Common use of By Company Clause in Contracts

By Company. If Executive’s employment hereunder shall be terminated by Company prior to expiration of the term provided in paragraph 2.1, then, upon such termination, regardless of the reason therefor, all compensation and benefits to Executive hereunder shall terminate contemporaneously with the termination of such employment; provided, however, if Executive complies fully with his obligations under Article 5 hereof, that: (i) if such termination shall be for a reason encompassed by paragraph 2.2(i), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive’s designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (ii) if such termination shall be for a reason encompassed by paragraph 2.2(ii), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive (or, in the event of Executive’s death, his designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose)) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (iii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), all of the outstanding stock options, restricted stock or unit awards and other equity based awards granted by Company to Executive shall become fully vested and immediately exercisable in full on the date of termination of Executive’s employment; and (iv) if such termination shall be for any reason other than those encompassed by paragraphs 2.2(i), (ii), or (iii), then Company shall provide Executive with the Termination Benefits. Any lump sum cash payment due to Executive pursuant to the preceding sentence shall be paid to Executive within ten business days of the date of Executive’s termination of employment with Company; provided that, if Section 409A of the Code is applicable and Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then on or after the six-month anniversary of the date of termination. The Executive agrees to execute a mutual release and waiver of claims against Employer in the form attached as Exhibit A on the date that any such lump-sum payment is paid to the Executive.

By Company. If Executive’s 's employment hereunder shall be terminated by Company prior to expiration of the term provided in paragraph 2.1, 2.1 hereof then, upon such termination, regardless of the reason therefor, all compensation and all benefits to Executive hereunder shall terminate contemporaneously with the termination of such employment; provided, howeverexcept that the benefits described in paragraph 3.5 shall continue to be payable, if Executive complies fully with shall be provided Flight Benefits for the remainder of Executive's lifetime, Executive and his obligations under Article 5 hereofeligible dependents shall be provided Continuation Coverage for the remainder of Executive's lifetime, thatand: (i) if such termination shall be for a reason encompassed by paragraph 2.2(i), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive’s designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (ii) if such termination shall be for a reason encompassed by paragraph 2.2(ii), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive (or, in the event of Executive’s death, his designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose)) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (iii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), all of the outstanding stock options, restricted stock or unit awards and other equity based awards granted by Company to Executive shall become fully vested and immediately exercisable in full on the date of termination of Executive’s employment; and (iv) if such termination shall be for any reason other than those encompassed by paragraphs 2.2(i), (ii), (iii) or (iiiiv), then Company shall provide Executive with the Termination Benefits. Any lump sum cash payment due payments and benefits described in clauses (i) through (vi) of paragraph 4.1, and Company shall perform its obligations with respect to the automobile then used by Executive as provided in subparagraph 3.7(i); and (ii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), then Company shall (1) cause all options and shares of restricted stock awarded to Executive pursuant to vest immediately upon such termination and, with respect to options, be exercisable in full for 30 days (or such longer period as provided for under the preceding sentence shall be circumstances in applicable option awards) after such termination, (2) cause all Awards made to Executive under the Retention Program to vest immediately upon such termination, (3) cause Company to pay to Executive (or Executive's estate), at the same time as other Payment Amounts with respect to Awards are paid to other participants under the LTIP, all Payment Amounts with respect to Awards made to Executive within ten business days under the LTIP having a Performance Period that has not been completed as of the date of Executive’s termination 's termination, as if Executive had remained employed by Company in his current position through the end of employment with Company; provided thateach such Performance Period (calculated using the Base Amount of Executive in effect on the day immediately preceding such termination), if Section 409A less any amounts paid to Executive under the LTIP upon the occurrence of Executive's death or Disability after a Change in Control (such capitalized terms to have the Code is applicable and Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then on or after the six-month anniversary of the date of termination. The Executive agrees to execute a mutual release and waiver of claims against Employer meanings ascribed thereto in the form attached LTIP), (4) provide Executive (or his designated beneficiary or beneficiaries) with the benefits contemplated under paragraph 3.3 or paragraph 3.6, as Exhibit A on the date that any such lump-sum payment is paid applicable, and (5) perform its obligations with respect to the Executiveautomobile then used by Executive as provided in subparagraph 3.7(i).

By Company. If Executive’s 's employment hereunder shall be terminated by Company prior to expiration of the term provided in paragraph 2.1, 2.1 hereof then, upon such termination, regardless of the reason therefor, all compensation and all benefits to Executive hereunder shall terminate contemporaneously with the termination of such employment; provided, howeverexcept that the Company shall pay Executive on or before the effective date of such termination a lump sum, if cash payment in an amount equal to the Existing Severance, the benefits described in paragraph 3.5 shall continue to be payable, Executive complies fully with shall be provided Flight Benefits for the remainder of Executive's lifetime, Executive and his obligations under Article 5 hereofeligible dependents shall be provided Continuation Coverage for the remainder of Executive's lifetime, thatand: (i) if such termination shall be for a reason encompassed by paragraph 2.2(i), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive’s designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (ii) if such termination shall be for a reason encompassed by paragraph 2.2(ii), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive (or, in the event of Executive’s death, his designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose)) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (iii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), all of the outstanding stock options, restricted stock or unit awards and other equity based awards granted by Company to Executive shall become fully vested and immediately exercisable in full on the date of termination of Executive’s employment; and (iv) if such termination shall be for any reason other than those encompassed by paragraphs 2.2(i), (ii), (iii) or (iiiiv), then Company shall provide Executive with the Termination Benefits. Any lump sum cash payment due payments and benefits described in clauses (i) through (vi) of paragraph 4.1, and Company shall perform its obligations with respect to the automobile then used by Executive as provided in subparagraph 3.7(i); and (ii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), then Company shall (1) cause all options and shares of restricted stock awarded to Executive pursuant to vest immediately upon such termination and, with respect to options, be exercisable in full for 30 days (or such longer period as provided for under the preceding sentence shall be circumstances in applicable option awards) after such termination, (2) cause all Awards made to Executive under the Retention Program to vest immediately upon such termination, (3) cause Company to pay to Executive (or Executive's estate), at the same time as Payment Amounts with respect to Awards are paid to other participants under the LTIP, all Payment Amounts with respect to Awards made to Executive within ten business days under the LTIP having a Performance Period that has not been completed as of the date of Executive’s termination 's termination, as if Executive had remained employed by Company in his current position through the end of employment with Company; provided thateach such Performance Period (calculated using the Base Amount of Executive in effect on the day immediately preceding such termination), if Section 409A less any amounts paid to Executive under the LTIP upon the occurrence of Executive's death or Disability after a Change in Control (such capitalized terms to have the Code is applicable and Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then on or after the six-month anniversary of the date of termination. The Executive agrees to execute a mutual release and waiver of claims against Employer meanings ascribed thereto in the form attached LTIP), (4) provide Executive (or his designated beneficiary or beneficiaries) with the benefits contemplated under paragraph 3.3 or paragraph 3.6, as Exhibit A on the date that any such lump-sum payment is paid applicable, and (5) perform its obligations with respect to the Executiveautomobile then used by Executive as provided in subparagraph 3.7(i).

By Company. If Executive’s 's employment hereunder shall be terminated by Company prior to expiration of the term provided in paragraph 2.1, 2.1 hereof then, upon such termination, regardless of the reason therefor, all compensation and all benefits to Executive hereunder shall terminate contemporaneously with the termination of such employment; provided, howeverexcept that the benefits described in paragraph 3.5 shall continue to be payable, if Executive complies fully with his obligations under Article 5 hereofshall be provided Flight Benefits for the remainder of Executive's lifetime, thatExecutive and Executive's eligible dependents shall be provided Continuation Coverage for the remainder of Executive's lifetime, and: (i) if such termination shall be for a reason encompassed by paragraph 2.2(i), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive’s designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (ii) if such termination shall be for a reason encompassed by paragraph 2.2(ii), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive (or, in the event of Executive’s death, his designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose)) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (iii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), all of the outstanding stock options, restricted stock or unit awards and other equity based awards granted by Company to Executive shall become fully vested and immediately exercisable in full on the date of termination of Executive’s employment; and (iv) if such termination shall be for any reason other than those encompassed by paragraphs 2.2(i), (ii), (iii), (iv), (v) or (iiivi), then Company shall provide Executive with the Termination Benefits. Any lump sum cash payment due payments and benefits described in clauses (i) through (vi) of paragraph 4.1, and Company shall perform its obligations with respect to the automobile then used by Executive as provided in subparagraph 3.6(i); and (ii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), then Company shall (1) cause all options and shares of restricted stock awarded to Executive pursuant to vest immediately upon such termination and, with respect to options, be exercisable in full for 30 days (or such longer period as provided for under the preceding sentence shall be circumstances in applicable option awards) after such termination, (2) cause all Awards made to Executive under the Retention Program to vest immediately upon such termination, (3) cause Company to pay to Executive (or Executive's estate), at the same time as other Payment Amounts with respect to Awards are paid to other participants under the LTIP or NLTIP/RSU Program, as the case may be, all Payment Amounts with respect to Awards made to Executive within ten business days under the LTIP or NLTIP/RSU Program having a Performance Period that has not been completed as of the date of Executive’s termination 's termination, as if Executive had remained employed by Company in Executive's current position through the end of employment with Company; provided thateach such Performance Period (calculated using the Base Amount of Executive in effect on the day immediately preceding such termination), if Section 409A of less any amounts paid to Executive under the Code is applicable and Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then on LTIP or after the six-month anniversary of the date of termination. The Executive agrees to execute a mutual release and waiver of claims against Employer in the form attached NLTIP/RSU Program upon the occurrence of Executive's death or Disability after a Change in Control (such capitalized terms to have the meanings ascribed thereto in the LTIP or in the NLTIP/RSU Program, as Exhibit A on the date that any such lump-sum payment is paid may be applicable to the relevant Awards), (4) if termination was due to Executive's death, provide Executive's designated beneficiary or beneficiaries with the benefits contemplated under paragraph 3.3 , and (5) perform its obligations with respect to the automobile then used by Executive as provided in subparagraph 3.6(i).

By Company. If Executive’s 's employment hereunder shall be terminated by Company prior to expiration of the term provided in paragraph 2.1, 2.1 hereof then, upon such termination, regardless of the reason therefor, all compensation and all benefits to Executive hereunder shall terminate contemporaneously with the termination of such employment; provided, howeverexcept that Company shall provide Executive with the payments and benefits described in clause (A) of the first sentence of paragraph 4.1 (except that the automobile benefit described in clause (A)(vi) of such sentence and the parking benefit described in clause (A)(vii) of such sentence shall not be provided if the reason for such termination is encompassed by paragraphs 2.2 (iii), if Executive complies fully with his obligations under Article 5 hereof(iv), that(v) or (vi)), and: (i) if such termination shall be for a reason encompassed by paragraph 2.2(i)without Cause, then, for a period of 6 months beginning on the date of such termination, then Company shall pay to Executive’s designated beneficiary provide Executive with the payments and benefits described in clause (or his estate B) of the first sentence of paragraph 4.1 and take the actions described in the last sentence of paragraph 4.1 (if Executive does not have a beneficiary designation on file with Company for this purpose) his base salary at the rate in effect under paragraph 3.1 on the date of such termination;applicable); and (ii) if such termination shall be for a reason encompassed by paragraph 2.2(ii), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive (or, in the event of Executive’s death, his designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose)) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (iii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), then Company shall (1) cause all options and shares of the outstanding restricted stock awarded to Executive to vest immediately upon such termination and, with respect to options, restricted stock or unit awards and other equity based awards granted by Company to Executive shall become fully vested and immediately be exercisable in full on for 30 days after such termination (or such longer period as provided for under the circumstances in applicable option awards, but in no event later than the earlier of the latest date upon which the option could have expired by its original terms under any circumstances or the tenth anniversary of the original date of termination grant of Executive’s employment; and the option), (iv2) if such termination shall be for any reason other than those encompassed by paragraphs 2.2(ioccurs prior to the date upon which a Change in Control occurs, pay to Executive (or Executive's estate), at the same time as Payment Amounts with respect to Awards are paid to other participants under the NLTIP/RSU Program (iior, if a Change in Control occurs prior to such payment date and prior to the date for which a potential payment under the NLTIP/RSU Program ceases to exist for the relevant Award, on the date upon which such Change in Control occurs), or (iii), then Company shall provide Executive all Payment Amounts with the Termination Benefits. Any lump sum cash payment due respect to Awards made to Executive pursuant to under the preceding sentence shall be paid to Executive within ten business days NLTIP/RSU Program for which a potential payment under the NLTIP/RSU Program exists as of the date of Executive’s 's termination of employment employment, as if Executive had remained employed by Company in Executive's current position through the date that would entitle Executive to the maximum payment with Company; provided thatrespect to such Awards under the NLTIP/RSU Program (calculated using the Base Amount of Executive in effect on the day immediately preceding such termination), (3) if Section 409A of the Code is applicable and Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then such termination occurs on or after the six-month anniversary date upon which a Change in Control occurs, pay to Executive (or Executive's estate), within five business days after the date of such termination, all Payment Amounts with respect to Awards made to Executive under the NLTIP/RSU Program for which a potential payment under the NLTIP/RSU Program exists as of the date of termination. The Executive's termination of employment, as if Executive agrees to execute a mutual release and waiver of claims against Employer had remained employed by Company in the form attached as Exhibit A on Executive's current position through the date that any such lump-sum payment is paid would entitle Executive to the maximum payment with respect to such Awards under the NLTIP/RSU Program (calculated using the Base Amount of Executive in effect on the day immediately preceding such termination), and (4) if termination was due to Executive's death, provide Executive's designated beneficiary or beneficiaries with the benefits contemplated under paragraph 3.3. Capitalized terms used in clauses (2) and (3) of the preceding sentence that are not defined elsewhere in this Agreement have the meanings ascribed thereto in the NLTIP/RSU Program as in effect on the Effective Date.

By Company. If Executive’s (a) The Company may terminate Employee's employment hereunder shall be terminated by Company prior to the expiration of the term provided Term (“Termination”). If such termination by the Company is for any reason other than a Termination for Cause (as defined in paragraph 2.1Section 4.1(b) hereof), or Employee’s death or disability, then: (i) all unvested options, upon such warrants and other equity grants shall vest immediately, (ii) Employee will be entitled to receive his Base Salary for a period of 30 days from the date of his termination, regardless ; and (iii) Employee shall be entitled to a continuation of health and other medical benefits and coverage at the cost and expense of the Company for a period of not less than eighteen (18) months, in consideration for all of which the parties hereto shall exchange mutual releases of claims. (b) For purposes of this Agreement, the term "Termination for Cause" means, a termination by reason thereforof any of the following: (i) Employee’s conviction of or entrance of a plea of guilty or nolo contendere to a felony; or (ii) Employee is engaging or has engaged in material fraud, all compensation material dishonesty, or other acts of willful and benefits to Executive hereunder shall terminate contemporaneously continued misconduct in connection with the termination business affairs of such employmentthe Company; provided, however, that (x) no conduct by Employee shall be deemed willful for purposes of this Section 4.1 if Executive complies fully Employee believed in good faith that such conduct was in or not opposed to the best interests of the Company, and (y) Cause shall in no event be deemed to exist with his obligations under Article 5 hereofrespect to clause (ii) above, thatunless Employee shall have first received written notice from the Board of Directors advising Employee of the specific acts or omissions alleged to constitute misconduct, and such misconduct continues after Employee shall have had a reasonable opportunity (which shall be defined as a period of time consisting of at least fifteen (15) days from the date Employee receives said notice) to correct the acts or omissions so complained of. (c) For purposes of this Agreement, Employee’s employment shall be deemed to have been terminated in the event of: (i) if such termination shall be for a reason encompassed by paragraph 2.2(i)the material reduction of Employee’s title, thenauthority, for a period duties or responsibilities, or the assignment to Employee of 6 months beginning on duties materially inconsistent with Employee’s positions with the date of such termination, Company shall pay to Executive’s designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose) his base salary at the rate as stated in effect under paragraph 3.1 on the date of such terminationSection 1 hereof; (ii) if such termination shall be for a reason encompassed by paragraph 2.2(ii), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive (or, reduction in the event Base Salary of Executive’s death, his designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose)) his base salary at the rate in effect under paragraph 3.1 on the date of such terminationEmployee; (iii) the Company’s failure to pay Employee any amounts otherwise due hereunder or under any plan, policy, program, agreement, arrangement or other commitment of the Company if such termination shall be for a reason encompassed failure is not cured by paragraphs 2.2(ithe Company within fifteen (15) or (ii), all days of the outstanding stock options, restricted stock or unit awards and other equity based awards granted by Company to Executive shall become fully vested and immediately exercisable in full on the date notice of termination of Executive’s employmentsuch failure; andor (iv) if any other material breach by the Company of this Agreement. (d) If all, or any portion, of the payments provided under this Agreement, either alone or together with other payments and benefits which Employee receives or is entitled to receive from the Company, would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code (whether or not under an existing plan, arrangement or other agreement) (each such termination shall be for any reason other than those encompassed by paragraphs 2.2(iparachute payment, a “Parachute Payment”), (ii)and would result in the imposition on the Employee of an excise tax under Section 4999 of the Internal Revenue Code, or (iii)then, then Company shall provide Executive with in addition to any other benefits to which the Termination Benefits. Any lump sum cash payment due to Executive pursuant to Employee is entitled under this Agreement, the preceding sentence Employee shall be paid by the Company an amount in cash equal to Executive within ten business days the sum of the date excise taxes payable by the Employee by reason of Executive’s termination of employment with Company; provided that, if Section 409A of receiving Parachute Payments plus the Code is applicable and Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of amount necessary to put the Code, then on or after the six-month anniversary of the date of termination. The Executive agrees to execute a mutual release and waiver of claims against Employer Employee in the form attached same after-tax position (taking into account any and all applicable federal, state and local excise, income or other taxes at the highest possible applicable rates on such Parachute Payments (including without limitation any payments under this Section 4.1(d)) as Exhibit A on the date that any such lump-sum payment is paid if no excise taxes had been imposed with respect to the ExecutiveParachute Payments.

By Company. If (a) The Company may terminate Executive’s 's employment hereunder shall be terminated by Company prior to the expiration of the term provided Term (“Termination”). If such termination by the Company is for any reason other than a Termination for Cause (as defined in paragraph 2.1Section 4.1(b) hereof), or Executive’s death or disability, then: (i) all unvested options, upon such warrants and other equity grants shall vest immediately, (ii) Executive will be entitled to receive his Base Salary for a period of 30 days from the date of his termination, regardless ; and (iii) Executive shall be entitled to a continuation of health and other medical benefits and coverage at the cost and expense of the Company for a period of not less than eighteen (18) months, in consideration for all of which the parties hereto shall exchange mutual releases of claims. (b) For purposes of this Agreement, the term "Termination for Cause" means, a termination by reason thereforof any of the following: (i) Executive’s conviction of or entrance of a plea of guilty or nolo contendere to a felony; or (ii) Executive is engaging or has engaged in material fraud, all compensation material dishonesty, or other acts of willful and benefits to Executive hereunder shall terminate contemporaneously continued misconduct in connection with the termination business affairs of such employmentthe Company; provided, however, that (x) no conduct by Executive shall be deemed willful for purposes of this Section 4.1 if Executive complies fully believed in good faith that such conduct was in or not opposed to the best interests of the Company, and (y) Cause shall in no event be deemed to exist with his obligations under Article 5 hereofrespect to clause (ii) above, thatunless Executive shall have first received written notice from the Board of Directors advising Executive of the specific acts or omissions alleged to constitute misconduct, and such misconduct continues after Executive shall have had a reasonable opportunity (which shall be defined as a period of time consisting of at least fifteen (15) days from the date Executive receives said notice) to correct the acts or omissions so complained of. (c) For purposes of this Agreement, Executive’s employment shall be deemed to have been terminated in the event of: (i) if such termination shall be for a reason encompassed by paragraph 2.2(i), then, for a period the material reduction of 6 months beginning on the date of such termination, Company shall pay to Executive’s designated beneficiary (title, authority, duties or his estate if responsibilities, or the assignment to Executive does not have a beneficiary designation on file of duties materially inconsistent with Executive’s positions with the Company for this purpose) his base salary at the rate as stated in effect under paragraph 3.1 on the date of such terminationSection 1 hereof; (ii) if such termination shall be for a reason encompassed by paragraph 2.2(ii), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive (or, reduction in the event Base Salary of Executive’s death, his designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose)) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (iii) the Company’s failure to pay Executive any amounts otherwise due hereunder or under any plan, policy, program, agreement, arrangement or other commitment of the Company if such termination shall be for a reason encompassed failure is not cured by paragraphs 2.2(ithe Company within fifteen (15) or (ii), all days of the outstanding stock options, restricted stock or unit awards and other equity based awards granted by Company to Executive shall become fully vested and immediately exercisable in full on the date notice of termination of Executive’s employmentsuch failure; andor (iv) if any other material breach by the Company of this Agreement. (d) If all, or any portion, of the payments provided under this Agreement, either alone or together with other payments and benefits which Executive receives or is entitled to receive from the Company, would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code (whether or not under an existing plan, arrangement or other agreement) (each such termination shall be for any reason other than those encompassed by paragraphs 2.2(iparachute payment, a “Parachute Payment”), (ii)and would result in the imposition on the Executive of an excise tax under Section 4999 of the Internal Revenue Code, or (iii)then, then Company shall provide in addition to any other benefits to which the Executive with is entitled under this Agreement, the Termination Benefits. Any lump sum cash payment due to Executive pursuant to the preceding sentence shall be paid by the Company an amount in cash equal to Executive within ten business days the sum of the date excise taxes payable by the Executive by reason of Executive’s termination of employment with Company; provided that, if Section 409A of receiving Parachute Payments plus the Code is applicable and amount necessary to put the Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then on or after the six-month anniversary of the date of termination. The Executive agrees to execute a mutual release and waiver of claims against Employer in the form attached same after-tax position (taking into account any and all applicable federal, state and local excise, income or other taxes at the highest possible applicable rates on such Parachute Payments (including without limitation any payments under this Section 4.1(d)) as Exhibit A on the date that any such lump-sum payment is paid if no excise taxes had been imposed with respect to the ExecutiveParachute Payments.

By Company. If Executive’s 's employment hereunder shall be terminated by Company prior to expiration of the term provided in paragraph 2.1, 2.1 hereof then, upon such termination, regardless of the reason therefor, all compensation and all benefits to Executive hereunder shall terminate contemporaneously with the termination of such employment; provided, howeverexcept that Company shall provide Executive with the payments and benefits described in clause (A) of the first sentence of paragraph 4.1 (except that the parking benefit described in clause (A)(vi) of such sentence shall not be provided if the reason for such termination is encompassed by paragraphs 2.2 (iii), if Executive complies fully with his obligations under Article 5 hereof(iv), that(v) or (vi)), and: (i) if such termination shall be for a reason encompassed by paragraph 2.2(i)without Cause, then, for a period of 6 months beginning on the date of such termination, then Company shall pay to Executive’s designated beneficiary provide Executive with the payments and benefits described in clause (or his estate B) of the first sentence of paragraph 4.1 and take the actions described in the last sentence of paragraph 4.1 (if Executive does not have a beneficiary designation on file with Company for this purpose) his base salary at the rate in effect under paragraph 3.1 on the date of such termination;applicable); and (ii) if such termination shall be for a reason encompassed by paragraph 2.2(ii), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive (or, in the event of Executive’s death, his designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose)) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (iii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), then Company shall (1) cause all options and shares of the outstanding restricted stock awarded to Executive to vest immediately upon such termination and, with respect to options, restricted stock or unit awards and other equity based awards granted by Company to Executive shall become fully vested and immediately be exercisable in full on for 30 days after such termination (or such longer period as provided for under the circumstances in applicable option awards, but in no event later than the earlier of the latest date upon which the option could have expired by its original terms under any circumstances or the tenth anniversary of the original date of termination grant of Executive’s employment; and the option), (iv2) if such termination shall be for any reason other than those encompassed by paragraphs 2.2(ioccurs prior to the date upon which a Change in Control occurs, pay to Executive (or Executive's estate), at the same time as Payment Amounts with respect to Awards are paid to other participants under the NLTIP/RSU Program (iior, if a Change in Control occurs prior to such payment date and prior to the date for which a potential payment under the NLTIP/RSU Program ceases to exist for the relevant Award, on the date upon which such Change in Control occurs), or (iii), then Company shall provide Executive all Payment Amounts with the Termination Benefits. Any lump sum cash payment due respect to Awards made to Executive pursuant to under the preceding sentence shall be paid to Executive within ten business days NLTIP/RSU Program for which a potential payment under the NLTIP/RSU Program exists as of the date of Executive’s 's termination of employment employment, as if Executive had remained employed by Company in Executive's current position through the date that would entitle Executive to the maximum payment with Company; provided thatrespect to such Awards under the NLTIP/RSU Program (calculated using the Base Amount of Executive in effect on the day immediately preceding such termination), (3) if Section 409A of the Code is applicable and Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then such termination occurs on or after the six-month anniversary date upon which a Change in Control occurs, pay to Executive (or Executive's estate), within five business days after the date of such termination, all Payment Amounts with respect to Awards made to Executive under the NLTIP/RSU Program for which a potential payment under the NLTIP/RSU Program exists as of the date of termination. The Executive's termination of employment, as if Executive agrees to execute a mutual release and waiver of claims against Employer had remained employed by Company in the form attached as Exhibit A on Executive's current position through the date that any such lump-sum payment is paid would entitle Executive to the maximum payment with respect to such Awards under the NLTIP/RSU Program (calculated using the Base Amount of Executive in effect on the day immediately preceding such termination), and (4) if termination was due to Executive's death, provide Executive's designated beneficiary or beneficiaries with the benefits contemplated under paragraph 3.3. Capitalized terms used in clauses (2) and (3) of the preceding sentence that are not defined elsewhere in this Agreement have the meanings ascribed thereto in the NLTIP/RSU Program as in effect on the Effective Date.

By Company. If Executive’s 's employment hereunder shall be terminated by Company prior to expiration of the term provided in paragraph 2.1, 2.1 hereof then, upon such termination, regardless of the reason therefor, all compensation and all benefits to Executive hereunder shall terminate contemporaneously with the termination of such employment; provided, howeverexcept that Company shall provide Executive with the payments and benefits described in clause (A) of the first sentence of paragraph 4.1 (except that the parking benefit described in clause (A)(vi) of such sentence shall not be provided if the reason for such termination is encompassed by paragraphs 2.2(iii), if Executive complies fully with his obligations under Article 5 hereof(iv), that(v) or (vi)), and: (i) if such termination shall be for a reason encompassed by paragraph 2.2(i)without Cause, then, for a period of 6 months beginning on the date of such termination, then Company shall pay to Executive’s designated beneficiary provide Executive with the payments and benefits described in clause (or his estate B) of the first sentence of paragraph 4.1 and take the actions described in the last sentence of paragraph 4.1 (if Executive does not have a beneficiary designation on file with Company for this purpose) his base salary at the rate in effect under paragraph 3.1 on the date of such termination;applicable); and (ii) if such termination shall be for a reason encompassed by paragraph 2.2(ii), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive (or, in the event of Executive’s death, his designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose)) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (iii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), then Company shall (1) cause all options and shares of the outstanding restricted stock awarded to Executive to vest immediately upon such termination and, with respect to options, restricted stock or unit awards and other equity based awards granted by Company to Executive shall become fully vested and immediately be exercisable in full on for 30 days after such termination (or such longer period as provided for under the circumstances in applicable option awards, but in no event later than the earlier of the latest date upon which the option could have expired by its original terms under any circumstances or the tenth anniversary of the original date of termination grant of Executive’s employment; and the option), (iv2) if such termination shall be for any reason other than those encompassed by paragraphs 2.2(ioccurs prior to the date upon which a Change in Control occurs, pay to Executive (or Executive's estate), at the same time as Payment Amounts with respect to Awards are paid to other participants under the NLTIP/RSU Program (iior, if a Change in Control occurs prior to such payment date and prior to the date for which a potential payment under the NLTIP/RSU Program ceases to exist for the relevant Award, on the date upon which such Change in Control occurs), or (iii), then Company shall provide Executive all Payment Amounts with the Termination Benefits. Any lump sum cash payment due respect to Awards made to Executive pursuant to under the preceding sentence shall be paid to Executive within ten business days NLTIP/RSU Program for which a potential payment under the NLTIP/RSU Program exists as of the date of Executive’s 's termination of employment employment, as if Executive had remained employed by Company in his current position through the date that would entitle Executive to the maximum payment with Company; provided thatrespect to such Awards under the NLTIP/RSU Program (calculated using the Base Amount of Executive in effect on the day immediately preceding such termination), (3) if Section 409A of the Code is applicable and Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then such termination occurs on or after the six-month anniversary date upon which a Change in Control occurs, pay to Executive (or Executive's estate), within five business days after the date of such termination, all Payment Amounts with respect to Awards made to Executive under the NLTIP/RSU Program for which a potential payment under the NLTIP/RSU Program exists as of the date of termination. The Executive's termination of employment, as if Executive agrees to execute a mutual release and waiver of claims against Employer had remained employed by Company in the form attached as Exhibit A on his current position through the date that any such lump-sum payment is paid would entitle Executive to the Executivemaximum payment with respect to such Awards under the NLTIP/RSU Program (calculated using the Base Amount of Executive in effect on the day immediately preceding such termination), and (4) provide Executive (or his designated beneficiary or beneficiaries) with the benefits contemplated under paragraph 3.3 or paragraph 3.6, as applicable. Capitalized terms used in clauses (2) and (3) of the preceding sentence that are not defined elsewhere in this Agreement have the meanings ascribed thereto in the NLTIP/RSU Program as in effect on the Effective Date.

By Company. If Executive’s employment hereunder with the Company shall be terminated by Company prior to expiration of the term provided in paragraph 2.1, then, upon such termination, regardless of the reason therefor, all compensation and benefits to Executive hereunder shall terminate contemporaneously with the termination of such employment; provided, however, if Executive complies fully with his obligations under Article 5 hereof, that: (i) if such termination shall be for a reason encompassed by paragraph 2.2(i), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive’s designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose) his base salary at the rate in effect under paragraph 3.1 on the date of such termination, and all of the outstanding stock options, restricted stock or unit awards and other equity based awards granted by Company to Executive shall become fully vested and immediately exercisable in full on the date of termination of Executive’s employment; (ii) if such termination shall be for a reason encompassed by paragraph 2.2(ii), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive (or, in the event of Executive’s death, his designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose)) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (iii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), and all of the outstanding stock options, restricted stock or unit awards and other equity based awards granted by Company to Executive shall become fully vested and immediately exercisable in full on the date of termination of Executive’s employment; and; (iviii) if such termination shall be for any reason other than those encompassed by paragraphs 2.2(i), (ii), or (iii), then Company shall provide Executive with the Termination Benefits. Any lump sum cash payment due to Executive pursuant to the preceding sentence shall be paid to Executive within ten business days of the date of Executive’s termination of employment with Company; provided that, if Section 409A of the Code is applicable and Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then on or after the six-month anniversary of the date of termination. The Executive agrees to execute a mutual release and waiver of claims against Employer in the form attached as Exhibit A on the date that any such lump-sum payment is paid to the Executive.

By Company. If Executive’s 's employment hereunder shall be terminated by Company prior to expiration of the term provided in paragraph 2.1, 2.1 hereof then, upon such termination, regardless of the reason therefor, all compensation and all benefits to Executive hereunder shall terminate contemporaneously with the termination of such employment; provided, howeverexcept that Company shall provide Executive with the payments and benefits described in clause (A) of the first sentence of paragraph 4.1 (except that the automobile benefit described in clause (A)(vi) of such sentence shall not be provided if the reason for such termination is encompassed by paragraphs 2.2 (iii), if Executive complies fully with his obligations under Article 5 hereof(iv), that(v) or (vi)), and: (i) if such termination shall be for a reason encompassed by paragraph 2.2(i)without Cause, then, for a period of 6 months beginning on the date of such termination, then Company shall pay to Executive’s designated beneficiary provide Executive with the payments and benefits described in clause (or his estate B) of the first sentence of paragraph 4.1 and take the actions described in the last sentence of paragraph 4.1 (if Executive does not have a beneficiary designation on file with Company for this purpose) his base salary at the rate in effect under paragraph 3.1 on the date of such termination;applicable); and (ii) if such termination shall be for a reason encompassed by paragraph 2.2(ii), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive (or, in the event of Executive’s death, his designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose)) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (iii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), then Company shall (1) cause all options and shares of the outstanding restricted stock awarded to Executive to vest immediately upon such termination and, with respect to options, restricted stock or unit awards and other equity based awards granted by Company to Executive shall become fully vested and immediately be exercisable in full on for 30 days after such termination (or such longer period as provided for under the circumstances in applicable option awards, but in no event later than the earlier of the latest date upon which the option could have expired by its original terms under any circumstances or the tenth anniversary of the original date of termination grant of Executive’s employment; and the option), (iv2) if such termination shall be for any reason other than those encompassed by paragraphs 2.2(ioccurs prior to the date upon which a Change in Control occurs, pay to Executive (or Executive's estate), at the same time as Payment Amounts with respect to Awards are paid to other participants under the NLTIP/RSU Program (iior, if a Change in Control occurs prior to such payment date and prior to the date for which a potential payment under the NLTIP/RSU Program ceases to exist for the relevant Award, on the date upon which such Change in Control occurs), or (iii), then Company shall provide Executive all Payment Amounts with the Termination Benefits. Any lump sum cash payment due respect to Awards made to Executive pursuant to under the preceding sentence shall be paid to Executive within ten business days NLTIP/RSU Program for which a potential payment under the NLTIP/RSU Program exists as of the date of Executive’s 's termination of employment employment, as if Executive had remained employed by Company in Executive's current position through the date that would entitle Executive to the maximum payment with Company; provided thatrespect to such Awards under the NLTIP/RSU Program (calculated using the Base Amount of Executive in effect on the day immediately preceding such termination), (3) if Section 409A of the Code is applicable and Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then such termination occurs on or after the six-month anniversary date upon which a Change in Control occurs, pay to Executive (or Executive's estate), within five business days after the date of such termination, all Payment Amounts with respect to Awards made to Executive under the NLTIP/RSU Program for which a potential payment under the NLTIP/RSU Program exists as of the date of termination. The Executive's termination of employment, as if Executive agrees to execute a mutual release and waiver of claims against Employer had remained employed by Company in the form attached as Exhibit A on Executive's current position through the date that any such lump-sum payment is paid would entitle Executive to the maximum payment with respect to such Awards under the NLTIP/RSU Program (calculated using the Base Amount of Executive in effect on the day immediately preceding such termination), and (4) if termination was due to Executive's death, provide Executive's designated beneficiary or beneficiaries with the benefits contemplated under paragraph 3.3. Capitalized terms used in clauses (2) and (3) of the preceding sentence that are not defined elsewhere in this Agreement have the meanings ascribed thereto in the NLTIP/RSU Program as in effect on the Effective Date.

By Company. If Executive’s 's employment hereunder shall be terminated by Company prior to expiration of the term provided in paragraph 2.1, 2.1 hereof then, upon such termination, regardless of the reason therefor, all compensation and all benefits to Executive hereunder shall terminate contemporaneously with the termination of such employment; provided, howeverexcept that the benefits described in paragraph 3.5 shall continue to be payable, if Executive complies fully with shall be provided Flight Benefits for the remainder of Executive's lifetime, Executive and his obligations under Article 5 hereofeligible dependents shall be provided Continuation Coverage for the remainder of Executive's lifetime, thatand: (i) if such termination shall be for a reason encompassed by paragraph 2.2(i), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive’s designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (ii) if such termination shall be for a reason encompassed by paragraph 2.2(ii), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive (or, in the event of Executive’s death, his designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose)) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (iii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), all of the outstanding stock options, restricted stock or unit awards and other equity based awards granted by Company to Executive shall become fully vested and immediately exercisable in full on the date of termination of Executive’s employment; and (iv) if such termination shall be for any reason other than those encompassed by paragraphs 2.2(i), (ii), (iii), (iv), (v) or (iiivi), then Company shall provide Executive with the Termination Benefits. Any lump sum cash payment due payments and benefits described in clauses (i) through (vi) of paragraph 4.1, and Company shall perform its obligations with respect to the automobile then used by Executive as provided in subparagraph 3.7(i); and (ii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), then Company shall (1) cause all options and shares of restricted stock awarded to Executive pursuant to vest immediately upon such termination and, with respect to options, be exercisable in full for 30 days (or such longer period as provided for under the preceding sentence shall be circumstances in applicable option awards) after such termination, (2) cause all Awards made to Executive under the Retention Program to vest immediately upon such termination, (3) cause Company to pay to Executive (or Executive's estate), at the same time as Payment Amounts with respect to Awards are paid to other participants under the LTIP or the NLTIP/RSU Program, as the case may be, all Payment Amounts with respect to Awards made to Executive within ten business days under the LTIP or the NLTIP/RSU Program having a Performance Period that has not been completed as of the date of Executive’s termination 's termination, as if Executive had remained employed by Company in his current position through the end of employment with Company; provided thateach such Performance Period (calculated using the Base Amount of Executive in effect on the day immediately preceding such termination), if Section 409A less any amounts paid to Executive under the LTIP or the NLTIP/RSU Program upon the occurrence of Executive's death or Disability after a Change in Control (such capitalized terms to have the Code is applicable and Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then on or after the six-month anniversary of the date of termination. The Executive agrees to execute a mutual release and waiver of claims against Employer meanings ascribed thereto in the form attached LTIP or in the NLTIP/RSU Program, as Exhibit A on the date that any such lump-sum payment is paid may be applicable to the Executiverelevant Awards), (4) provide Executive (or his designated beneficiary or beneficiaries) with the benefits contemplated under paragraph 3.3 or paragraph 3.6, as applicable, and (5) perform its obligations with respect to the automobile then used by Executive as provided in subparagraph 3.7(i).