Common use of Additional Compensation Clause in Contracts

Additional Compensation. If during the Term, this Agreement is terminated by the Corporation (other than pursuant to the provisions of Section 15 hereof) or by the Executive due to “Constructive Discharge” then the Executive shall receive termination pay in an amount equal to 2.99 times the average of the last three years compensation. For purposes of this Agreement, “Constructive Discharge” shall mean: • Any reduction in salary below the Minimum Rate; • A material change diminishing the Executive’s job function, authority, duties or responsibilities, or a similar change deteriorating Executive’s working conditions that would not be in accordance with the spirit of this Agreement; • A required relocation of Executive of more than 100 miles from Executive’s current job location; or requires Executive to travel away from Executive’s office in the course of discharging Executive’s responsibilities in excess of that typically required of executives in similar positions. • Any breach of any of the terms of this Agreement by the Corporation which is not cured within 14 days following written notice thereof by Executive to the Corporation. The amount payable by the Corporation pursuant to this Section 14 shall be made in one lump sum cash payment payable to the Executive no later than 30 days following termination of this Agreement.

Additional Compensation. If during the Term, this Agreement is terminated by the Corporation Company (other than pursuant to the provisions of Section 15 hereof) or by the Executive due to “Constructive Discharge” then the Executive shall receive termination pay in an amount equal to 2.99 times the average of the last three years compensation. For purposes of this Agreement, “Constructive Discharge” shall mean: • Any reduction in salary below the Minimum Rate; • A material change diminishing the Executive’s job function, authority, duties or responsibilities, or a similar change deteriorating Executive’s working conditions that would not be in accordance with the spirit of this Agreement; • A required relocation of Executive of more than 100 miles from Executive’s current job location; or requires Executive to travel away from Executive’s office in the course of discharging Executive’s responsibilities in excess of that typically required of executives in similar positions. • Any breach of any of the terms of this Agreement by the Corporation Company, which is not cured within 14 days following written notice thereof by Executive to the CorporationCompany. The amount payable by the Corporation Company pursuant to this Section 14 shall be made in one lump sum cash payment payable to the Executive no later than 30 days following termination of this Agreement.

Additional Compensation. If during the Term, this Agreement is terminated by the Corporation (other than pursuant to the provisions of Section 15 hereof) or by the Executive due to “"Constructive Discharge” " then the Executive shall receive termination pay in an amount equal to 2.99 times the average of the last three years compensation. For purposes of this Agreement, “"Constructive Discharge” " shall mean: • o Any reduction in salary below the Minimum Rate; • o A material change diminishing the Executive’s 's job function, authority, duties or responsibilities, or a similar change deteriorating Executive’s 's working conditions that would not be in accordance with the spirit of this Agreement; • o A required relocation of Executive of more than 100 35 miles from Executive’s 's current job location; or requires Executive to travel away from Executive’s 's office in the course of discharging Executive’s 's responsibilities in excess of that typically required of executives in similar positions. • o Any breach of any of the terms of this Agreement by the Corporation which is not cured within 14 days following written notice thereof by Executive to the Corporation. The amount payable by the Corporation pursuant to this Section 14 shall be made in one lump sum cash payment payable to the Executive no later than 30 days following termination of this Agreement.

Additional Compensation. If during the Term, this Agreement is terminated by the Corporation (other than pursuant to the provisions of Section 15 hereof) or by the Executive due to “"Constructive Discharge” " then the Executive shall receive termination pay in an amount equal to 2.99 times the average of the last three years compensationMinimum Rate. For purposes of this Agreement, “"Constructive Discharge” " shall mean: • o Any reduction in salary below the Minimum Rate; • o A material change diminishing the Executive’s 's job function, authority, duties or responsibilities, or a similar change deteriorating Executive’s 's working conditions that would not be in accordance with the spirit of this Agreement; • o A required relocation of Executive of more than 100 35 miles from Executive’s 's current job location; or requires Executive to travel away from Executive’s 's office in the course of discharging Executive’s 's responsibilities in excess of that typically required of executives in similar positions. • o Any breach of any of the terms of this Agreement by the Corporation which is not cured within 14 days following written notice thereof by Executive to the Corporation. The amount payable by the Corporation pursuant to this Section 14 shall be made in one lump sum cash payment payable to the Executive no later than 30 days following termination of this Agreement.

Additional Compensation. If during the Term, this Agreement is terminated by the Corporation (other than pursuant to the provisions of Section 15 18 hereof) or by the Executive due to “"Constructive Discharge” " then the Executive shall receive termination pay in an amount equal to 2.99 times the average of the last three years compensationMinimum Rate. For purposes of this Agreement, “"Constructive Discharge” " shall mean: • o Any reduction in salary below the Minimum Rate; • o A material change diminishing the Executive’s 's job function, authority, duties or responsibilities, or a similar change deteriorating Executive’s 's working conditions that would not be in accordance with the spirit of this Agreement; • o A required relocation of Executive of more than 100 35 miles from Executive’s 's current job location; or requires Executive to travel away from Executive’s 's office in the course of discharging Executive’s 's responsibilities in excess of that typically required of executives in similar positions. • o Any breach of any of the terms of this Agreement by the Corporation which is not cured within 14 days following written notice thereof by Executive to the Corporation. The amount payable by the Corporation pursuant to this Section 14 17 shall be made in one lump sum cash payment payable to the Executive no later than 30 days following termination of this Agreement.

Additional Compensation. If during the Term, this Agreement is terminated by the Corporation (other than pursuant to the provisions of Section 15 hereof) or by the Executive due to “"Constructive Discharge” " then the Executive shall receive termination pay in an amount equal to 2.99 times the average of the last three years compensation. For purposes of this Agreement, “"Constructive Discharge” " shall mean: • - Any reduction in salary below the Minimum Rate; • - A material change diminishing the Executive’s 's job function, authority, duties or responsibilities, or a similar change deteriorating Executive’s 's working conditions that would not be in accordance with the spirit of this Agreement; • - A required relocation of Executive of more than 100 35 miles from Executive’s 's current job location; or requires Executive to travel away from Executive’s 's office in the course of discharging Executive’s 's responsibilities in excess of that typically required of executives in similar positions. • - Any breach of any of the terms of this Agreement by the Corporation which is not cured within 14 days following written notice thereof by Executive to the Corporation. The amount payable by the Corporation pursuant to this Section 14 shall be made in one lump sum cash payment payable to the Executive no later than 30 days following termination of this Agreement.

Additional Compensation. If during the Term, this Agreement is terminated by the Corporation (other than pursuant to the provisions of Section 15 hereof) or by the Executive due to “"Constructive Discharge” " then the Executive shall receive termination pay in an amount equal to 2.99 times the average of the last three years compensationMinimum Rate. For purposes of this Agreement, “"Constructive Discharge” " shall mean: • o Any reduction in salary below the Minimum Rate; • o A material change diminishing the Executive’s 's job function, authority, duties or responsibilities, or a similar change deteriorating Executive’s 's working conditions that would not be in accordance with the spirit of this Agreement; • o A required relocation of Executive of more than 100 35 miles from Executive’s 's current job location; or requires Executive to travel away from Executive’s 's office in the course of discharging Executive’s 's responsibilities in excess of that typically required of executives in similar positions. • o Any breach of any of the terms of this Agreement by the Corporation which is not cured within 14 days following written notice thereof by Executive to the Corporation. The amount payable by the Corporation pursuant to this Section 14 shall be made in one lump sum cash payment payable to the Executive no later than 30 days following termination of this Agreement.

Additional Compensation. If during the Term, this Agreement is terminated by the Corporation (other than pursuant to the provisions of Section 15 18 hereof) or by the Executive due to “"Constructive Discharge” " then the Executive shall receive termination pay in an amount equal to 2.99 times the average of the last three years compensation. For purposes of this Agreement, “"Constructive Discharge” " shall mean: • o Any reduction in salary below the Minimum Rate; • o A material change diminishing the Executive’s 's job function, authority, duties or responsibilities, or a similar change deteriorating Executive’s 's working conditions that would not be in accordance with the spirit of this Agreement; • o A required relocation of Executive of more than 100 35 miles from Executive’s 's current job location; or requires Executive to travel away from Executive’s 's office in the course of discharging Executive’s 's responsibilities in excess of that typically required of executives in similar positions. • o Any breach of any of the terms of this Agreement by the Corporation which is not cured within 14 days following written notice thereof by Executive to the Corporation. The amount payable by the Corporation pursuant to this Section 14 17 shall be made in one lump sum cash payment payable to the Executive no later than 30 days following termination of this Agreement.

Additional Compensation. If during the Term, this Agreement is terminated by the Corporation Company (other than pursuant to the provisions of Section 15 hereof) or by the Executive due to “Constructive Discharge” then the Executive shall receive termination pay in an amount equal to 2.99 times the average of the last three years compensation. For purposes of this Agreement, “Constructive Discharge” shall mean: • Any reduction in salary below the Minimum Rate; • A material change diminishing the Executive’s job function, authority, duties or responsibilities, or a similar change deteriorating Executive’s working conditions that would not be in accordance with the spirit of this Agreement; • A required relocation of Executive of more than 100 miles from Executive’s current job location; or requires Executive to travel away from Executive’s office in the course of discharging Executive’s responsibilities in excess of that typically required of executives in similar positions. • Any breach of any of the terms of this Agreement by the Corporation Company which is not cured within 14 days following written notice thereof by Executive to the CorporationCompany. The amount payable by the Corporation Company pursuant to this Section 14 shall be made in one lump sum cash payment payable to the Executive no later than 30 days following termination of this Agreement.