to repay the Company the amount of the Cash Payment; (KJ) the Executive shall not be required to repay the Pro Rata Balance of the Loan; and (LK) other or additional benefits in accordance with applicable plans and programs of the Company.

Termination Without Cause or Constructive Termination. (i) A Constructive Termination shall not take effect unless the provisions of this paragraph 9(d)(i) are complied with. The Company shall be given written notice by the Executive of the intention to terminate his employment on account of a Constructive Termination, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed Constructive Termination is based and (B) to be given within six months of the Executive learning of such act or acts or failure or failures to act. The Company shall have 30 days after the date that such written notice has been given to the Company in which to cure such conduct, to the extent such cure is possible. (ii) In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination, the Executive shall be entitled toto receive: (A) Base Salary through the date of termination of the Executive's employment; (B) if such termination occurs prior to the Restructuring Date, a lump sum cash payment equal to the Executive's annual Base Salary, at the monthly rate Salary in effect on the date of termination of the Executive's employment (or in the event a reduction in Base Salary is the basis for a Constructive Termination, then the Base Salary in effect immediately prior to such reduction), payable each month for an additional thirty six (36) months following such termination (the "Severance Period").; (C) pro-rata annual bonus for if such termination occurs prior to the year Restructuring Date and the Restructuring Date occurs within 12 months following such termination, a lump sum cash payment of $525,000 to be paid promptly, but in which termination occursno event later than 10 days, based on following the Target Bonus for such year, payable in a single installment promptly following terminationRestructuring Date; (D) an amount equal to one-twelfth (1/12) of the Target Bonus amount for the year in which termination occurs, payable each month over the Severance Period; (E) the balance of any annual or long-term cash incentive awards earned (but not yet paid) pursuant to the terms of the applicable programs; (F) any restricted stock award outstanding at the time of such termination of employment shall become fully vested, and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (G) any stock option or other equity award outstanding at the time of termination shall become fully vested, and he shall have the right to exercise any such award for the remainder of the lesser of (a) thirty six (36) months from the date of termination or (b) the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (H) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement; (IE) continued participation in all medical, dental, hospitalization and life insurance coverage and in other employee welfare benefit plans or programs in which he was participating on the date of the termination of his employment until the end of the Severance Periodfor an additional 12 months following such termination; provided that the Company's obligations under this clause (JE) shall be reduced to the extent that the Executive receives similar coverage and benefits under the plans and programs of a subsequent employer: and provided, further, that (x) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause, he shall be provided with the after-tax economic equivalent of the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (JE) of this Section 9(d), (y) the economic equivalent of any benefit foregone shall be deemed to be the lowest cost that would be incurred by the Executive in obtaining such benefit himself on an individual basis, and (z) payment of such after-tax economic equivalent shall be made quarterly in advance; (J) the Executive shall not be required to repay the Company the amount of the Cash Payment; (K) the Executive shall not be required to repay the Loan; and (LF) other or additional benefits in accordance with applicable plans and programs of the Company.

Termination Without Cause or Constructive Termination. (i) A Constructive Termination shall not take effect unless the provisions of this paragraph 9(d)(i(i) are complied with. The Company shall be given written notice by the Executive of the intention to terminate his employment on account of a Constructive Termination, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed Constructive Termination is based and (B) to be given within six months of the Executive learning of such act or acts or failure or failures to act. The Company shall have 30 days after the date that such written notice has been given to the Company in which to cure such conduct, to the extent such cure is possible. (ii) In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination, the Executive shall be entitled to: (A) Base Salary Salary-through the date of termination of the Executive's employment; (B) Base Salary, at the monthly rate in effect on the date of termination of the Executive's employment (or in the event a reduction in Base Salary is the basis for a Constructive Termination, then the Base Salary in effect immediately prior to such reduction), payable each month for an additional thirty a period of thirty-six (36) months following such the date of termination (the "Severance Period").; provided that the Executive and the Company may agree that the Company shall pay him the present value of such salary continuation payments in a lump sum (using as the discount rate the Applicable Federal Rate for short-term Treasury obligations as published by the Internal Revenue Service for the month in which such termination occurs); (C) pro-rata annual bonus for the year in which termination occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination; (D) an amount equal to one-twelfth (1/12) of the Target Bonus amount for the year in which termination occurs, payable each month over the Severance Period; (E) the balance of any annual or long-term cash incentive awards earned (but not yet paid) pursuant to the terms of the applicable programs; (F) any restricted stock award outstanding at the time of such termination of employment shall become fully vested, and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (G) any stock option or other equity award outstanding at the time of termination shall become fully vested, and he shall have the right to exercise any such award for the remainder of the lesser of (a) thirty six (36) months from the date of termination or (b) the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (H) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement; (I) continued participation in all medical, dental, hospitalization and life insurance coverage and in other employee welfare benefit plans or programs in which he was participating on the date of the termination of his employment until the end of the Severance Period; provided that the Company's obligations under this clause (J) shall be reduced to Executive and the extent Company may agree that the Executive receives similar coverage and benefits under Company shall pay him the plans and programs of a subsequent employer: and provided, further, that (x) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause, he shall be provided with the after-tax economic equivalent of the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (J) of this Section 9(d), (y) the economic equivalent of any benefit foregone shall be deemed to be the lowest cost that would be incurred by the Executive in obtaining such benefit himself on an individual basis, and (z) payment present value of such after-tax economic equivalent shall be made quarterly bonus amount in advancea lump sum (using the discount referred to in Section 11(d)(ii)(B) above); (J) the Executive shall not be required to repay the Company the amount of the Cash Payment; (K) the Executive shall not be required to repay the Loan; and (L) other or additional benefits in accordance with applicable plans and programs of the Company.