Common use of Additional Benefits Clause in Contracts

Additional Benefits. If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Employer shall provide to the Executive the following additional benefits: (i) The Executive shall receive until the end of the first (1st) calendar year following the calendar year in which the Executive’s Separation from Service occurs, at the expense of the Employer, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the Employer; provided that the cost to the Employer of such services shall not exceed five (5)% of the Executive’s Annual Base Salary. (ii) Until the earlier of the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the Employer, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv) and, if necessary, the Employer shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer shall make a cash equivalent payment to the Employer equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. If the Executive is entitled to the Termination Payment pursuant to Section 2(b), then within ten (10) days following the Change in Control of the Company (determined without regard to Section 2(b)), the Employer shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control of the Company (determined without regard to Section 2(b)). (iii) The Employer shall bear up to $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 9. (iv) The Employer shall cause the Executive to be fully and immediately vested in any benefits under the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans (the “Plans”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer.

Additional Benefits. If there is a Covered Termination and the Executive is entitled to Accrued Benefits Benefits, the Termination Payment and the Termination PaymentProrated Bonus, then the Employer Company shall provide to the Executive the following additional benefits: (i) The Executive shall receive receive, until the end of the first (1st) second calendar year following the calendar year in which the Executive’s Separation from Service occurs, at the expense of the EmployerCompany, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the EmployerCompany; provided that the cost to the Employer Company of such services shall not exceed five (5)% 10% of the Executive’s Annual Base Salary. (ii) Until the earlier of the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the : (A) The Executive shall continue to be covered, at the expense of the EmployerCompany, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given. If, subject to the following: (A) Following following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, then benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv) and, if necessary, the Employer Company shall amend such health plan to comply therewith. If, following the end of the COBRA continuation period, the Company’s health plan does not permit continued coverage by Executive and his covered dependents, then the Company may satisfy its obligations hereunder by purchasing an individual insurance policy on Executive’s and his covered dependents’ behalf or enrolling Executive and his covered dependents in a state-sponsored high risk health pool if individual insurance is not able to be obtained, all at the Company’s expense. (B) During If the Executive elects to convert his group life insurance to an individual policy, then the Company shall pay the Executive’s premiums for such conversion policies. Notwithstanding the foregoing, if the Executive’s Termination Payment is delayed for six (6) months following his Separation from Service, then during the first six (6) months following the Executive’s Separation from Service, the Executive shall pay the Employer for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After conversion premiums and after the end of such six (6) month period, the Employer Company shall make a cash equivalent payment to the Employer Executive equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwisewithout interest thereon. If the Executive is entitled to the Termination Payment pursuant to Section 2(b), then within ten (10) days following the Change in Control of the Company (determined without regard to Section 2(b)), the Employer Company shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control of the Company (determined without regard to Section 2(b)). (iii) The Employer Company shall bear reimburse the Executive for up to $10,000 15,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 9. (iv) The Employer shall cause the Executive to be fully and immediately vested in any benefits under the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans (the “Plans”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer.

Additional Benefits. If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Employer Company shall provide to the Executive the following additional benefits: (i) The Executive shall receive until the end of the first (1st) second calendar year following the calendar year in which the Executive’s Separation from Service occurs, at the expense of the EmployerCompany, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the EmployerCompany; provided that the cost to the Employer Company of such services shall not exceed five (5)% 10% of the Executive’s Annual Base Salary. (ii) Until the earlier of the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the EmployerCompany, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv) and, if necessary, the Employer Company shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer Company for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer Company shall make a cash equivalent payment to the Employer Executive equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer Company for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer Company nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. If the Executive is entitled to the Termination Payment pursuant to Section 2(b), then within ten (10) days following the Change in Control of the Company (determined without regard to Section 2(b)), the Employer Company shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control of the Company (determined without regard to Section 2(b)). (iii) The Employer Company shall bear up to $10,000 15,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 9. (iv) The Employer Company shall cause the Executive to be fully and immediately vested in any benefits his accrued benefit under the Employer’s retirement Pentair, Inc. 1999 Supplemental Executive Retirement Plan (“SERP”) and the Pentair, Inc. Restoration Plan (“Restoration Plan”) or any successor plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans thereto (the “Plans”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer. The amount of benefits under the Plans shall be determined as if the Executive had completed additional years of Benefit Service (as such term is defined in the Plans) equal to the lesser of (A) three years or (B) the greater of (x) seven minus the years of Benefit Service credited to such Executive under the Plans, determined without regard to the terms of this Agreement, as of the end of the calendar year which includes the date of the Change in Control of the Company, or (y) zero. In addition, if the Executive is described in Appendix A to the SERP, the additional benefit therein provided for the Executive shall be fully vested and the amount of such additional benefit shall be no less than if the Executive had continued in qualified employment through the end of the calendar year in which he would attain age 62. In addition, the Executive’s accrued benefit under the Restoration Plan shall be appropriately increased by the value of the Executive’s accrued benefit, if any, under the Company’s tax-qualified defined benefit plan which is forfeited due to the Executive’s failure to become fully vested thereunder.

Additional Benefits. If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Employer Company shall provide to the Executive the following additional benefits: (i) The Executive shall receive until the end of the first (1st) second calendar year following the calendar year in which the Executive’s Separation from Service occurs, at the expense of the EmployerCompany, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the EmployerCompany; provided that the cost to the Employer Company of such services shall not exceed five (5)% 10% of the Executive’s Annual Base Salary. (ii) Until the earlier of the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the EmployerCompany, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv) and, if necessary, the Employer Company shall amend such health plan to comply therewith. (B) During To the extent required to comply with Code Section 409A, during the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer Company for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. .. After the end of such six month period, the Employer Company shall make a cash equivalent payment to the Employer Executive equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer Company for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer Company nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. If the Executive is entitled to the Termination Payment pursuant to Section 2(b), then within ten (10) days following the Change in Control of the Company (determined without regard to Section 2(b)), the Employer shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control of the Company (determined without regard to Section 2(b)). (iii) The Employer Company shall bear up to $10,000 15,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 9. (iv) The Employer Company shall cause the Executive to be fully and immediately vested in any benefits his or her account under the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans (the “Plans”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer.

Additional Benefits. If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Employer Company shall provide to the Executive the following additional benefits: (i) The Executive shall receive until the end of the first (1st) second calendar year following the calendar year in which the Executive’s Separation from Service occurs, at the expense of the EmployerCompany, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the EmployerCompany; provided that the cost to the Employer Company of such services shall not exceed five (5)% 10% of the Executive’s Annual Base Salary. (ii) Until the earlier of the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the EmployerCompany, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following If applicable, following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Employer Company shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer shall make a cash equivalent payment to the Employer equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. If the Executive is entitled to the Termination Payment pursuant to Section 2(b), then within ten (10) days following the Change in Control of Control, the Company (determined without regard to Section 2(b)), the Employer shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control of the Company (determined without regard to Section 2(b))Control. (iii) The Employer Company shall bear up to $10,000 15,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 9. (iv) The Employer Company shall cause the Executive to be fully and immediately vested in his accrued benefit under any supplemental executive retirement plan of the Employer providing benefits under for the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans Executive (the “PlansSERP”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer. In addition, the Company shall cause the Executive to be deemed to have satisfied any minimum years of service requirement under the SERP for subsidized early retirement benefits regardless of the Executive’s age and service at the Termination Date; provided, however, that SERP benefits will be based on service to date with no additional credit for service or age beyond such Termination Date. (v) On the Termination Date, for purposes of determining Executive’s eligibility for post-retirement benefits under any welfare benefit plan (as defined in Section 3(1) of the Employee Retirement Security Act of 1974, as amended) maintained by the Company immediately prior to the Change in Control of the Company and in which Executive participated, immediately prior to the Change in Control of the Company, Executive shall be credited with the excess of two (2) years of participation in the applicable medical plan and two (2) years of age over the actual years and fractional years of participation and age credited to Executive as of the Change in Control of the Company. If after taking into account such participation and age, Executive would have been eligible to receive such post-retirement benefits had Executive retired immediately prior to the Change in Control of the Company, Executive shall receive, commencing on the Termination Date, post-retirement benefits based on the terms and conditions of the applicable plans in effect immediately prior to the Change in Control of the Company. If applicable, following the end of the COBRA continuation period, if such post-retirement welfare benefits are provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Company shall amend such health plan to comply therewith. (vi) At the same time as the Termination Payment is made, the Company shall pay the Executive an amount equal to the value of the retirement benefits under the various retirement benefits plans of the Company (both qualified and non-qualified) that the Executive is participating in as of the Termination Date, and that would have accrued had Executive been an active employee receiving his Annual Base Salary under such plans for an additional period of two (2) years following the Termination Date. For purposes of calculating this payment for any defined benefit pension plan (whether qualified or nonqualified), if any, the value shall be determined as a single sum present value, calculated assuming that the benefits commence on the earliest date following termination on which the Executive would be eligible to commence benefits under the such plan(s), and the actuarial factors used shall be the factors utilized in the qualified defined benefit pension plan to determine lump sum payments as of the Termination Date. For purposes of calculating this payment for any defined contribution plan (whether qualified or nonqualified), if any, the value shall be determined as a single sum amount equal to the employer non-matching and non-elective deferral contributions that would have been made for the Executive, assuming that the contribution formulas are the same as in effect on the Termination Date, but determined without regard to any interest such amounts would have earned. (vii) The Company shall cause all cash and equity-based performance plan awards (including any performance shares or performance share units) granted to the Executive pursuant to any long-term incentive plan maintained by the Company to be paid out at target, as if all performance requirements had been satisfied, on a pro rata basis based on the completed portion of each award cycle, reduced, but not below zero, by the amount payable as an Accrued Benefit pursuant to Section 1(b)(iv)(B) to the extent such Accrued Benefit amount relates to the same performance plan award(s) and the same period of time as are described in this clause (vii). (viii) The Executive shall, after the Termination Date, retain all rights to indemnification under applicable law or under the Company’s Certificate of Incorporation or By-Laws, as they may be amended or restated from time to time, to the extent any such amendment or restatement expands the Executive’s rights to indemnification. In addition, the Company shall maintain Director’s and Officer’s liability insurance on behalf of the Executive, provided the Executive is eligible to be covered and has in fact been covered by such insurance, at the highest level in effect immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the termination of the Executive’s employment) including any such insurance that was reduced prior to a Change in Control of the Company at the request of the person or entity acquiring control of the Company or reasonably shown to be related to the Change in Control of the Company, for the seven (7) year period following the Termination Date.

Additional Benefits. If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Employer Company shall provide to the Executive the following additional benefits: (i) The Executive shall receive until the end of the first (1st) second calendar year following the calendar year in which the Executive’s Separation from Service occurs, at the expense of the EmployerCompany, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the EmployerCompany; provided that the cost to the Employer Company of such services shall not exceed five (5)% 10% of the Executive’s Annual Base Salary. (ii) Until the earlier of the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the EmployerCompany, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv) and, if necessary, the Employer Company shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer shall make a cash equivalent payment to the Employer equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. If the Executive is entitled to the Termination Payment pursuant to Section 2(b), then within ten (10) days following the Change in Control of the Company (determined without regard to Section 2(b)), the Employer Company shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control of the Company (determined without regard to Section 2(b)). (B) To the extent required to comply with Code Section 409A, during the first six months following the Executive’s Separation from Service, the Executive shall pay the Company for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy.. After the end of such six month period, the Company shall make a cash equivalent payment to the Executive equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Company for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Company nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. (iii) The Employer Company shall bear up to $10,000 15,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 9. (iv) [For executive officers other than CEO: The Employer Company shall cause the Executive to be fully and immediately vested in his account under any benefits nonqualified defined contribution retirement plan of the Employer.] [For CEO: The Company shall cause the Executive to be fully and immediately vested in his accrued benefit under the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans nVent Electric plc Supplemental Executive Retirement Plan (the “PlansSERP”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer. The amount of benefits under the SERP shall be determined as if the Executive had completed additional years of Benefit Service (as such term is defined in the SERP) equal to the lesser of (A) three years or (B) the greater of (x) seven minus the years of Benefit Service credited to such Executive under the SERP, determined without regard to the terms of this Agreement, as of the end of the calendar year which includes the date of the Change in Control of the Company, or (y) zero.]

Additional Benefits. If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Employer Executive shall provide be entitled to the Executive the following additional benefits: (i) The Executive shall receive until the end of the first (1st) calendar year following the calendar year in which the Executive’s Separation from Service occurs, at the expense of the Employer, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the Employer; provided that the cost to the Employer of such services shall not exceed five (5)% of the Executive’s Annual Base Salary. (ii) Until the earlier of the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which that in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the EmployerCompany, by the same or equivalent most favorable life insurance, hospitalization, medical and dental coverage and other welfare benefits provided to the Executive and the Executive’s family during the 180-day period immediately preceding the Effective Date or at any time thereafter or, if more favorable to the Executive, coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following If applicable, following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Employer Company shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer for Company the cost of any life insurance coverage for the Executive that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer Company shall make a cash equivalent payment to the Employer Executive (with interest at Prime, compounded quarterly) equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer Company for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwiseperiod. If the Executive is entitled to the Termination Payment pursuant to Section 2(b12(b), then within ten (10) days following on the first anniversary of the Change in Control of Control, the Company (determined without regard to Section 2(b)), the Employer shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date such first anniversary of the Change in Control Control. (ii) The Executive shall receive, until the end of the second calendar year following the calendar year in which the Separation from Service occurs, at the expense of the Company, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s most senior status with the Company during the 180-day period prior to the Effective Date (determined without regard or, if higher, at any time after the Effective Date), provided by a nationally recognized executive placement firm selected by the Company with the consent of the Executive, which consent will not be unreasonably withheld; provided that the cost to Section 2(b))the Company of such services shall not exceed 15 percent of the Annual Base Salary. (iii) The Employer Company shall bear up to $10,000 5,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors (other than the National Tax Counsel) engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 98. (iv) The Employer shall cause the Executive to be fully and immediately vested in any benefits under the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans (the “Plans”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer.

Additional Benefits. If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Employer Executive shall provide be entitled to the Executive the following additional benefits: (i) The Executive shall receive until the end of the first (1st) calendar year following the calendar year in which the Executive’s Separation from Service occurs, at the expense of the Employer, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the Employer; provided that the cost to the Employer of such services shall not exceed five (5)% of the Executive’s Annual Base Salary. (ii) Until the earlier of the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which that in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the EmployerCompany, by the same or equivalent most favorable life insurance, hospitalization, medical and dental coverage and other welfare benefits provided to the Executive and the Executive’s family during the 180-day period immediately preceding the Effective Date or at any time thereafter or, if more favorable to the Executive, coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following If applicable, following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Employer Company shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer for Company the cost of any life insurance coverage for the Executive that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer Company shall make a cash equivalent payment to the Employer Executive (with interest at Prime, compounded quarterly) equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer Company for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwiseperiod. If the Executive is entitled to the Termination Payment pursuant to Section 2(b12(b), then within ten (10) days following the Change in Control of Control, the Company (determined without regard to Section 2(b)), the Employer shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control Control. (ii) The Executive shall receive, until the end of the second calendar year following the calendar year in which the Separation from Service occurs, at the expense of the Company, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s most senior status with the Company during the 180-day period prior to the Effective Date (determined without regard or, if higher, at any time after the Effective Date), provided by a nationally recognized executive placement firm selected by the Company with the consent of the Executive, which consent will not be unreasonably withheld; provided that the cost to Section 2(b))the Company of such services shall not exceed 15 percent of the Annual Base Salary. (iii) The Employer Company shall bear up to $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors (other than the National Tax Counsel) engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 98. (iv) The Employer shall cause the Executive to be fully and immediately vested in any benefits under the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans (the “Plans”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer.

Additional Benefits. If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Employer Company shall provide to the Executive the following additional benefits: (i) The Executive shall receive until the end of the first (1st) second calendar year following the calendar year in which the Executive’s Separation from Service occurs, at the expense of the EmployerCompany, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the EmployerCompany; provided that the cost to the Employer Company of such services shall not exceed five (5)% 10% of the Executive’s Annual Base Salary. (ii) Until the earlier of the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the EmployerCompany, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv) and, if necessary, the Employer Company shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer shall make a cash equivalent payment to the Employer equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. If the Executive is entitled to the Termination Payment pursuant to Section 2(b), then within ten (10) days following the Change in Control of the Company (determined without regard to Section 2(b)), the Employer Company shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control of the Company (determined without regard to Section 2(b)). (B) To the extent required to comply with Code Section 409A, during the first six months following the Executive’s Separation from Service, the Executive shall pay the Company for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy.. After the end of such six month period, the Company shall make a cash equivalent payment to the Executive equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Company for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Company nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. (iii) The Employer Company shall bear up to $10,000 15,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 9. (iv) The Employer Company shall cause the Executive to be fully and immediately vested in any benefits his accrued benefit under the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans Pentair, Inc. Supplemental Executive Retirement Plan (the “PlansSERP”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer. The amount of benefits under the SERP shall be determined as if the Executive had completed additional years of Benefit Service (as such term is defined in the SERP) equal to the lesser of (A) three years or (B) the greater of (x) seven minus the years of Benefit Service credited to such Executive under the SERP, determined without regard to the terms of this Agreement, as of the end of the calendar year which includes the date of the Change in Control of the Company, or (y) zero.

Additional Benefits. If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Employer Company shall provide to the Executive the following additional benefits: (i) The Executive shall receive until the end of the first (1st) second calendar year following the calendar year in which the Executive’s Separation from Service occurs, at the expense of the EmployerCompany, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the EmployerCompany; provided that the cost to the Employer Company of such services shall not exceed five (5)% 10% of the Executive’s Annual Base Salary. (ii) Until the earlier of the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the EmployerCompany, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following If applicable, following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Employer Company shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer Company for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer Company shall make a cash equivalent payment to the Employer Executive equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer Company for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwiseperiod. If the Executive is entitled to the Termination Payment pursuant to Section 2(b), then within ten (10) days following the Change in Control of Control, the Company (determined without regard to Section 2(b)), the Employer shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control of the Company (determined without regard to Section 2(b))Control. (iii) The Employer Company shall bear up to $10,000 15,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 9. (iv) The Employer Company shall cause the Executive to be fully and immediately vested in his accrued benefit under any supplemental executive retirement plan of the Employer providing benefits under for the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans Executive (the “PlansSERP”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer. In addition, the Company shall cause the Executive to be deemed to have satisfied any minimum years of service requirement under the SERP for subsidized early retirement benefits regardless of the Executive’s age and service at the Termination Date; provided, however, that SERP benefits will be based on service to date with no additional credit for service or age beyond such Termination Date. (v) On the Termination Date, for purposes of determining Executive’s eligibility for post-retirement benefits under any welfare benefit plan (as defined in Section 3(1) of the Employee Retirement Security Act of 1974, as amended) maintained by the Company immediately prior to the Change in Control of the Company and in which Executive participated, immediately prior to the Change in Control of the Company, Executive shall be credited with the excess of two (2) years of participation in the applicable medical plan and two (2) years of age over the actual years and fractional years of participation and age credited to Executive as of the Change in Control of the Company. If the Executive is less than 60 years of age, he shall be credited with a minimum age of 60 years. If after taking into account such participation and age, Executive would have been eligible to receive such post-retirement benefits had Executive retired immediately prior to the Change in Control of the Company, Executive shall receive, commencing on the Termination Date, post-retirement benefits based on the terms and conditions of the applicable plans in effect immediately prior to the Change in Control of the Company. If applicable, following the end of the COBRA continuation period, if such post-retirement welfare benefits are provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Company shall amend such health plan to comply therewith. (vi) At the same time as the Termination Payment is made, the Company shall pay the Executive an amount equal to the value of the retirement benefits under the various retirement benefits plans of the Company (both qualified and non-qualified) that the Executive is participating in as of the Termination Date, and that would have accrued had Executive been an active employee receiving his Annual Base Salary under such plans for an additional period of two (2) years following the Termination Date. For purposes of calculating this payment for any defined benefit pension plan (whether qualified or nonqualified), if any, the value shall be determined as a single sum present value, calculated assuming that the benefits commence on the earliest date following termination on which the Executive would be eligible to commence benefits under the such plan(s), and the actuarial factors used shall be the factors utilized in the qualified defined benefit pension plan to determine lump sum payments as of the Termination Date. For purposes of calculating this payment for any defined contribution plan (whether qualified or nonqualified), if any, the value shall be determined as a single sum amount equal to the employer non-matching and non-elective deferral contributions that would have been made for the Executive, assuming that the contribution formulas are the same as in effect on the Termination Date, but determined without regard to any interest such amounts would have earned. (vii) The Company shall cause all performance plan awards granted to the Executive pursuant to any long-term incentive plan maintained by the Company to be paid out at target, as if all performance requirements had been satisfied, on a pro rata basis based on the completed portion of each award cycle, reduced, but not below zero, by the amount payable as an Accrued Benefit pursuant to Section 1(b)(iv)(B) to the extent such Accrued Benefit amount relates to the same performance plan award(s) and the same period of time as are described in this clause (vii). (viii) The Executive shall, after the Termination Date, retain all rights to indemnification under applicable law or under the Company’s Certificate of Incorporation or By-Laws, as they may be amended or restated from time to time, to the extent any such amendment or restatement expands the Executive’s rights to indemnification. In addition, the Company shall maintain Director’s and Officer’s liability insurance on behalf of the Executive, provided the Executive is eligible to be covered and has in fact been covered by such insurance, at the highest level in effect immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the termination of the Executive’s employment) including any such insurance that was reduced prior to a Change in Control of the Company at the request of the person or entity acquiring control of the Company or reasonably shown to be related to the Change in Control of the Company, for the seven (7) year period following the Termination Date.

Additional Benefits. If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Employer Executive shall provide be entitled to the Executive the following additional benefits: (i) [A only] The Executive shall receive will be entitled to a cash lump sum payment equal to the present value of the future contributions that would have been made or credited on the Executive’s behalf to the Midwest Air Group, Inc. Retirement Account Plan and the Employer’s Supplemental Benefits Plan (or any successors to such plans) if the Executive had continued to work until the December 31 following the end of the first three-year Employment Period at a salary rate equal to the Executive’s Annual Base Salary. The present value of each future contribution will be determined as if the contribution were made or credited to each plan as of December 31 of the year for which the payment or credit would be due, by applying the discount rate that would be used to determine present value under Internal Revenue Code section 417(e) (1st) calendar or any successor statute of similar import), using the rate of interest for the month of November in the year following preceding the calendar year in which the Executive’s Separation from Service occurs, at the expense of the Employer, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer immediately prior lump sum payment is due. A future contribution that is actually due to the date of the Change in Control of the Company (or, if higher, immediately prior be made or credited to the Executive’s Termination account under either of Employment), provided by a nationally recognized executive placement firm selected by the Employer; provided that the cost to the Employer of such services shall not exceed five (5)% of the Executive’s Annual Base Salary.the (ii) Until the earlier earliest of (A) the end of the Employment Period Period, (B) the end of the period required to avoid the additional 20% income tax under Code Section 409A (if any), or (C) such time as the Executive has obtained new employment and is covered by benefits which that in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the EmployerCompany, by the same or equivalent most favorable life insurance, hospitalization, medical and dental coverage and other welfare benefits provided to the Executive and the Executive’s family during the 180-day period immediately preceding the Effective Date or at any time thereafter or, if more favorable to the Executive, coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv) and, if necessary, the Employer shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer shall make a cash equivalent payment to the Employer equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. If the Executive is entitled to the Termination Payment pursuant to Section 2(b), then within ten (10) days following the Change in Control of the Company (determined without regard to Section 2(b)), the Employer shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control of the Company (determined without regard to Section 2(b)). (iii) The Employer Executive shall bear up receive, at the expense of the Company, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s most senior status with the Company during the 180-day period prior to $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged Effective Date (or, if higher, at any time after the Effective Date), provided by a nationally recognized executive placement firm selected by the Executive to advise Company with the Executive as to matters relating consent of the Executive, which consent will not be unreasonably withheld; provided that the cost to the computation of benefits due and payable under this Section 9. (iv) The Employer shall cause the Executive to be fully and immediately vested in any benefits under the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance Company of such plans (the “Plans”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan services shall not exceed 15% of the EmployerExecutive’s Annual Base Salary and further provided that such outplacement services shall cease no later than December 31 of the second calendar year following the calendar year in which the Executive’s Covered Termination occurs.

Additional Benefits. If there the Company is a Covered Termination required to pay to the Executive severance by, and subject to, Sections 7(a) or 7(b) or 7(c), or if the Executive is entitled terminated pursuant to Accrued Benefits and the Termination Payment, then the Employer shall provide to the Executive the following additional benefitsSection 6(b)(l) then: (i) The Such severance shall be paid in addition to any other payments the Company may make to the Executive shall receive until the end (including, without limitation, salary, fringe benefits, and expense reimbursements) in discharge of the first (1st) calendar year following Company’s obligations to the calendar year in which the Executive’s Separation from Service occurs, at the expense of the Employer, outplacement services, on an individualized basis at a level of service commensurate Executive under this Agreement with the Executive’s status respect to periods ending coincident with the Employer immediately or prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the Employer; provided that the cost to the Employer of such services shall not exceed five (5)% of the Executive’s Annual Base SalaryDate. (ii) Until the earlier of the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value Subject to the following benefitsExecutive’s timely and proper election of COBRA continuation coverage, the Executive shall continue to be covered, at the expense of the Employer, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following the end of the Company being eligible to provide COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv) and, if necessarycoverage, the Employer shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer shall make a cash equivalent payment to the Employer equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. If the Executive is entitled to the Termination Payment pursuant to Section 2(b), then within ten (10) days following the Change in Control of the Company (determined without regard to Section 2(b)), the Employer shall reimburse the Executive for any COBRA premiums continuation coverage for twelve full months (or for the Executive paid for his or her hospitalizationlesser duration of such COBRA coverage) beginning with the month following the month in which the Termination Date occurs, medical and dental coverage under COBRA from such that the Executive’s Termination Date through cost of such COBRA coverage shall equal the date cost, if any, that the Executive would pay (on behalf of himself and his spouse and dependents, as applicable) under the Change in Control of Company’s group health plan had the Executive not terminated; provided, that if group health coverage under another group health plan becomes available thereafter to the Executive, the Executive’s spouse, or the Executive’s dependents (as applicable), the Company’s reimbursement obligations under this Section 7(d)(ii) will cease with respect to each person to whom such coverage becomes available. The Executive shall notify the Company (determined without regard immediately upon group health coverage becoming available to Section 2(b))the Executive, the Executive’s spouse, or the Executive’s dependents. (iii) The Employer Payments under Sections 7(a) or 7(b) or 7(c), or payment under the disability insurance policy pursuant to Section 5(c), shall bear up be in lieu of any severance benefits otherwise due to $10,000 in the aggregate of fees and expenses of consultants and/or legal Executive under any severance pay plan or accounting advisors engaged program maintained by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 9Company that covers its employees and/or its executives. (iv) The Employer shall cause the Executive to be fully and immediately vested in any benefits under the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans (the “Plans”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer.

Additional Benefits. If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Employer Company shall provide to the Executive the following additional benefits: (i) The Executive shall receive until the end of the first (1st) calendar year following the calendar year in which the Executive’s Separation from Service occursreceive, at the expense of the EmployerCompany, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer Company immediately prior to the date the Notice of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment)is given, provided by a nationally recognized executive placement firm selected by the EmployerCompany; provided that the cost to the Employer Company of such services shall not exceed five (5)% 10% of the Executive’s Annual Base Salary. (ii) Until the earlier of the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense Employer’s employee rate if during the period the Employer is required to provide medical benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and at the Employer’s retiree medical rate thereafter, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to provided under the medical plan in which the Executive was participating at any time during the 180-day period immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv) and, if necessary, the Employer shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer shall make a cash equivalent payment to the Employer equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. If the Executive is entitled to the Termination Payment pursuant to Section 2(b), then within ten (10) days following the Change in Control of the Company (determined without regard to Section 2(b)), the Employer shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control of the Company (determined without regard to Section 2(b)). (iii) The Employer shall bear up to $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 9. (iv) The Employer Company shall cause the Executive to be fully and immediately vested in any benefits his accrued benefit under the Employer’s retirement Pentair, Inc. 1999 Supplemental Executive Retirement Plan (“SERP”) and the Pentair, Inc. Restoration Plan (“Restoration Plan”) or any successor plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans thereto (the “Plans”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer. In addition, the additional benefit described in Appendix A to the SERP provided for the Executive shall be fully vested and the amount of such additional benefit shall be no less than if the Executive had continued in qualified employment through the end of the calendar year in which he would attain age sixty-two.

Additional Benefits. If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Employer Executive shall provide be entitled to the Executive the following additional benefits: (i) The Executive shall receive until the end of the first (1st) calendar year following the calendar year in which the Executive’s Separation from Service occurs, at the expense of the Employer, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the Employer; provided that the cost to the Employer of such services shall not exceed five (5)% of the Executive’s Annual Base Salary. (ii) Until the earlier of the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which that in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the EmployerCompany, by the same or equivalent most favorable life insurance, hospitalization, medical and dental coverage and other welfare benefits provided to the Executive and the Executive’s family during the 180-day period immediately preceding the Effective Date or at any time thereafter or, if more favorable to the Executive, coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following If applicable, following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Employer Company shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer for Company the cost of any life insurance coverage for the Executive that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer Company shall make a cash equivalent payment to the Employer Executive (with interest at Prime, compounded quarterly) equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer Company for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwiseperiod. If the Executive is entitled to the Termination Payment pursuant to Section 2(b12(b), then within ten (10) days following the Change in Control of Control, the Company (determined without regard to Section 2(b)), the Employer shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control Control. (ii) The Executive shall receive, until the end of the second calendar year following the calendar year in which the Separation from Service occurs, at the expense of the Company, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s most senior status with the Company during the 180-day period prior to the Effective Date (determined without regard or, if higher, at any time after the Effective Date), provided by a nationally recognized executive placement firm selected by the Company with the consent of the Executive, which consent will not be unreasonably withheld; provided that the cost to Section 2(b))the Company of such services shall not exceed 15 percent of the Annual Base Salary. (iii) The Employer Company shall bear up to $10,000 5,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors (other than the National Tax Counsel) engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 98. (iv) The Employer shall cause the Executive to be fully and immediately vested in any benefits under the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans (the “Plans”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer.

Additional Benefits. If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Employer Executive shall provide be entitled to the Executive the following additional benefits: (i) The Executive shall receive until the end of the first (1st) calendar year following the calendar year in which the Executive’s Separation from Service occurs, at the expense of the Employer, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the Employer; provided that the cost to the Employer of such services shall not exceed five (5)% of the Executive’s Annual Base Salary. (ii) Until the earlier of the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which that in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the EmployerCompany, by the same or equivalent most favorable life insurance, hospitalization, medical and dental coverage and other welfare benefits provided to the Executive and the Executive’s family during the 180-day period immediately preceding the Effective Date or at any time thereafter or, if more favorable to the Executive, coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following If applicable, following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Employer Company shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer for Company the cost of any life insurance coverage for the Executive that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer Company shall make a cash equivalent payment to the Employer Executive (with interest at Prime, compounded quarterly) equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer Company for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwiseperiod. If the Executive is entitled to the Termination Payment pursuant to Section 2(b12(b), then within ten (10) days following on the first anniversary of the Change in Control of Control, the Company (determined without regard to Section 2(b)), the Employer shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date such first anniversary of the Change in Control Control. (ii) The Executive shall receive, until the end of the second calendar year following the calendar year in which the Separation from Service occurs, at the expense of the Company, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s most senior status with the Company during the 180‑day period prior to the Effective Date (determined without regard or, if higher, at any time after the Effective Date), provided by a nationally recognized executive placement firm selected by the Company with the consent of the Executive, which consent will not be unreasonably withheld; provided that the cost to Section 2(b))the Company of such services shall not exceed 15 percent of the Annual Base Salary. (iii) The Employer Company shall bear up to $10,000 5,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors (other than the National Tax Counsel) engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 98. (iv) The Employer shall cause the Executive to be fully and immediately vested in any benefits under the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans (the “Plans”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer.

Additional Benefits. If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Employer Company shall provide to the Executive the following additional benefits: (i) The Executive shall receive until the end of the first (1st) second calendar year following the calendar year in which the Executive’s Separation from Service occurs, at the expense of the EmployerCompany, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the EmployerCompany; provided that the cost to the Employer Company of such services shall not exceed five (5)% 10% of the Executive’s Annual Base Salary. (ii) Until the earlier of the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the EmployerCompany, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following If applicable, following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Employer Company shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer Company for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer Company shall make a cash equivalent payment to the Employer Executive equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer Company for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwiseperiod. If the Executive is entitled to the Termination Payment pursuant to Section 2(b), then within ten (10) days following the Change in Control of Control, the Company (determined without regard to Section 2(b)), the Employer shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control of the Company (determined without regard to Section 2(b))Control. (iii) The Employer Company shall bear up to $10,000 15,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 9. (iv) The Employer Company shall cause the Executive to be fully and immediately vested in his accrued benefit under any supplemental executive retirement plan of the Employer providing benefits under for the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans Executive (the “PlansSERP”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer. In addition, the Company shall cause the Executive to be deemed to have satisfied any minimum years of service requirement under the SERP for subsidized early retirement benefits regardless of the Executive’s age and service at the Termination Date; provided, however, that SERP benefits will be based on service to date with no additional credit for service or age beyond such Termination Date. (v) On the Termination Date, for purposes of determining Executive’s eligibility for post-retirement benefits under any welfare benefit plan (as defined in Section 3(1) of the Employee Retirement Security Act of 1974, as amended) maintained by the Company immediately prior to the Change in Control of the Company and in which Executive participated, immediately prior to the Change in Control of the Company, Executive shall be credited with the excess of three (3) years of participation in the applicable medical plan and three (3) years of age over the actual years and fractional years of participation and age credited to Executive as of the Change in Control of the Company. If the Executive is less than 60 years of age, he shall be credited with a minimum age of 60 years. If after taking into account such participation and age, Executive would have been eligible to receive such post-retirement benefits had Executive retired immediately prior to the Change in Control of the Company, Executive shall receive, commencing on the Termination Date, post-retirement benefits based on the terms and conditions of the applicable plans in effect immediately prior to the Change in Control of the Company. If applicable, following the end of the COBRA continuation period, if such post-retirement welfare benefits are provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Company shall amend such health plan to comply therewith. (vi) At the same time as the Termination Payment is made, the Company shall pay the Executive an amount equal to the value of the retirement benefits under the various retirement benefits plans of the Company (both qualified and non-qualified) that the Executive is participating in as of the Termination Date, and that would have accrued had Executive been an active employee receiving his Annual Base Salary under such plans for an additional period of three (3) years following the Termination Date. For purposes of calculating this payment for any defined benefit pension plan (whether qualified or nonqualified), if any, the value shall be determined as a single sum present value, calculated assuming that the benefits commence on the earliest date following termination on which the Executive would be eligible to commence benefits under the such plan(s), and the actuarial factors used shall be the factors utilized in the qualified defined benefit pension plan to determine lump sum payments as of the Termination Date. For purposes of calculating this payment for any defined contribution plan (whether qualified or nonqualified), if any, the value shall be determined as a single sum amount equal to the employer non-matching and non-elective deferral contributions that would have been made for the Executive, assuming that the contribution formulas are the same as in effect on the Termination Date, but determined without regard to any interest such amounts would have earned. (vii) The Company shall cause all performance plan awards granted to the Executive pursuant to any long-term incentive plan maintained by the Company to be paid out at target, as if all performance requirements had been satisfied, on a pro rata basis based on the completed portion of each award cycle, reduced, but not below zero, by the amount payable as an Accrued Benefit pursuant to Section 1(b)(iv)(B) to the extent such Accrued Benefit amount relates to the same performance plan award(s) and the same period of time as are described in this clause (vii). (viii) The Executive shall, after the Termination Date, retain all rights to indemnification under applicable law or under the Company’s Certificate of Incorporation or By-Laws, as they may be amended or restated from time to time, to the extent any such amendment or restatement expands the Executive’s rights to indemnification. In addition, the Company shall maintain Director’s and Officer’s liability insurance on behalf of the Executive, provided the Executive is eligible to be covered and has in fact been covered by such insurance, at the highest level in effect immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the termination of the Executive’s employment) including any such insurance that was reduced prior to a Change in Control of the Company at the request of the person or entity acquiring control of the Company or reasonably shown to be related to the Change in Control of the Company, for the seven (7) year period following the Termination Date.

Additional Benefits. If there is a Covered Termination and In addition to participation in the benefit plans described in subparagraph (a) above, the Company shall provide the Executive is entitled to Accrued Benefits and the Termination Payment, then the Employer shall provide to the Executive with the following additional benefitsbenefits during the term of the Executive's employment hereunder: (i) The Participation in the Company's Executive shall receive until Medical Plan, subject to and in accordance with the end terms of such Plan (which, generally, provides an annual ten thousand dollar ($10,000) family benefit to cover deductibles and co-payments under the SMC Health Care Plan referenced in subparagraph (a) above and any other medical, dental or vision expenses that are not covered by the SMC Health Care Plan or any other health plan sponsored by the Company, but only to the extent any such expenses are deductible under Section 213 of the first (1st) calendar year following the calendar year in which the Executive’s Separation from Service occurs, at the expense of the Employer, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of EmploymentCode), provided by a nationally recognized executive placement firm selected by the Employer; provided that the cost to the Employer of such services shall not exceed five (5)% of the Executive’s Annual Base Salary.; (ii) Until Payment of all premiums for individual and dependent coverage under the earlier of the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the Employer, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following:SMC Health Care Plan; (Aiii) Following the end Reimbursement of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits any premiums payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv) and, if necessary, the Employer shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer shall make a cash equivalent payment to the Employer equal to the aggregate premiums paid by the Executive for such coveragecoverage of the Executive and/or his eligible dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, and thereafter as amended ("COBRA"), to the extent such coverage shall be provided at is required in order to continue the expense of the Employer for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on Executive's prior health care coverage from the date of the Executive’s Separation from Service, neither 's termination of employment with his current employer through the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market first ninety (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. If the Executive is entitled to the Termination Payment pursuant to Section 2(b), then within ten (1090) days following the Change in Control of his employment with the Company (determined without regard to Section 2(b)), the Employer shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control of the Company (determined without regard to Section 2(b)). (iii) The Employer shall bear up to $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 9.hereunder; (iv) The Employer shall cause In accordance with and subject to the conditions provided in subparagraph (a) of Section 3.7 of this Agreement, payment by the Company of certain taxes actually payable by the Executive with respect to any premium payment or reimbursement provided to the Executive under subparagraphs (ii) and (iii) above; (v) Four weeks' paid vacation granted on the Employment Date, and accrued thereafter at the rate of four (4) weeks per year, subject to the terms of the Company's currently existing vacation policy, as from time to time amended; and (vi) The use of a vehicle to be fully provided by the Company, which vehicle shall be an American brand of the Executive's choice with a fair market value no greater than forty-five thousand dollars ($45,000), subject to and immediately vested in any benefits under accordance with the Employer’s retirement plans that include vesting provisions terms of the Company's currently existing policy, as from time to time amended, with respect to executive use of Company vehicles, including without limitation the terms of such policy relating to the extent permitted without jeopardizing the tax-qualified status or legal compliance Company's periodic replacement of such plans (the “Plans”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employervehicles with new vehicles.

Additional Benefits. If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Employer Company shall provide to the Executive the following additional benefits: (i) The Executive shall receive until the end of the first (1st) second calendar year following the calendar year in which the Executive’s Separation from Service termination of employment occurs, at the expense of the EmployerCompany, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination termination of Employmentemployment), provided by a nationally recognized executive placement firm selected by the EmployerCompany; provided that the cost to the Employer Company of such services shall not exceed five (5)% 10% of the Executive’s Annual Base Salary. (ii) Until To the extent permitted by applicable law, until the earlier of the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the EmployerCompany, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv) and, if necessary, the Employer shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer shall make a cash equivalent payment to the Employer equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. If the Executive is entitled to the Termination Payment pursuant to Section 2(b) and the benefits under this subsection (ii), then within ten (10) days following the Change in Control of the Company (determined without regard to Section 2(b)), the Employer Company shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA provided by the Employer from the Executive’s Termination Date through the date of the Change in Control of the Company (determined without regard to Section 2(b)). (iii) The Employer Company shall bear up to $10,000 15,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 9. (iv) The Employer Company shall cause the Executive to be fully and immediately vested in any benefits his account under the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans (the “Plans”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer.

Additional Benefits. If there the Company is a Covered Termination required to pay to the Executive severance by, and subject to, Sections 7(a) or 7(b) or 7(c), or if the Executive is entitled terminated pursuant to Accrued Benefits and the Termination Payment, then the Employer shall provide to the Executive the following additional benefitsSection 6(b)(l) then: (i) The Such severance shall be paid in addition to any other payments the Company may make to the Executive shall receive until the end (including, without limitation, salary, fringe benefits, and expense reimbursements) in discharge of the first (1st) calendar year following Company’s obligations to the calendar year in which the Executive’s Separation from Service occurs, at the expense of the Employer, outplacement services, on an individualized basis at a level of service commensurate Executive under this Agreement with the Executive’s status respect to periods ending coincident with the Employer immediately or prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the Employer; provided that the cost to the Employer of such services shall not exceed five (5)% of the Executive’s Annual Base SalaryDate. (ii) Until the earlier of the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value Subject to the following benefits, the Executive shall continue to be covered, at the expense of the Employer, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv) and, if necessary, the Employer shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Servicetimely and proper election of COBRA continuation coverage, the Executive shall pay the Employer for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer shall make a cash equivalent payment to the Employer equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. If the Executive is entitled to the Termination Payment pursuant to Section 2(b), then within ten (10) days following the Change in Control of the Company (determined without regard to Section 2(b)), the Employer shall reimburse the Executive for any COBRA premiums continuation coverage for twelve full months (or for the lesser duration of such COBRA coverage) beginning with the month following the month in which the Termination Date occurs, such that the Executive's cost of such COBRA coverage shall equal the cost, if any, that the Executive paid for would pay (on behalf of himself and his or her hospitalizationspouse and dependents, medical and dental as applicable) under the Company’s group health plan had the Executive not terminated; provided, that if group health coverage under COBRA from another group health plan becomes available thereafter to the Executive, the Executive’s Termination Date through spouse, or the date of Executive’s dependents (as applicable), the Change in Control of Company’s reimbursement obligations under this Section 7(d)(ii) will cease with respect to each person to whom such coverage becomes available. The Executive shall notify the Company (determined without regard immediately upon group health coverage becoming available to Section 2(b))the Executive, the Executive’s spouse, or the Executive’s dependents. (iii) The Employer Payments under Sections 7(a) or 7(b) or 7(c), or payment under the disability insurance policy pursuant to Section 5(c), shall bear up be in lieu of any severance benefits otherwise due to $10,000 in the aggregate of fees and expenses of consultants and/or legal Executive under any severance pay plan or accounting advisors engaged program maintained by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 9Company that covers its employees and/or its executives. (iv) The Employer shall cause the Executive to be fully and immediately vested in any benefits under the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans (the “Plans”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer.

Additional Benefits. If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Employer Company shall provide to the Executive the following additional benefits: (i) The Executive shall receive until the end of the first (1st) second calendar year following the calendar year in which the Executive’s Separation from Service occurs, at the expense of the EmployerCompany, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the EmployerCompany; provided that the cost to the Employer Company of such services shall not exceed five (5)% 10% of the Executive’s Annual Base Salary. (ii) Until the earlier of the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the EmployerCompany, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following If applicable, following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Employer Company shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer shall make a cash equivalent payment to the Employer equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. If the Executive is entitled to the Termination Payment pursuant to Section 2(b), then within ten (10) days following the Change in Control of Control, the Company (determined without regard to Section 2(b)), the Employer shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control of the Company (determined without regard to Section 2(b))Control. (iii) The Employer Company shall bear up to $10,000 15,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 9. (iv) The Employer Company shall cause the Executive to be fully and immediately vested in his accrued benefit under any supplemental executive retirement plan of the Employer providing benefits under for the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans Executive (the “PlansSERP”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer. In addition, the Company shall cause the Executive to be deemed to have satisfied any minimum years of service requirement under the SERP for subsidized early retirement benefits regardless of the Executive’s age and service at the Termination Date; provided, however, that SERP benefits will be based on service to date with no additional credit for service or age beyond such Termination Date. (v) On the Termination Date, for purposes of determining Executive’s eligibility for post-retirement benefits under any welfare benefit plan (as defined in Section 3(1) of the Employee Retirement Security Act of 1974, as amended) maintained by the Company immediately prior to the Change in Control of the Company and in which Executive participated, immediately prior to the Change in Control of the Company, Executive shall be credited with the excess of two (2) years of participation in the applicable medical plan and two (2) years of age over the actual years and fractional years of participation and age credited to Executive as of the Change in Control of the Company. If after taking into account such participation and age, Executive would have been eligible to receive such post-retirement benefits had Executive retired immediately prior to the Change in Control of the Company, Executive shall receive, commencing on the Termination Date, post-retirement benefits based on the terms and conditions of the applicable plans in effect immediately prior to the Change in Control of the Company. If applicable, following the end of the COBRA continuation period, if such post-retirement welfare benefits are provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Company shall amend such health plan to comply therewith. (vi) At the same time as the Termination Payment is made, the Company shall pay the Executive an amount equal to the value of the retirement benefits under the various retirement benefits plans of the Company (both qualified and non-qualified) that the Executive is participating in as of the Termination Date, and that would have accrued had Executive been an active employee receiving his Annual Base Salary under such plans for an additional period of two (2) years following the Termination Date. For purposes of calculating this payment for any defined benefit pension plan (whether qualified or nonqualified), if any, the value shall be determined as a single sum present value, calculated assuming that the benefits commence on the earliest date following termination on which the Executive would be eligible to commence benefits under the such plan(s), and the actuarial factors used shall be the factors utilized in the qualified defined benefit pension plan to determine lump sum payments as of the Termination Date. For purposes of calculating this payment for any defined contribution plan (whether qualified or nonqualified), if any, the value shall be determined as a single sum amount equal to the employer non-matching and non-elective deferral contributions that would have been made for the Executive, assuming that the contribution formulas are the same as in effect on the Termination Date, but determined without regard to any interest such amounts would have earned. (vii) The Company shall cause all performance plan awards granted to the Executive pursuant to any long-term incentive plan maintained by the Company to be paid out at target, as if all performance requirements had been satisfied, on a pro rata basis based on the completed portion of each award cycle, reduced, but not below zero, by the amount payable as an Accrued Benefit pursuant to Section 1(b)(iv)(B) to the extent such Accrued Benefit amount relates to the same performance plan award(s) and the same period of time as are described in this clause (vii). (viii) The Executive shall, after the Termination Date, retain all rights to indemnification under applicable law or under the Company’s Certificate of Incorporation or By-Laws, as they may be amended or restated from time to time, to the extent any such amendment or restatement expands the Executive’s rights to indemnification. In addition, the Company shall maintain Director’s and Officer’s liability insurance on behalf of the Executive, provided the Executive is eligible to be covered and has in fact been covered by such insurance, at the highest level in effect immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the termination of the Executive’s employment) including any such insurance that was reduced prior to a Change in Control of the Company at the request of the person or entity acquiring control of the Company or reasonably shown to be related to the Change in Control of the Company, for the seven (7) year period following the Termination Date.

Additional Benefits. If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Employer Company shall provide to the Executive the following additional benefits: (i) The Executive shall receive until the end of the first (1st) second calendar year following the calendar year in which the Executive’s Separation from Service occurs, at the expense of the EmployerCompany, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the EmployerCompany; provided that the cost to the Employer Company of such services shall not exceed five (5)% 10% of the Executive’s Annual Base Salary. (ii) Until the earlier of twenty-four (24) months following the end of the Employment Period Executive’s Separation from Service or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the EmployerCompany, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv) and, if necessary, the Employer Company shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer shall make a cash equivalent payment to the Employer equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. If the Executive is entitled to the Termination Payment pursuant to Section 2(b), then within ten (10) days following the Change in Control of the Company (determined without regard to Section 2(b)), the Employer Company shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control of the Company (determined without regard to Section 2(b)). (iiiB) The Employer To the extent required to comply with Code Section 409A, during the first six months following the Executive’s Separation from Service, the Executive shall bear up pay the Company for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Company shall make a cash equivalent payment to $10,000 in the Executive equal to the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Company for the remainder of the period as set forth above; provided that this clause (B) shall cease to advise apply if on the date of the Executive’s Separation from Service, neither the Company nor any other entity that is considered a “service recipient” with respect to the Executive as to matters relating to within the computation meaning of benefits due and payable under this Code Section 9409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. (iv) The Employer shall cause the Executive to be fully and immediately vested in any benefits under the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans (the “Plans”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer.

Additional Benefits. If there is a Covered Termination and In addition to the Settlement Payment, the Company shall pay or provide the following additional benefits to the Executive: (a) The Company shall continue to provide the Executive and his covered dependants with the health benefits the Company provides its other senior executives under the Company health plans as in effect from time to time, at the same cost applicable to active employees, for a period ending on the earlier of (i) the date that is entitled to Accrued Benefits and two years after the Termination PaymentDate, then or (ii) the Employer date on which the Executive commences employment with any other person that generally provides health insurance benefits to its senior executives; provided, however, that as a condition of continuation of such benefits, the Company may require the Executive to elect to continue his health insurance pursuant to COBRA. (b) As soon as practicable following the Termination Date, the Company shall provide assign to the Executive the following additional benefits:life insurance policy owned by the Company insuring the life of the Executive. (c) The Parties acknowledge and agree that as of the date of this Agreement, the Executive has been granted the Restricted Stock Units and Options listed on Exhibit A (the “Equity Awards”). Effective on the Termination Date, (i) The Executive shall receive until the end all of the first Restricted Stock Units shall become fully vested and nonforfeitable; (1stii) calendar year following the calendar year in which the Executive’s Separation from Service occurs, at the expense all of the Employer, outplacement services, Options not theretofore vested shall become fully vested; and (iii) all of the Options other than the Pre-Existing Options (as defined in Exhibit A) shall expire on an individualized basis at a level the earlier of service commensurate (A) the fourth anniversary of the Termination Date; or (B) the expiration date of such Option as reflected on Exhibit A. The Pre-Existing Options shall remain exercisable in accordance with the Executive’s status with the Employer immediately prior terms of their respective award agreements. The Equity Awards shall be subject to the date terms and conditions set forth on Exhibit A. With respect to any Equity Award, the Executive may pay any exercise price and satisfy any obligation to reimburse the Company for withholding taxes due and payable with respect to such Equity Award by authorizing the Company to retain shares of the Change in Control of the Company (or, if higher, immediately prior Company’s common stock that otherwise would be deliverable to the ExecutiveExecutive pursuant to such Equity Award, valued for such purposes at their Fair Market Value (as defined in the Company’s Termination of Employment), provided by a nationally recognized executive placement firm selected by 2006 Stock Incentive Plan) on the Employer; provided that the cost to the Employer of date such services shall not exceed five (5)% of the Executive’s Annual Base Salaryshares are withheld. (iid) Until the earlier of the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the Employer, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv) and, if necessary, the Employer shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer shall make a cash equivalent payment to the Employer equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. If the Executive is entitled to the Termination Payment pursuant to Section 2(b), then within ten (10) days following the Change in Control of the The Company (determined without regard to Section 2(b)), the Employer shall reimburse the Executive for any COBRA premiums unreimbursed business expenses incurred prior to the Termination Date in accordance with Section 6 of the Employment Agreement, and shall provide the Executive paid any accrued benefits to which the Executive may be entitled, as of the Termination Date, under the Company’s profit sharing (401(k)) plan and health insurance plan, in accordance with the terms thereof. (e) Effective as of the Termination Date, the Executive and the Company have entered into an Amendment to Supplemental Executive Retirement Plan for his ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, under which the Company’s Supplemental Executive Retirement Plan for the Executive (the “SERP”) shall be terminated on the terms set forth therein. (f) The Company shall not be obligated to make any payment or her hospitalizationprovide any benefit under this Section 3 if, medical and dental coverage under COBRA from the Executive’s Termination Date through on the date such payment or benefit would otherwise be provided, the Executive has materially breached any of his obligations under this Agreement and, if such breach is curable, has failed to cure such breach to the reasonable satisfaction of the Change in Control Company. For the avoidance of doubt, this Section 3(e) shall not apply to the obligations of the Company (determined without regard to Section 2(b)). (iii) The Employer shall bear up to $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 9. (iv) The Employer shall cause the Executive to be fully and immediately vested in any benefits under the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans (the “Plans”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the EmployerSERP, as amended.

Additional Benefits. If there is a Covered Termination and In addition to participation in the Company's Standard Executive is Benefits Package pursuant to this paragraph, Executive shall be entitled to Accrued Benefits and during the Termination Payment, then the Employer shall provide to the Executive the following additional benefitsEmployment Period to: (i) The additional term life insurance coverage in an amount equal to Executive's salary, but only if and so long as such additional coverage is available at standard rates from the insurer providing term life insurance coverage under the Standard Executive shall receive until the end of the first (1st) calendar year following the calendar year in which the Executive’s Separation Benefits Package or from Service occurs, at the expense of the Employer, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer immediately prior comparable insurer acceptable to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the Employer; provided that the cost to the Employer of such services shall not exceed five (5)% of the Executive’s Annual Base Salary.Company; (ii) Until supplementary long-term disability coverage in an amount that will include maximum covered annual compensation of $330,000 and maximum monthly payments of $18,333, but only if and so long as such supplementary coverage is available at standard rates from the earlier insurer providing long-term disability coverage under the Standard Executive Benefits Package or a comparable insurer acceptable to the Company; (iii) in the event the Employment Period ends at a time when Executive is not entitled to all of the benefits under the tax-qualified pension plan and tax-qualified defined contribution plan (401(k) plan) of the Company included in the Standard Executive Benefits Package to which he would have been entitled had he been fully vested under such plans at the beginning of the Employment Period, a supplemental payment (independent of any plan) promptly following the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense sum of the Employer, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following the end discounted present value of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under his accrued but unvested future payments (on a health plan that is subject to Section 105(hstraight life basis) of the Code, benefits payable under such health pension plan, calculated using the discount rate and actuarial methods and procedures then utilized under such plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv) and, if necessary, the Employer shall amend such health plan to comply therewith. and (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer for any life insurance coverage that provides a benefit in excess unvested portion of $50,000 his account under a group term life insurance policy. After the end of such six month period, the Employer shall make a cash equivalent payment to the Employer equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer for the remainder of the period as set forth abovedefined contribution plan; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. If the Executive is entitled to the Termination Payment pursuant to Section 2(b), then within ten (10) days following the Change in Control of the Company (determined without regard to Section 2(b)), the Employer shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control of the Company (determined without regard to Section 2(b)). (iii) The Employer shall bear up to $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 9.and (iv) The Employer shall cause pursuant to authorization by the Compensation Committee of the Board (or, if there is no such Committee, the Board), participation in the Penton Media, Inc. Supplemental Executive to be fully and immediately vested in any benefits under the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans Retirement Plan (the “Plans”"SERP"), effective August 7, 1998, as currently in effect, except that (A) the beginning date for accrual of a benefit shall be the date on which Executive's employment with the Company began and (B) no benefit shall be payable thereunder unless the Employment Period shall end five years or more after the beginning thereof (or, if the Employment Period ends early pursuant to paragraph 5 hereof, within such five years on account of a Termination without Cause, a Termination by Executive for Good Reason or a Termination Following a Change of Control, provided that the extent date on which (without any extension thereof) the Executive participates in Employment Period is then scheduled to end shall be five years or more after the Plans) and in any nonqualified defined contribution retirement plan beginning of the EmployerEmployment Period).

Additional Benefits. If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Employer Executive shall provide be entitled to the Executive the following additional benefits: (i) The Executive shall receive until the end of the first (1st) calendar year following the calendar year in which the Executive’s Separation from Service occurs, at the expense of the Employer, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the Employer; provided that the cost to the Employer of such services shall not exceed five (5)% of the Executive’s Annual Base Salary. (ii) Until the earlier of the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which that in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the EmployerCompany, by the same or equivalent most favorable life insurance, hospitalization, medical and dental coverage and other welfare benefits provided to the Executive and the Executive’s family during the 180-day period immediately preceding the Effective Date or at any time thereafter or, if more favorable to the Executive, coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following If applicable, following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Employer Company shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer for Company the cost of any life insurance coverage for the Executive that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer Company shall make a cash equivalent payment to the Employer Executive (with interest at Prime, compounded quarterly) equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer Company for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwiseperiod. If the Executive is entitled to the Termination Payment pursuant to Section 2(b12(b), then within ten (10) days following on the first anniversary of the Change in Control of Control, the Company (determined without regard to Section 2(b)), the Employer shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date such first anniversary of the Change in Control Control. (ii) The Executive shall receive, until the end of the second calendar year following the calendar year in which the Separation from Service occurs, at the expense of the Company, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s most senior status with the Company during the 180-day period prior to the Effective Date (determined without regard or, if higher, at any time after the Effective Date), provided by a nationally recognized executive placement firm selected by the Company with the consent of the Executive, which consent will not be unreasonably withheld; provided that the cost to Section 2(b))the Company of such services shall not exceed 15 percent of the Annual Base Salary. (iii) The Employer Company shall bear up to $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors (other than the National Tax Counsel) engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 98. (iv) The Employer shall cause the Executive to be fully and immediately vested in any benefits under the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans (the “Plans”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer.

Additional Benefits. If there is a Covered Termination and (a) During the Employment Term, the Executive is shall be entitled to Accrued Benefits all rights and benefits under any life, family medical and dental insurance plans and long-term or permanent disability plans which the Termination PaymentCorporation adopts from time to time for executive officers of the Corporation, then subject to any waiting periods or other qualifications or limitations set forth in such plans. (b) In addition to, and not in limitation of the Employer benefits provided under Section 4.4(a) hereof, the Executive shall provide be entitled to receive the same type and amount of benefits provided under the Calmar Inc. Retiree Health Benefit Plan (the "Retiree Health Plan"), in the event that the Executive satisfies the conditions for eligibility to participate in the Retiree Health Plan. Notwithstanding anything in the Retiree Plan to the Executive the following additional benefitscontrary: (i) The Executive shall receive until will be entitled to benefits described in the end preceding sentence before he reaches the age of sixty-five if the Executive completes five or more years of credited service, as determined under the rules of the first (1st) calendar year following the calendar year in which the Executive’s Separation from Service occurs, at the expense of the Employer, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the Employer; provided that the cost to the Employer of such services shall not exceed five (5)% of the Executive’s Annual Base Salary.Retiree Health Plan; (ii) Until The Company shall have the earlier discretion as to whether the benefits payable to the Executive under this Section 4.4(b) shall be paid through the Retiree Health Plan, an individual insurance contract, by self- funding or otherwise; and (iii) Benefits shall be payable under clause (ii) above only if the Executive remains employed by the Company continuously until retirement, unless the Executive is terminated by the Company without Cause or there occurs a Change of Control (as hereinafter defined), in which event benefits shall be payable as if the end Executive had completed five or more years of credited service and retired. (c) During the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefitsTerm, the Executive shall continue be entitled to be coveredfour weeks per year of paid vacations, at as well as personal and sick days consistent with the expense general policy of the Employer, Corporation adopted by the same or equivalent life Corporation from time to time for its executive officers. (d) During the Employment Term, the Executive will participate in the Corporation's Executive Auto Policy No. 3000 to compensate the Executive for expenses incurred in connection with the use of an automobile (including, without limitation, insurance, hospitalizationmaintenance and gasoline therefor) in the performance of the Executive's duties hereunder. (e) During the Employment Term, medical and dental coverage the Executive shall have the right to participate in a Supplemental Executive Retirement Plan ("SERP"). Benefits shall be payable under the SERP only if the Executive remains employed by the Corporation continuously until retirement, unless the Executive is terminated by the Company without Cause or there occurs a Change of Control (as was required hereunder hereinafter defined), with the benefits payable thereunder to become payable immediately upon termination. The amount of the annual benefit payable with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following the end shall be determined in accordance with whichever of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv) and, if necessary, the Employer shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, payment schedules the Executive elects: Amount of Benefit ----------------- Age at Benefit Joint and Survivor -------------- ------------------ Commencement Single Life Annuity Annuity ----------------- ------------------- ------- 60 30,000 27,300 61 39,000 35,490 62 48,000 43,680 63 57,000 51,870 64 66,000 60,060 65 or older 75,000 68,250 The Executive's benefit under the SERP shall pay the Employer be offset, on a dollar for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month perioddollar basis, the Employer shall make a cash equivalent payment to the Employer equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect benefit payable to the Executive within under the meaning Calmar Pension Plan (the "Pension Plan"). The Executive's election as to the form of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning benefit payable under the SERP shall be the same as the Executive's election as to the form of Treasury Regulation Section 1.897-1(m)) or otherwisethe benefit payable under the Pension Plan. If the Executive is entitled to elects that his benefit under the Termination Payment pursuant to Section 2(b)Pension Plan be payable in the form of a Single Life Annuity, then within ten (10) days following the Change in Control amount of the Company (determined without regard to Section 2(b))benefit under the SERP shall be payable in the form of a Single Life Annuity. On the other hand, if the Executive elects that his benefit under the Pension Plan be payable in the form of a Joint and Survivor Annuity, the Employer shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date amount of the Change in Control of benefit under the Company (determined without regard to Section 2(b)). (iii) The Employer SERP shall bear up to $10,000 be payable in the aggregate form of fees a Joint and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 9Survivor Annuity. (iv) The Employer shall cause the Executive to be fully and immediately vested in any benefits under the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans (the “Plans”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer.

Additional Benefits. If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Employer Company shall provide to the Executive the following additional benefits: (i) The Executive shall receive until the end of the first (1st) second calendar year following the calendar year in which the Executive’s Separation from Service occurs, at the expense of the EmployerCompany, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the EmployerCompany; provided that the cost to the Employer Company of such services shall not exceed five (5)% 10% of the Executive’s Annual Base Salary. (ii) Until the earlier of twenty-four (24) months following the end of the Employment Period Executive’s Separation from Service or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the EmployerCompany, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is ​ ​ ​ subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv) and, if necessary, the Employer Company shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer shall make a cash equivalent payment to the Employer equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. If the Executive is entitled to the Termination Payment pursuant to Section 2(b), then within ten (10) days following the Change in Control of the Company (determined without regard to Section 2(b)), the Employer Company shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control of the Company (determined without regard to Section 2(b)). (iiiB) The Employer To the extent required to comply with Code Section 409A, during the first six months following the Executive’s Separation from Service, the Executive shall bear up pay the Company for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Company shall make a cash equivalent payment to $10,000 in the Executive equal to the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Company for the remainder of the period as set forth above; provided that this clause (B) shall cease to advise apply if on the date of the Executive’s Separation from Service, neither the Company nor any other entity that is considered a “service recipient” with respect to the Executive as to matters relating to within the computation meaning of benefits due and payable under this Code Section 9409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. (iv) The Employer shall cause the Executive to be fully and immediately vested in any benefits under the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans (the “Plans”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer.

Additional Benefits. If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Employer Company shall provide to the Executive the following additional benefits: (i) The Executive shall receive until the end of the first (1st) second calendar year following the calendar year in which the Executive’s Separation from Service occurs, at the expense of the EmployerCompany, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the EmployerCompany; provided that the cost to the Employer Company of such services shall not exceed five (5)% 10% of the Executive’s Annual Base Salary. (ii) Until the earlier of the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the EmployerCompany, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv) and, if necessary, the Employer Company shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer shall make a cash equivalent payment to the Employer equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. If the Executive is entitled to the Termination Payment pursuant to Section 2(b), then within ten (10) days following the Change in Control of the Company (determined without regard to Section 2(b)), the Employer Company shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control of the Company (determined without regard to Section 2(b)). (B) To the extent required to comply with Code Section 409A, during the first six months following the Executive’s Separation from Service, the Executive shall pay the Company for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Company shall make a cash equivalent payment to the Executive equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Company for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Company nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. (iii) The Employer Company shall bear up to $10,000 15,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 9. (iv) The Employer Company shall cause the Executive to be fully and immediately vested in any benefits his account under the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans (the “Plans”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer.

Additional Benefits. If there is a Covered Termination and In addition to participation in the Company's Standard Executive is Benefits Package pursuant to this paragraph 2, Executive shall be entitled to Accrued Benefits and during the Termination Payment, then the Employer shall provide to the Executive the following additional benefits: Employment Period to: (i) The additional term life insurance coverage in an amount equal to Executive's salary; but only if and so long as such additional coverage is available at standard rates from the insurer providing term life insurance coverage under the Standard Executive shall receive until the end of the first (1st) calendar year following the calendar year in which the Executive’s Separation Benefits Package or from Service occurs, at the expense of the Employer, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer immediately prior comparable insurer acceptable to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the EmployerCompany; provided that the cost to the Employer of such services shall not exceed five (5)% of the Executive’s Annual Base Salary. (ii) Until supplementary long-term disability coverage in an amount which will increase maximum covered annual compensation to $330,000 and the earlier maximum monthly payments to $18,333; but only if and so long as such supplementary coverage is available at standard rates from the insurer providing long-term disability coverage under the Standard Executive Benefits Package or a comparable insurer acceptable to the Company; (iii) in the event the Employment Period ends prior to five years after the beginning thereof and as a result Executive is not entitled to all of the benefits under the tax-qualified pension plan and tax-qualified defined contribution plan (401(k) plan) of Pittway included in the Standard Executive Benefits Package to which he would have been entitled had he been fully vested under such plans at the beginning of the Employment Period, a supplemental payment (independent of any plan) promptly following the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense sum of the Employer, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following the end discounted present value of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under his accrued but unvested future payments (on a health plan that is subject to Section 105(hstraight life basis) of the Code, benefits payable under such health pension plan, calculated using the discount rate and actuarial methods and procedures then utilized under such plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv) and, if necessary, the Employer shall amend such health plan to comply therewith. and (B) During the first six months following unvested portion of his account under such defined contribution plan; and (iv) pursuant to authorization by the Executive’s Separation from ServiceCompensation Committee of the Board of Directors of Pittway, participation in the Pittway Corporation Supplemental Executive shall pay Retirement Plan effective January 1, 1996, as currently in effect, except that (A) the Employer beginning date for any life insurance coverage that provides accrual of a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer shall make a cash equivalent payment to the Employer equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of date on which the Employer for the remainder of the period as set forth above; provided that this clause Employment Period begins and (B) no benefit shall be payable thereunder unless the Employment Period shall end five years or more after the beginning thereof (or, if the Employment Period ends early pursuant to paragraph 5 hereof within such five years on account of a Termination without Cause or a Termination by Executive for Good Reason, unless the date on which (without any extension thereof) the Employment Period is then scheduled to end shall be five years or more after the beginning thereof) (the "Pittway SERP"). In the event the Company ceases to be a majority- owned subsidiary of Pittway and establishes a Supplemental Executive Retirement Plan with terms at least as favorable to Executive as those under the Pittway SERP (the "Company SERP"), Executive shall cease participation in the Pittway SERP and shall instead participate in the Company SERP. As used herein, "SERP" refers to apply if on the date whichever of the Executive’s Separation from Service, neither Pittway SERP or the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. If the Company SERP Executive is entitled to participating in at the Termination Payment pursuant to Section 2(b), then within ten (10) days following the Change in Control of the Company (determined without regard to Section 2(b)), the Employer shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control of the Company (determined without regard to Section 2(b))time. (iii) The Employer shall bear up to $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 9. (iv) The Employer shall cause the Executive to be fully and immediately vested in any benefits under the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans (the “Plans”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer.

Additional Benefits. If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Employer Company shall provide to the Executive the following additional benefits: (i) The Executive shall receive until the end of the first (1st) second calendar year following the calendar year in which the Executive’s Separation from Service occurs, at the expense of the EmployerCompany, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the EmployerCompany; provided that the cost to the Employer Company of such services shall not exceed five (5)% 10% of the Executive’s Annual Base Salary. (ii) Until the earlier of [for CEO: thirty-six (36)][for CFO: twenty-four (24)] months following the end of the Employment Period Executive’s Separation from Service or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the EmployerCompany, by the same or equivalent life insurance, 14 hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv) and, if necessary, the Employer Company shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer shall make a cash equivalent payment to the Employer equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. If the Executive is entitled to the Termination Payment pursuant to Section 2(b), then within ten (10) days following the Change in Control of the Company (determined without regard to Section 2(b)), the Employer Company shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control of the Company (determined without regard to Section 2(b)). (iiiB) The Employer To the extent required to comply with Code Section 409A, during the first six months following the Executive’s Separation from Service, the Executive shall bear up pay the Company for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Company shall make a cash equivalent payment to $10,000 in the Executive equal to the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Company for the remainder of the period as set forth above; provided that this clause (B) shall cease to advise apply if on the date of the Executive’s Separation from Service, neither the Company nor any other entity that is considered a “service recipient” with respect to the Executive as to matters relating to within the computation meaning of benefits due and payable under this Code Section 9409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. (iv) The Employer shall cause the Executive to be fully and immediately vested in any benefits under the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans (the “Plans”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer.

Additional Benefits. If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Employer Company shall provide to the Executive the following additional benefits: (i) The Executive shall receive until the end of the first (1st) second calendar year following the calendar year in which the Executive’s Separation from Service occurs, at the expense of the EmployerCompany, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the EmployerCompany; provided that the cost to the Employer Company of such services shall not exceed five (5)% 10% of the Executive’s Annual Base Salary. (ii) Until the earlier of twenty-four (24) months following the end of the Employment Period Executive’s Separation from Service or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the EmployerCompany, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is ​ subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv) and, if necessary, the Employer Company shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer shall make a cash equivalent payment to the Employer equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. If the Executive is entitled to the Termination Payment pursuant to Section 2(b), then within ten (10) days following the Change in Control of the Company (determined without regard to Section 2(b)), the Employer Company shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control of the Company (determined without regard to Section 2(b)). (iiiB) The Employer To the extent required to comply with Code Section 409A, during the first six months following the Executive’s Separation from Service, the Executive shall bear up pay the Company for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Company shall make a cash equivalent payment to $10,000 in the Executive equal to the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Company for the remainder of the period as set forth above; provided that this clause (B) shall cease to advise apply if on the date of the Executive’s Separation from Service, neither the Company nor any other entity that is considered a “service recipient” with respect to the Executive as to matters relating to within the computation meaning of benefits due and payable under this Code Section 9409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. (iv) The Employer shall cause the Executive to be fully and immediately vested in any benefits under the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans (the “Plans”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer.

Additional Benefits. If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Employer Company shall provide to the Executive the following additional benefits: (i) The Executive shall receive until the end of the first (1st) second calendar year following the calendar year in which the Executive’s Separation from Service occurs, at the expense of the EmployerCompany, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the EmployerCompany; provided that the cost to the Employer Company of such services shall not exceed five (5)% 10% of the Executive’s Annual Base Salary. (ii) Until the earlier of the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the EmployerCompany, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following If applicable, following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Employer Company shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer Company for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer Company shall make a cash equivalent payment to the Employer Executive equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer Company for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwiseperiod. If the Executive is entitled to the Termination Payment pursuant to Section 2(b), then within ten (10) days following the Change in Control of Control, the Company (determined without regard to Section 2(b)), the Employer shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control of the Company (determined without regard to Section 2(b))Control. (iii) The Employer Company shall bear up to $10,000 15,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 9. (iv) The Employer Company shall cause the Executive to be fully and immediately vested in his accrued benefit under any supplemental executive retirement plan of the Employer providing benefits under for the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans Executive (the “PlansSERP”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer. In addition, the Company shall cause the Executive to be deemed to have satisfied any minimum years of service requirement under the SERP for subsidized early retirement benefits regardless of the Executive’s age and service at the Termination Date; provided, however, that SERP benefits will be based on service to date with no additional credit for service or age beyond such Termination Date. (v) On the Termination Date, for purposes of determining Executive’s eligibility for post-retirement benefits under any welfare benefit plan (as defined in Section 3(1) of the Employee Retirement Security Act of 1974, as amended) maintained by the Company immediately prior to the Change in Control of the Company and in which Executive participated, immediately prior to the Change in Control of the Company, Executive shall be credited with the excess of [three (3)] [two (2)] years of participation in the applicable medical plan and [three (3)] [two (2)] years of age over the actual years and fractional years of participation and age credited to Executive as of the Change in Control of the Company. If after taking into account such participation and age, Executive would have been eligible to receive such post-retirement benefits had Executive retired immediately prior to the Change in Control of the Company, Executive shall receive, commencing on the Termination Date, post-retirement benefits based on the terms and conditions of the applicable plans in effect immediately prior to the Change in Control of the Company. If applicable, following the end of the COBRA continuation period, if such post-retirement welfare benefits are provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Company shall amend such health plan to comply therewith. (vi) At the same time as the Termination Payment is made, the Company shall pay the Executive an amount equal to the value of the retirement benefits under the various retirement benefits plans of the Company (both qualified and non-qualified) that the Executive is participating in as of the Termination Date, and that would have accrued had Executive been an active employee receiving his Annual Base Salary under such plans for an additional period of [three (3)] [two (2)] years following the Termination Date. For purposes of calculating this payment for any defined benefit pension plan (whether qualified or nonqualified), if any, the value shall be determined as a single sum present value, calculated assuming that the benefits commence on the earliest date following termination on which the Executive would be eligible to commence benefits under the such plan(s), and the actuarial factors used shall be the factors utilized in the qualified defined benefit pension plan to determine lump sum payments as of the Termination Date. For purposes of calculating this payment for any defined contribution plan (whether qualified or nonqualified), if any, the value shall be determined as a single sum amount equal to the employer non-matching and non-elective deferral contributions that would have been made for the Executive, assuming that the contribution formulas are the same as in effect on the Termination Date, but determined without regard to any interest such amounts would have earned. (vii) The Company shall cause all performance plan awards granted to the Executive pursuant to any long-term incentive plan maintained by the Company to be paid out at target, as if all performance requirements had been satisfied, on a pro rata basis based on the completed portion of each award cycle, reduced, but not below zero, by the amount payable as an Accrued Benefit pursuant to Section 1(b)(iv)(B) to the extent such Accrued Benefit amount relates to the same performance plan award(s) and the same period of time as are described in this clause (vii). (viii) The Executive shall, after the Termination Date, retain all rights to indemnification under applicable law or under the Company’s Certificate of Incorporation or By-Laws, as they may be amended or restated from time to time, to the extent any such amendment or restatement expands the Executive’s rights to indemnification. In addition, the Company shall maintain Director’s and Officer’s liability insurance on behalf of the Executive, provided the Executive is eligible to be covered and has in fact been covered by such insurance, at the highest level in effect immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the termination of the Executive’s employment) including any such insurance that was reduced prior to a Change in Control of the Company at the request of the person or entity acquiring control of the Company or reasonably shown to be related to the Change in Control of the Company, for the seven (7) year period following the Termination Date.

Additional Benefits. If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Employer shall provide to the Executive the following additional benefits: (i) The In addition to the Severance Payments and the Vesting, provided that Executive shall receive until the end of the first (1st) calendar year following the calendar year in which the Executive’s has a Separation from Service occursprior to January 1, at 2008 and Executive is eligible for and timely elects COBRA health care coverage continuation, the expense Company shall reimburse Executive for the portion of the EmployerCOBRA premium equal to the excess (if any) of (A) the COBRA premium, outplacement services, on an individualized basis at a level of service commensurate with the over (B) Executive’s status with the Employer monthly contribution towards health care benefits immediately prior to the date of the Change Separation from Service, for Executive to continue his (and, if applicable, his family’s) health care coverage, which was in Control effect as of the Company date of Separation from Service, for the months from the date of Separation from Service through December 31, 2007, provided that Executive (orand, if higherapplicable, immediately prior to his family) remains eligible for such coverage (the Executive’s Termination of Employment“COBRA Reimbursement Benefits”), provided by a nationally recognized executive placement firm selected by the Employer; provided that the cost to the Employer of such services . The COBRA Reimbursement Benefits shall not exceed five (5)% of the Executive’s Annual Base Salary. (ii) Until the earlier of the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the Employer, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with satisfy the requirements of Treasury regulation section 1.409A-3(i)(1)(ivRegulation Section 1.409A-3(i)(1)(iv)(A) andand shall be paid on or before the last day of Executive’s taxable year following the taxable year in which the COBRA premium expense is incurred by Executive. Notwithstanding the foregoing, if necessary, Executive is a Specified Employee on the Employer shall amend such health plan to comply therewith. (B) During the first six months following the date of Executive’s Separation from Service, the Executive COBRA Reimbursement Benefits shall pay commence upon the Employer for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such date which is six month period, the Employer shall make a cash equivalent payment to the Employer equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on months after the date of the Executive’s Separation from ServiceService (or, neither if earlier, the Employer nor any other entity date of Executive’s death), and the COBRA Reimbursement Benefits that is considered a “service recipient” with respect otherwise would have been made to Executive prior to the Executive within the meaning of Code Section 409A has any stock date which is publicly traded on an established securities market six months after the date of Executive’s Separation from Service (within or, if earlier, the meaning date of Executive’s death) shall be paid upon such date, in accordance with Section 409A(a)(2)(B)(i) of the Code and Treasury Regulation Section 1.897-1(m1.409A-3(i)(2)) or otherwise. If the No COBRA Reimbursement Benefits shall be paid to Executive is entitled unless Executive has a Separation from Service prior to the Termination Payment pursuant to Section 2(b)January 1, then within ten (10) days following the Change in Control of the Company (determined without regard to Section 2(b)), the Employer shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control of the Company (determined without regard to Section 2(b))2008. (iiiii) The Employer shall bear up to Executive will be paid an additional cash bonus of $10,000 48,620 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 9a lump sum on January 2, 2008. (iv) The Employer shall cause the Executive to be fully and immediately vested in any benefits under the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans (the “Plans”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer.

Additional Benefits. If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Employer Company shall provide to the Executive the following additional benefits: (i) The Executive shall receive until the end of the first (1st) second calendar year following the calendar year in which the Executive’s Separation from Service occurs, at the expense of the EmployerCompany, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the EmployerCompany; provided that the cost to the Employer Company of such services shall not exceed five (5)% 10% of the Executive’s Annual Base Salary. (ii) Until the earlier of the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the EmployerCompany, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following If applicable, following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Employer Company shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer Company for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer Company shall make a cash equivalent payment to the Employer Executive equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer Company for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwiseperiod. If the Executive is entitled to the Termination Payment pursuant to Section 2(b), then within ten (10) days following the Change in Control of Control, the Company (determined without regard to Section 2(b)), the Employer shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control of the Company (determined without regard to Section 2(b))Control. (iii) The Employer Company shall bear up to $10,000 15,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 9. (iv) The Employer Company shall cause the Executive to be fully and immediately vested in his accrued benefit under any supplemental executive retirement plan of the Employer providing benefits under for the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans Executive (the “PlansSERP”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer. In addition, the Company shall cause the Executive to be deemed to have satisfied any minimum years of service requirement under the SERP for subsidized early retirement benefits regardless of the Executive’s age and service at the Termination Date; provided, however, that SERP benefits will be based on service to date with no additional credit for service or age beyond such Termination Date. (v) On the Termination Date, for purposes of determining Executive’s eligibility for post-retirement benefits under any welfare benefit plan (as defined in Section 3(1) of the Employee Retirement Security Act of 1974, as amended) maintained by the Company immediately prior to the Change in Control of the Company and in which Executive participated, immediately prior to the Change in Control of the Company, Executive shall be credited with the excess of three (3) years of participation in the applicable medical plan and three (3) years of age over the actual years and fractional years of participation and age credited to Executive as of the Change in Control of the Company. If after taking into account such participation and age, Executive would have been eligible to receive such post-retirement benefits had Executive retired immediately prior to the Change in Control of the Company, Executive shall receive, commencing on the Termination Date, post-retirement benefits based on the terms and conditions of the applicable plans in effect immediately prior to the Change in Control of the Company. If applicable, following the end of the COBRA continuation period, if such post-retirement welfare benefits are provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Company shall amend such health plan to comply therewith. (vi) At the same time as the Termination Payment is made, the Company shall pay the Executive an amount equal to the value of the retirement benefits under the various retirement benefits plans of the Company (both qualified and non-qualified) that the Executive is participating in as of the Termination Date, and that would have accrued had Executive been an active employee receiving his Annual Base Salary under such plans for an additional period of three (3) years following the Termination Date. For purposes of calculating this payment for any defined benefit pension plan (whether qualified or nonqualified), if any, the value shall be determined as a single sum present value, calculated assuming that the benefits commence on the earliest date following termination on which the Executive would be eligible to commence benefits under the such plan(s), and the actuarial factors used shall be the factors utilized in the qualified defined benefit pension plan to determine lump sum payments as of the Termination Date. For purposes of calculating this payment for any defined contribution plan (whether qualified or nonqualified), if any, the value shall be determined as a single sum amount equal to the employer non-matching and non-elective deferral contributions that would have been made for the Executive, assuming that the contribution formulas are the same as in effect on the Termination Date, but determined without regard to any interest such amounts would have earned. (vii) The Company shall cause all performance plan awards granted to the Executive pursuant to any long-term incentive plan maintained by the Company to be paid out at target, as if all performance requirements had been satisfied, on a pro rata basis based on the completed portion of each award cycle, reduced, but not below zero, by the amount payable as an Accrued Benefit pursuant to Section 1(b)(iv)(B) to the extent such Accrued Benefit amount relates to the same performance plan award(s) and the same period of time as are described in this clause (vii). (viii) The Executive shall, after the Termination Date, retain all rights to indemnification under applicable law or under the Company’s Certificate of Incorporation or By-Laws, as they may be amended or restated from time to time, to the extent any such amendment or restatement expands the Executive’s rights to indemnification. In addition, the Company shall maintain Director’s and Officer’s liability insurance on behalf of the Executive, provided the Executive is eligible to be covered and has in fact been covered by such insurance, at the highest level in effect immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the termination of the Executive’s employment) including any such insurance that was reduced prior to a Change in Control of the Company at the request of the person or entity acquiring control of the Company or reasonably shown to be related to the Change in Control of the Company, for the seven (7) year period following the Termination Date.

Additional Benefits. If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Employer Company shall provide to the Executive the following additional benefits: (i) The Executive shall receive until the end of the first (1st) second calendar year following the calendar year in which the Executive’s Separation from Service occurs, at the expense of the EmployerCompany, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the EmployerCompany; provided that the cost to the Employer Company of such services shall not exceed five (5)% 10% of the Executive’s Annual Base Salary. (ii) Until the earlier of the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the EmployerCompany, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv) and, if necessary, the Employer Company shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer shall make a cash equivalent payment to the Employer equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. If the Executive is entitled to the Termination Payment pursuant to Section 2(b), then within ten (10) days following the Change in Control of the Company (determined without regard to Section 2(b)), the Employer Company shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control of the Company (determined without regard to Section 2(b)). (B) To the extent required to comply with Code Section 409A, during the first six months following the Executive’s Separation from Service, the Executive shall pay the Company for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy.. After the end of such six month period, the Company shall make a cash equivalent payment to the Executive equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Company for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Company nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. (iii) The Employer Company shall bear up to $10,000 15,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 9. (iv) The Employer Company shall cause the Executive to be fully and immediately vested in any benefits his or her account under the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans (the “Plans”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer.

Additional Benefits. If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Employer Company shall provide to the Executive the following additional benefits: (i) The Executive shall receive until the end of the first (1st) second calendar year following the calendar year in which the Executive’s Separation from Service occurs, at the expense of the EmployerCompany, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the EmployerCompany; provided that the cost to the Employer Company of such services shall not exceed five (5)% 10% of the Executive’s Annual Base Salary. (ii) Until the earlier of the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the EmployerCompany, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following If applicable, following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Employer Company shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer shall make a cash equivalent payment to the Employer equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. If the Executive is entitled to the Termination Payment pursuant to Section 2(b), then within ten (10) days following the Change in Control of Control, the Company (determined without regard to Section 2(b)), the Employer shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control of the Company (determined without regard to Section 2(b))Control. (iii) The Employer Company shall bear up to $10,000 15,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 9. (iv) The Employer Company shall cause the Executive to be fully and immediately vested in his accrued benefit under any supplemental executive retirement plan of the Employer providing benefits under for the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans Executive (the “PlansSERP”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer. In addition, the Company shall cause the Executive to be deemed to have satisfied any minimum years of service requirement under the SERP for subsidized early retirement benefits regardless of the Executive’s age and service at the Termination Date; provided, however, that SERP benefits will be based on service to date with no additional credit for service or age beyond such Termination Date. (v) On the Termination Date, for purposes of determining Executive’s eligibility for post-retirement benefits under any welfare benefit plan (as defined in Section 3(1) of the Employee Retirement Security Act of 1974, as amended) maintained by the Company immediately prior to the Change in Control of the Company and in which Executive participated, immediately prior to the Change in Control of the Company, Executive shall be credited with the excess of three (3) years of participation in the applicable medical plan and three (3) years of age over the actual years and fractional years of participation and age credited to Executive as of the Change in Control of the Company. If after taking into account such participation and age, Executive would have been eligible to receive such post-retirement benefits had Executive retired immediately prior to the Change in Control of the Company, Executive shall receive, commencing on the Termination Date, post-retirement benefits based on the terms and conditions of the applicable plans in effect immediately prior to the Change in Control of the Company. If applicable, following the end of the COBRA continuation period, if such post-retirement welfare benefits are provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Company shall amend such health plan to comply therewith. (vi) At the same time as the Termination Payment is made, the Company shall pay the Executive an amount equal to the value of the retirement benefits under the various retirement benefits plans of the Company (both qualified and non-qualified) that the Executive is participating in as of the Termination Date, and that would have accrued had Executive been an active employee receiving his Annual Base Salary under such plans for an additional period of three (3) years following the Termination Date. For purposes of calculating this payment for any defined benefit pension plan (whether qualified or nonqualified), if any, the value shall be determined as a single sum present value, calculated assuming that the benefits commence on the earliest date following termination on which the Executive would be eligible to commence benefits under the such plan(s), and the actuarial factors used shall be the factors utilized in the qualified defined benefit pension plan to determine lump sum payments as of the Termination Date. For purposes of calculating this payment for any defined contribution plan (whether qualified or nonqualified), if any, the value shall be determined as a single sum amount equal to the employer non-matching and non-elective deferral contributions that would have been made for the Executive, assuming that the contribution formulas are the same as in effect on the Termination Date, but determined without regard to any interest such amounts would have earned. (vii) All equity-based and cash incentive awards granted to the Executive pursuant to any long-term incentive plan maintained by the Company (including the Regal Beloit Corporation 2018 Equity Incentive Plan and any successor plan) will be vested, settled and paid pursuant to the terms of such long-term incentive plan and the applicable award agreements but reduced, but not below zero, by the amount payable as an Accrued Benefit pursuant to Section 1(b)(iv)(B) to the extent such Accrued Benefit amount relates to the same performance plan award(s) and the same period of time as are described in this clause (vii). (viii) The Executive shall, after the Termination Date, retain all rights to indemnification under applicable law or under the Company’s Certificate of Incorporation or By-Laws, as they may be amended or restated from time to time, to the extent any such amendment or restatement expands the Executive’s rights to indemnification, and as provided in any other written agreement or policy. In addition, the Company shall maintain Director’s and Officer’s liability insurance on behalf of the Executive, provided the Executive is eligible to be covered and has in fact been covered by such insurance, at the highest level in effect immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the termination of the Executive’s employment) including any such insurance that was reduced prior to a Change in Control of the Company at the request of the person or entity acquiring control of the Company or reasonably shown to be related to the Change in Control of the Company, for the seven (7) year period following the Termination Date.

Additional Benefits. If there is a Covered Termination and In addition to participation in the Company's Standard Executive is Benefits Package pursuant to this paragraph, Executive shall be entitled to Accrued Benefits and the Termination Payment, then the Employer shall provide to the Executive the following additional benefitsto: (i) The additional term life insurance coverage in an amount equal to Executive's annual salary, but only if and so long as such additional coverage is available at standard rates from the insurer providing term life insurance coverage under the Standard Executive shall receive until the end of the first (1st) calendar year following the calendar year in which the Executive’s Separation Benefits Package or from Service occurs, at the expense of the Employer, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer immediately prior comparable insurer acceptable to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the EmployerCompany; provided that the cost to the Employer of such services shall not exceed five (5)% of the Executive’s Annual Base Salary.and (ii) Until supplementary long-term disability coverage in an amount that will include maximum covered annual compensation of $330,000 and maximum monthly payments of $18,333, but only if and so long as such supplementary coverage is available at standard rates from the earlier of insurer providing long-term disability coverage under the end of the Employment Period Standard Executive Benefits Package or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value a comparable insurer acceptable to the following benefits, the Executive shall continue to be covered, at the expense of the Employer, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv) and, if necessary, the Employer shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer shall make a cash equivalent payment to the Employer equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. If the Executive is entitled to the Termination Payment pursuant to Section 2(b), then within ten (10) days following the Change in Control of the Company (determined without regard to Section 2(b)), the Employer shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control of the Company (determined without regard to Section 2(b))Company. (iii) The Employer shall bear up pursuant to $10,000 authorization by the Compensation Committee of the Board (or, if there is no such Committee, the Board), participation in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Penton Media, Inc. Supplemental Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 9. (iv) The Employer shall cause the Executive to be fully and immediately vested in any benefits under the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans Retirement Plan (the “Plans”"SERP"), effective August 7, 1998, as currently in effect, except that (A) the beginning date for accrual of a benefit shall be the date on which Executive's employment with the Company begins and (B) no benefit shall be payable thereunder unless the Employment Period shall end five years or more after the beginning thereof (or, if the Employment Period ends early pursuant to paragraph 5 hereof, within such five years on account of a Termination without Cause, a Termination by Executive for Good Reason or a Termination Following a Change of Control, provided that the extent date on which (without any extension thereof) the Executive participates in Employment Period is then scheduled to end shall be five years or more after the Plans) and in any nonqualified defined contribution retirement plan beginning of the EmployerEmployment Period). Executive and the Company agree that the coverages described in this paragraph 3(h) shall be provided to Executive and shall become effective only if Executive qualifies for such coverages. Executive and the Company agree that each will use his or its best efforts to obtain such coverages for the benefit of the Executive.

Additional Benefits. If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Employer Company shall provide to the Executive the following additional benefits: (i) The Executive shall receive until the end of the first (1st) second calendar year following the calendar year in which the Executive’s Separation from Service occurs, at the expense of the EmployerCompany, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the EmployerCompany; provided that the cost to the Employer Company of such services shall not exceed five (5)% 10% of the Executive’s Annual Base Salary. (ii) Until the earlier of the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the EmployerCompany, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv) and, if necessary, the Employer Company shall amend such health plan to comply therewith. (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Employer shall make a cash equivalent payment to the Employer equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. If the Executive is entitled to the Termination Payment pursuant to Section 2(b), then within ten (10) days following the Change in Control of the Company (determined without regard to Section 2(b)), the Employer Company shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control of the Company (determined without regard to Section 2(b)). (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Company for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Company shall make a cash equivalent payment to the Executive equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Company for the remainder of the period as set forth above; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Company nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. (iii) The Employer Company shall bear up to $10,000 15,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 9. (iv) The Employer Company shall cause the Executive to be fully and immediately vested in any benefits his accrued benefit under the Employer’s retirement Pentair, Inc. Supplemental Executive Retirement Plan (“SERP”) and the Pentair, Inc. Restoration Plan (“Restoration Plan”) or any successor plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans thereto (the “Plans”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer. The amount of benefits under the Plans shall be determined as if the Executive had completed additional years of Benefit Service (as such term is defined in the Plans) equal to the lesser of (A) three years or (B) the greater of (x) seven minus the years of Benefit Service credited to such Executive under the Plans, determined without regard to the terms of this Agreement, as of the end of the calendar year which includes the date of the Change in Control of the Company, or (y) zero. In addition, the Executive’s accrued benefit under the Restoration Plan shall be appropriately increased by the value of the Executive’s accrued benefit, if any, under the Company’s tax-qualified defined benefit plan which is forfeited due to the Executive’s failure to become fully vested thereunder.

Additional Benefits. If there is a Covered Termination and In addition to participation in the Company's Standard Executive is Benefits Package pursuant to this paragraph 2, Executive shall be entitled to Accrued Benefits and during the Termination Payment, then the Employer shall provide to the Executive the following additional benefitsEmployment Period to: (i) The additional term life insurance coverage in an amount equal to Executive's salary; but only if and so long as such additional coverage is available at standard rates from the insurer providing term life insurance coverage under the Standard Executive shall receive until the end of the first (1st) calendar year following the calendar year in which the Executive’s Separation Benefits Package or from Service occurs, at the expense of the Employer, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Employer immediately prior comparable insurer acceptable to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the Employer; provided that the cost to the Employer of such services shall not exceed five (5)% of the Executive’s Annual Base Salary.Company; (ii) Until supplementary long-term disability coverage in an amount which will increase maximum covered annual compensation to $330,000 and the earlier maximum monthly payments to $18,333; but only if and so long as such supplementary coverage is available at standard rates from the insurer providing long-term disability coverage under the Standard Executive Benefits Package or a comparable insurer acceptable to the Company; (iii) in the event the Employment Period ends prior to five years after the beginning thereof and as a result Executive is not entitled to all of the benefits under the tax-qualified pension plan and tax-qualified defined contribution plan (401(k) plan) of Pittway included in the Standard Executive Benefits Package to which he would have been entitled had he been fully vested under such plans at the beginning of the Employment Period, a supplemental payment (independent of any plan) promptly following the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense sum of the Employer, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following: (A) Following the end discounted present value of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under his accrued but unvested future payments (on a health plan that is subject to Section 105(hstraight life basis) of the Code, benefits payable under such health pension plan, calculated using the discount rate and actuarial methods and procedures then utilized under such plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv) and, if necessary, the Employer shall amend such health plan to comply therewith. and (B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Employer for any life insurance coverage that provides a benefit in excess unvested portion of $50,000 his account under a group term life insurance policy. After the end of such six month period, the Employer shall make a cash equivalent payment to the Employer equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Employer for the remainder of the period as set forth abovedefined contribution plan; provided that this clause (B) shall cease to apply if on the date of the Executive’s Separation from Service, neither the Employer nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise. If the Executive is entitled to the Termination Payment pursuant to Section 2(b), then within ten (10) days following the Change in Control of the Company (determined without regard to Section 2(b)), the Employer shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control of the Company (determined without regard to Section 2(b)). (iii) The Employer shall bear up to $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 9.and (iv) The Employer pursuant to authorization by the Compensation Committee of the Board of Directors of Pittway, participation in the Pittway Corporation Supplemental Executive Retirement Plan effective January 1, 1996, as currently in effect, except that (A) the beginning date for accrual of a benefit shall cause be the date on which the Employment Period begins and (B) no benefit shall be payable thereunder unless the Employment Period shall end five years or more after the beginning thereof (or, if the Employment Period ends early pursuant to paragraph 5 hereof within such five years on account of a Termination without Cause or a Termination by Executive for Good Reason, unless the date on which (without any extension thereof) the Employment Period is then scheduled to end shall be fully and immediately vested in any benefits under five years or more after the Employer’s retirement plans that include vesting provisions to the extent permitted without jeopardizing the tax-qualified status or legal compliance of such plans beginning thereof) (the “Plans”) (to the extent the Executive participates in the Plans) and in any nonqualified defined contribution retirement plan of the Employer"Pittway SERP").