Common use of Retirement Benefits Clause in Contracts

Retirement Benefits. (i) For purposes of eligibility for retirement, for early commencement or actuarial subsidies and for purposes of benefit accruals under any Company defined benefit pension plan (or any such alternative contractual arrangement that the Executive may have with the Company or any of its Subsidiaries), (i) Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that accrued as of the Termination Date, (ii) Executive will become fully vested in any defined benefit pension benefits provided by the Company and (iii) for purposes of calculating Executive's benefit, compensation shall include both Base Salary and Bonus; provided, that, (A) Base Salary applicable to any period of service deemed to occur after the Termination Date will be increased by five percent for each year of such additional service and (B) Executive's Bonus for each such year of additional service shall be based on the Target Bonus percentage; provided, further, that if any benefits afforded by this Agreement, including the benefits arising from the grant of additional service and age, are not provided under the qualified pension plan of the Company, the benefit, or its equivalent in value, shall be provided under a nonqualified pension plan of the Company or the general assets of the Company. Except for benefits payable under the qualified defined benefit pension plan of the Company (which shall be governed by the terms of such plan), the benefits payable under this Section 3(d) shall be paid to Executive by the Company and shall be determined pursuant to the terms of the Harcourt General Inc. Supplemental Executive Retirement Plan as in effect immediately prior to the Change of Control (the "SERP"), after giving effect to the provisions of this Section 3(d); provided that Executive may, if Executive obtains the consent of the Company, receive the benefits payable under this Section 3(d) in a lump sum or otherwise, within the Payment Period using the methodology set forth in Schedule B e. Retiree Medical. Following Executive's entitlement to continued activeemployee benefits pursuant to Section 3(b), if Executive is eligible for retiree medical benefits, using the eligibility criteria in effect immediately prior to the Change of Control, Executive shall be entitled to, and Company shall be required to pay, retiree medical coverage at the same benefit level and at the same cost to Executive as specified by the retiree medical plan in effect immediately prior to the Change of Control; provided, that for all purposes under this Section 3(e), Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that eligible to be taken into account under the retiree medical plan as of the Termination Date.

Retirement Benefits. (i) For purposes of eligibility for retirement, for early commencement or actuarial subsidies and for purposes of benefit accruals under any Company defined benefit pension plan (or any such alternative contractual arrangement that the Executive may have with the Company or any of its Subsidiaries), (i) Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that accrued as of the Termination Date, (ii) Executive will become fully vested in any defined benefit pension benefits provided by the Company and (iii) for purposes of calculating Executive's benefit, compensation shall include both Base Salary and Bonus; provided, that, (A) Base Salary applicable to any period of service deemed to occur after the Termination Date will be increased by five percent for each year of such additional service and (B) Executive's Bonus for each such year of additional service shall be based on the Target Bonus percentage; provided, further, that if any benefits afforded by this Agreement, including the benefits arising from the grant of additional service and age, are not provided under the qualified pension plan of the Company, the benefit, or its equivalent in value, shall be provided under a nonqualified pension plan of the Company or the general assets of the Company. Except for benefits payable under the qualified defined benefit pension plan of the Company (which shall be governed by the terms of such plan), the benefits payable under this Section 3(d) shall be paid to Executive by the Company and shall be determined pursuant to the terms of the Harcourt General Inc. Supplemental Executive Retirement Plan as in effect immediately prior to the Change of Control (the "SERP"), after giving effect to the provisions of this Section 3(d); provided that Executive may, if Executive obtains the consent of the Company, receive the benefits payable under this Section 3(d) in a lump sum or otherwise, within the Payment Period using the methodology set forth in Schedule B e. Retiree Medical. Following Executive's entitlement to continued activeemployee active employee benefits pursuant to Section 3(b), if Executive is eligible for retiree medical benefits, using the eligibility criteria in effect immediately prior to the Change of Control, Executive shall be entitled to, and Company shall be required to pay, retiree medical coverage at the same benefit level and at the same cost to Executive as specified by the retiree medical plan in effect immediately prior to the Change of Control; provided, that for all purposes under this Section 3(e), Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that eligible to be taken into account under the retiree medical plan as of the Termination Date.

Retirement Benefits. (i) For purposes of eligibility for retirement, for early commencement or actuarial subsidies and for purposes of benefit accruals under any Company defined benefit pension plan (or any such alternative contractual arrangement that the Executive may have with the Company or any of its Subsidiaries), (i) Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that accrued as of the Termination Date, (ii) Executive will become fully vested in any defined benefit pension benefits provided by the Company and (iii) for purposes of calculating Executive's benefit, compensation shall include both Base Salary and Bonus; provided, that, (A) Base Salary applicable to any period of service deemed to occur after the Termination Date will be increased by five percent for each year of such additional service and (B) Executive's Bonus for each such year of additional service shall be based on the Target Bonus percentage; provided, further, that if any benefits afforded by this Agreement, including the benefits arising from the grant of additional service and age, are not provided under the qualified pension plan of the Company, the benefit, or its equivalent in value, shall be provided under a nonqualified pension plan of the Company or the general assets of the Company. Except for benefits payable under the qualified defined benefit pension plan of the Company (which shall be governed by the terms of such plan), the benefits payable under this Section 3(d) shall be paid to Executive by the Company and shall be determined pursuant to the terms of the Harcourt General Inc. Supplemental Executive Retirement Plan as in effect immediately prior to the Change of Control (the "SERP"), after giving effect to the provisions of this Section 3(d); provided that Executive may, if Executive obtains the consent of the Company, receive the benefits payable under this Section 3(d) in a lump sum or otherwise, within the Payment Period using the methodology set forth in Schedule B e. Retiree Medical. Following Executive's entitlement to continued activeemployee benefits pursuant to Section 3(b), if Executive is eligible for retiree medical benefits, using the eligibility criteria in effect immediately prior to the Change of Control, Executive shall be entitled to, and Company shall be required to pay, retiree medical coverage at the same benefit level and at the same cost to Executive as specified by the retiree medical plan in effect immediately prior to the Change of Control; provided, that for all purposes under this Section 3(e), Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that eligible to be taken into account under the retiree medical plan as of the Termination Date.B.

Retirement Benefits. (i) For purposes of eligibility for retirementAs additional Severance Benefits, for early commencement or actuarial subsidies and for purposes of benefit accruals under any Company defined benefit pension plan (or any such alternative contractual arrangement that the Executive may have with the Company or any of its Subsidiaries), (i) Executive will be credited with an additional number entitled to receive the amount of years of service defined contribution retirement benefits Executive would have received from the Company under all (qualified and age equal to the Severance Multiple beyond that accrued as nonqualified) defined contribution retirement plans (which shall not include severance plans) of the Termination DateCompany in which the Executive participates, (ii) had the Executive will become fully vested continued in any defined benefit pension benefits provided by the employ of the Company through the end of the plan year containing the 24-month anniversary of the date of Executive’s Separation from Service. For this purpose, future plan changes shall be disregarded and (iii) for purposes this additional period shall be inclusive of calculating Executive's benefit, compensation and shall include both Base Salary and Bonus; provided, that, (A) Base Salary applicable not be in addition to any period of service deemed to occur after credited under any severance plan of the Termination Date will be increased by five percent for each year Company. In all events, the amount of such additional service any profit sharing and (B) Executive's Bonus for each such year of additional service matching contribution shall be based on the Target Bonus percentage; providedpercentage paid to the Executive in the year prior to the Change in Control or, furtherif greater, that the percentage amount being accrued by the Company prior to the Change in Control, and using as the contribution base, the Executive’s benefit under subsections 4(a) and 4(b). For purposes of clarification, Executive shall receive such matching contribution amount without the need to make any of his own contributions. In the case of any defined benefit plan (qualified or nonqualified) in which Executive has a benefit, if any benefits afforded by Executive is under age 60 on the first day of the month on or after Separation from Service, as an additional Severance Benefit hereunder, Executive shall receive such additional lump sum amount he would receive under such plans determined as if he were to take a lump sum under such plans as of the first day of the month on or after his Separation from Service, but computed as if he were age 60 as of such date. Additional Severance Benefits specified in this Agreement, including the benefits arising from the grant of additional service and agesubsection are to be provided on an unfunded basis, are not provided under intended to meet the qualified pension plan qualification requirements of Section 401 of the CompanyInternal Revenue Code, the benefit, or its equivalent in value, and shall be provided under a nonqualified pension plan of the Company or payable solely from the general assets of the Company. Except for benefits payable under the qualified defined benefit pension plan of the Company (which Payment shall be governed by made as provided in the terms last paragraph of such plan), the benefits payable under this Section 3(d) shall be paid to Executive by the Company and shall be determined pursuant to the terms of the Harcourt General Inc. Supplemental Executive Retirement Plan as in effect immediately prior to the Change of Control (the "SERP"), after giving effect to the provisions of this Section 3(d); provided that Executive may, if Executive obtains the consent of the Company, receive the benefits payable under this Section 3(d) in a lump sum or otherwise, within the Payment Period using the methodology set forth in Schedule B e. Retiree Medical. Following Executive's entitlement to continued activeemployee benefits pursuant to Section 3(b), if Executive is eligible for retiree medical benefits, using the eligibility criteria in effect immediately prior to the Change of Control, Executive shall be entitled to, and Company shall be required to pay, retiree medical coverage at the same benefit level and at the same cost to Executive as specified by the retiree medical plan in effect immediately prior to the Change of Control; provided, that for all purposes under this Section 3(e), Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that eligible to be taken into account under the retiree medical plan as of the Termination Date4.

Retirement Benefits. (i) For purposes of eligibility for retirement, for early commencement or actuarial subsidies and for purposes of benefit accruals under any Company defined benefit pension plan (or any such alternative contractual arrangement that the Executive may have with the Company or any of its Subsidiaries), (i) The Executive will be credited with an additional number of years of service entitled to receive retirement benefits as provided herein, so that the total retirement benefits the Executive receives from the Corporation will approximate the total retirement benefits the Executive would have received under all (qualified and age equal to the Severance Multiple beyond that accrued as nonqualified) retirement plans (which shall not include severance plans) of the Termination Date, (ii) Corporation in which the Executive will become participates were the Executive fully vested under such retirement plans and had the Executive continued in any defined benefit pension benefits provided by the Company and (iii) employ of the Corporation for purposes 36 months following the date of calculating the Executive's benefittermination or until the Executive's Retirement, compensation if earlier (provided that such additional period shall include both Base Salary be inclusive of and Bonus; provided, that, (A) Base Salary applicable shall not be in addition to any period of service deemed credited under any severance plan of the Corporation). The benefits specified in this subsection will include all ancillary benefits, such as early retirement and survivor rights and benefits available at retirement. The amount payable to occur after the Termination Date will Executive or the Executive's beneficiaries under this subsection shall equal the excess of (1) the retirement benefits that would be increased by five percent for each year paid to the Executive or the Executive's beneficiaries, under all retirement plans of the Corporation in which the Executive participates if (A) the Executive were fully vested under such additional service and plans, (B) the 36-month period (or the period until the Executive's Bonus for each such year of additional service shall be based on Retirement, if less) following the Target Bonus percentage; provided, further, that if any benefits afforded by this Agreement, including the benefits arising from the grant of additional service and age, are not provided under the qualified pension plan date of the CompanyExecutive's termination were added to the Executive's credited service under such plans, the benefit, or its equivalent in value, shall be provided under a nonqualified pension plan of the Company or the general assets of the Company. Except for benefits payable under the qualified defined benefit pension plan of the Company (which shall be governed by C) the terms of such plan), the benefits payable under this Section 3(d) shall be paid to Executive by the Company and shall be determined pursuant plans were those most favorable to the terms of the Harcourt General Inc. Supplemental Executive Retirement Plan as in effect immediately at any time during the period commencing prior to the Change of Control and ending on the date of Notice of Termination (or on the "SERP"date employment is terminated if no Notice of Termination is required), after giving effect to and (D) the provisions of this Section 3(d); provided that Executive's highest average annual compensation as defined under such retirement plans and was calculated as if the Executive mayhad been employed by the Corporation for a 36-month period (or the period until the Executive's Retirement, if Executive obtains earlier) following the consent date of the Company, receive the benefits payable under this Section 3(d) in a lump sum or otherwise, within the Payment Period using the methodology set forth in Schedule B e. Retiree Medical. Following Executive's entitlement to continued activeemployee benefits pursuant to Section 3(b), if Executive is eligible for retiree medical benefits, using termination and had the eligibility criteria in effect immediately prior to the Change of Control, Executive shall be entitled to, and Company shall be required to pay, retiree medical coverage at the same benefit level and at the same cost to Executive as specified by the retiree medical plan in effect immediately prior to the Change of Control; provided, that for all purposes under this Section 3(e), Executive will be credited with an additional number of years of service and age Executive's compensation during such period been equal to the Severance Multiple beyond that eligible Executive's compensation used to be taken into account under the retiree medical plan as of the Termination Date.calculate the

Retirement Benefits. (a) If the Executive's employment should terminate under such circumstances as entitle the Executive to receive payments pursuant to section 3(b) hereof, then, notwithstanding such termination, the Executive shall be deemed to continue as an active employee participant in the Corporation's pension plan for salaried employees, and the benefits payable to him, his surviving spouse or contingent annuitant shall be calculated as if he had been continuously employed by the Corporation for those years (including parts thereof) subsequent to the Date of Termination and prior to the earlier of (i) For purposes three years subsequent to the Date of eligibility for retirementTermination, for early commencement and (ii) the Executive's death or actuarial subsidies and for purposes attainment of benefit accruals under any Company defined benefit pension plan age 65 (or any such alternative contractual arrangement that or, if earlier, the age agreed to by the Executive may have with the Company or pursuant to any of its Subsidiariesprior arrangement), at the covered remuneration set forth in the following sentences of this subsection. The covered remuneration for any part of a year remaining after the Date of Termination shall equal the number of months remaining in such year times the sum determined pursuant to section 3(b)(iv)(B) hereof and divided by twelve. The covered remuneration for the first full credited year following the Date of Termination shall equal the sum determined pursuant to section 3(b)(iv)(B) hereof. The covered remuneration for the first full credited year after the first full credited year shall equal the sum of (i) Executive will be the covered remuneration for the immediately preceding year plus (ii) the product of the Annual Salary Adjustment percentage for such credited with an additional number years times the covered remuneration for the immediately preceding year. (b) If for any reason whether by law or the terms of the Corporation's pension plan, such pension plan cannot either use the above credited years of service and age equal to the Severance Multiple beyond that accrued as of the Termination Date, (ii) Executive will become fully vested remuneration above described in any defined benefit pension benefits provided by the Company and (iiisubsection 5(a) for purposes of calculating the Executive's benefitpension benefits (including surviving spouse and contingent annuitant benefits) or cannot pay the full amount of benefits which would result from the foregoing subsections, compensation shall include both Base Salary and Bonus; provided, that, then the Corporation hereby contractually agrees to pay the difference between (Ai) Base Salary applicable to any period of service deemed to occur after the Termination Date will be increased by five percent for each year of such additional service and (B) Executive's Bonus for each such year of additional service shall be based on the Target Bonus percentage; provided, further, that if any benefits afforded by this Agreement, including the benefits arising from which would be payable if the grant of additional service and age, are not provided under the qualified pension plan of had been able to pay such benefits based upon the Company, the benefit, or its equivalent in value, shall be provided under a nonqualified pension plan of the Company or the general assets of the Company. Except for benefits payable under the qualified defined benefit pension plan of the Company (which shall be governed by the terms of such plan), the benefits payable under this Section 3(d) shall be paid to Executive by the Company and shall be determined pursuant to the terms of the Harcourt General Inc. Supplemental Executive Retirement Plan as in effect immediately prior to the Change of Control (the "SERP"), after giving effect to the provisions of this Section 3(d); provided that Executive may, if Executive obtains the consent of the Company, receive the benefits payable under this Section 3(d) in a lump sum or otherwise, within the Payment Period using the methodology set forth in Schedule B e. Retiree Medical. Following Executive's entitlement to continued activeemployee benefits pursuant to Section 3(b), if Executive is eligible for retiree medical benefits, using the eligibility criteria in effect immediately prior to the Change of Control, Executive shall be entitled to, and Company shall be required to pay, retiree medical coverage at the same benefit level and at the same cost to Executive as specified by the retiree medical plan in effect immediately prior to the Change of Control; provided, that for all purposes under this Section 3(e), Executive will be credited with an additional number of years of service and age equal covered remuneration above described in subsection 5(a), and (ii) the benefits, if any, actually paid to the Severance Multiple beyond that eligible Executive, his surviving spouse or contingent annuitant by the pension plan. The Corporation shall not be required to be taken into account under fund its obligation to pay the retiree medical plan as of the Termination Dateforegoing difference.

Retirement Benefits. (i) For purposes In lieu of eligibility for retirement, for early commencement or actuarial subsidies and for purposes of any annual monetary retirement benefit accruals under any Company defined benefit pension plan (or any such alternative contractual arrangement that to which the Executive may have with might otherwise be entitled under the Company Excess Retirement Income Plan ("ERIP") and the Eastman Unfunded Retirement Income Plan ("URIP"), the Executive shall, immediately upon the earlier of the expiration of the Employment Period or any the termination of its Subsidiariesthe Executive's employment pursuant to subsections 7(b), (id) Executive will be credited with an additional number or (e), receive the first lump sum cash payment in the amount determined by Exhibit A hereto, which Exhibit is hereby made a part of years of service and age equal to the Severance Multiple beyond that accrued as of the Termination Date, (ii) Executive will become fully vested in any defined benefit pension benefits provided by the Company and (iii) for purposes of calculating Executive's benefit, compensation shall include both Base Salary and Bonus; provided, that, (A) Base Salary applicable to any period of service deemed to occur after the Termination Date will be increased by five percent for each year of such additional service and (B) Executive's Bonus for each such year of additional service shall be based on the Target Bonus percentage; provided, further, that if any benefits afforded by this Agreement. In addition, including if the benefits arising from the grant of additional service and age, are not provided under the qualified pension plan of the Company, the benefit, or its equivalent in value, shall be provided under a nonqualified pension plan of the Company or the general assets of the Company. Except for benefits payable under the qualified defined benefit pension plan of the Company (which shall be governed by the terms of such plan), the benefits payable under this Section 3(d) shall be paid to Executive by the Company and shall be determined pursuant to the terms of the Harcourt General Inc. Supplemental Executive Retirement Plan as in effect is employed hereunder immediately prior to the Change expiration of Control (the "SERP")Employment Period, after giving effect to the provisions of this Section 3(d); provided that Executive mayshall receive the second lump sum cash payment in the amount determined by Exhibit A hereto, payable no later than May 1, 2001. Finally, if Executive obtains the consent of the Company, receive the benefits payable under this Section 3(d) in a lump sum or otherwise, within the Payment Period using the methodology set forth in Schedule B e. Retiree Medical. Following Executive's entitlement to continued activeemployee benefits pursuant to Section 3(b), if Executive is eligible for retiree medical benefits, using the eligibility criteria in effect employed hereunder immediately prior to the Change expiration of Controlthe Employment Period, the Executive shall be entitled toto elect no later than the date the Company announces to participants the performance results under the Company's Long Term Performance Plan for the performance cycle under such plan ending in the year 2000, to receive the third lump sum cash payment in the amount determined by Exhibit A hereto, payable no later than May 1, 2001. If the Executive does not make a timely election as described in the immediately preceding sentence, then Executive shall continue to participate in the Company's Long Term Performance Plan after December 31, 2000, and Company shall be required receive awards of stock under such Plan with respect to paythe performance cycles that commenced prior to December 31, retiree medical coverage at 2000 and end after the same benefit level and at expiration of the same cost to Executive Employment Period as specified though the target performance levels for each such cycle had been achieved by the retiree medical plan in effect immediately prior to the Change of ControlCompany if less than target level performance is actually achieved; provided, however, that the actual delivery of company stock for each such cycle shall be made at the later of (a) the time delivery of company stock would be made to other participants in the Plan with respect to such cycle if target performance with respect to such cycle was achieved, or (b) January 31, 2001. Except as expressly provided in this Agreement, any rights that Executive may have under the incentive compensation, retirement, welfare and severance plans described in subsection 4(b) shall be determined by the terms and conditions of such plans as in effect on the Date of Termination and the Company's applicable programs and practices as in effect on the Date of Termination, and all purposes other rights under this Section 3(e), Executive will Agreement shall be credited with an additional number of years of service and age equal to the Severance Multiple beyond that eligible to be taken into account under the retiree medical plan as of the Termination Dateterminated.

Retirement Benefits. If the Executive participates in the Retirement Annuity Plan for Salaried Employees of Harley-Davidson (the “Salaried Retirement Plan”), then the Executive will be entitled to additional benefits under (i) For purposes of eligibility for retirementthe Harley-Davidson, for early commencement or actuarial subsidies Inc. Pension Benefit Restoration Plan (the “Benefit Restoration Plan”) and for purposes of benefit accruals under any Company defined benefit pension plan (or any such alternative contractual arrangement that the Executive may have with the Company or any of its Subsidiaries), (i) Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that accrued as of the Termination Date, (ii) any other supplemental retirement plan of the HDI Group in which the Executive will become fully vested participates or any other agreement between the HDI Group and the Executive providing retirement benefits for the Executive, or any successors to such plans, based on the most favorable benefit provisions of such plans in effect at any defined benefit pension benefits provided by time during the Company 180-day period prior to the date of the Change of Control Event (the Pension Restoration Plan and (iii) for purposes of calculating Executive's benefit, compensation shall include both Base Salary and Bonus; provided, that, (A) Base Salary applicable such other programs are collectively referred to any period of service deemed to occur after as the Termination Date will be increased by five percent for each year “Retirement Plans”). The amount of such additional service and (B) Executive's Bonus for each such year of additional service shall be based on the Target Bonus percentage; provided, further, that if any benefits afforded by this Agreement, including the benefits arising from the grant of additional service and age, are not provided under the qualified pension plan of the Company, the benefit, or its equivalent in value, shall be provided under a nonqualified pension plan of the Company or the general assets of the Company. Except for benefits payable under the qualified defined benefit pension plan of the Company (which shall be governed by the terms of each such plan), the benefits payable under this Section 3(d) shall Retirement Plan will be paid to Executive by the Company and shall be determined pursuant to in accordance with the terms of the Harcourt General Inc. Supplemental Executive applicable Retirement Plan and shall equal to the difference between (i) the amount the Executive (or in the event of the Executive’s death, the Executive’s surviving spouse or other beneficiary) is actually entitled to receive upon retirement or termination under the terms and conditions of the applicable Retirement Plan, and (ii) the amount the Executive (or such surviving spouse or beneficiary) would have been entitled to receive under such terms and conditions if (A) the Executive’s benefits under the applicable Retirement Plan had been fully vested on the date of Termination, (B) the Executive had continued to work until the earlier of the Executive’s 65th birthday or the third anniversary of the date of Termination, and (C) the Executive had continued to receive compensation (both base salary and, to the extent relevant under a Retirement Plan, bonuses or other compensation) during the period of assumed employment at the highest rate and at the same time as in effect such compensation was paid to the Executive during the calendar year immediately prior to preceding the date on which occurs the Change of Control (Event or the "SERP")calendar year immediately preceding the year in which occurs the date of Termination, after giving effect whichever is more beneficial to the provisions of this Section 3(d); provided that Executive may, if Executive obtains the consent of the Company, receive the benefits payable under this Section 3(d) in a lump sum or otherwise, within the Payment Period using the methodology set forth in Schedule B e. Retiree Medical. Following Executive's entitlement to continued activeemployee benefits pursuant to Section 3(b), if Executive is eligible for retiree medical benefits, using the eligibility criteria in effect immediately prior to the Change of Control, Executive shall be entitled to, and Company shall be required to pay, retiree medical coverage at the same benefit level and at the same cost to Executive as specified by the retiree medical plan in effect immediately prior to the Change of Control; provided, that for all purposes under this Section 3(e), Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that eligible to be taken into account under the retiree medical plan as of the Termination Date.

Retirement Benefits. (i) For purposes of eligibility for retirement, for early commencement or actuarial subsidies and for purposes of benefit accruals under any Company defined benefit pension plan (or any such alternative contractual arrangement that the Executive may have with the Company or any of its Subsidiaries), (i) The Executive will be credited with an additional number entitled to receive retirement benefits as provided under the Companies’ defined benefit (qualified and nonqualified) retirement plans (which shall include the Supplemental Retirement Plan (“SERP”) and the Special SERP, but not include any severance plans) in which the Executive participates. The benefits specified in this subsection will be paid under the terms of, and at the same time and in the same form as provided under, the qualified retirement plans, SERP, Special SERP, or other similar nonqualified arrangement designated by the Companies according to its terms and conditions. Notwithstanding the foregoing, if any qualified plan benefit provided under this subsection is unable to be paid under the terms of years of service the applicable qualified plan, such benefits shall be paid at the same time and age equal in the same form as benefits that are paid under the SERP.. The benefits specified in this subsection will include all ancillary benefits, such as early retirement and survivor rights and benefits available at retirement. The amount payable to the Severance Multiple beyond Executive or the Executive’s beneficiaries under this subsection shall equal the excess of (1) the retirement benefits that accrued as would be paid to the Executive or the Executive’s beneficiaries, under such defined benefit retirement plans of the Termination Date, (ii) Companies in which the Executive will become fully vested in any defined benefit pension benefits provided by the Company and (iii) for purposes of calculating Executive's benefit, compensation shall include both Base Salary and Bonus; provided, that, participates if (A) Base Salary applicable to any period of service deemed to occur after the Termination Date will be increased by five percent for each year of such additional service and (B) Executive's Bonus for each such year of additional service shall be based on the Target Bonus percentage; provided, further, that if any benefits afforded by this Agreement, including the benefits arising from the grant of additional service and age, are not provided under the qualified pension plan of the Company, the benefit, or its equivalent in value, shall be provided under a nonqualified pension plan of the Company or the general assets of the Company. Except for benefits payable under the qualified defined benefit pension plan of the Company (which shall be governed by the terms of such plan), the benefits payable under this Section 3(d) shall be paid to Executive by the Company and shall be determined pursuant plans were those most favorable to the terms of the Harcourt General Inc. Supplemental Executive Retirement Plan as in effect immediately at any time during the period commencing prior to the Change of Control and ending on the date of Notice of Termination (or on the "SERP"separation from service date if no Notice of Termination is required), after giving effect and (B) the Executive’s highest average annual compensation as defined under such defined benefit retirement plans; over (2) the retirement benefits that are payable to the provisions of this Section 3(d); provided that Executive may, if Executive obtains or the consent Executive’s beneficiaries under such defined benefit retirement plans of the Company, receive Companies in which the benefits payable under this Section 3(d) in a lump sum or otherwise, within the Payment Period using the methodology set forth in Schedule B e. Retiree Medical. Following Executive's entitlement to continued activeemployee benefits pursuant to Section 3(b), if Executive is eligible for retiree medical benefits, using the eligibility criteria in effect immediately prior to the Change of Control, Executive shall be entitled to, and Company shall be required to pay, retiree medical coverage at the same benefit level and at the same cost to Executive as specified by the retiree medical plan in effect immediately prior to the Change of Control; provided, that for all purposes under this Section 3(e), Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that eligible to be taken into account under the retiree medical plan as of the Termination Dateparticipates.

Retirement Benefits. (i) For purposes of eligibility for retirementIf the Termination Date is the Anticipated Retirement Date, for early commencement or actuarial subsidies and for purposes of benefit accruals under any Company defined benefit pension plan (or any such alternative contractual arrangement that the Executive may have with then the Company or any of its Subsidiaries), (i) shall pay Executive will be credited with an additional number of years of service and age equal such compensation that has been earned but not paid to the Severance Multiple beyond that accrued Executive as of the Termination Date, including any annual base salary earned but not paid through the date of Executive’s termination, any annual bonus earned by Executive for the fiscal year ending December 31, 2018, if not yet paid, and any other benefits (including without limitation equity vesting in accordance with the terms of the applicable plan and awards) to which Executive is legally entitled as of such date under the terms and conditions of any benefit plans of the Company in which Executive is participating as of such date. In addition, if the Termination Date is the Anticipated Retirement Date, subject to Executive’s satisfaction of the conditions set forth below in Section 7(b), the Company shall provide to Executive the following benefits in recognition of Executive’s contributions to a successful transition process (hereinafter the “Retirement Benefits”): (i) The Company will pay Executive a transition bonus in the amount of $2,000,000 in cash, less withholdings, within 10 business days following the expiration of the rescission period for the Second Release. (ii) If Executive will become fully vested in any defined benefit pension benefits provided by the Company elects to continue his group medical and (iii) for purposes of calculating Executive's benefit, compensation shall include both Base Salary and Bonus; provided, that, (A) Base Salary applicable to any period of service deemed to occur after the Termination Date will be increased by five percent for each year of such additional service and (B) Executive's Bonus for each such year of additional service shall be based on the Target Bonus percentage; provided, further, that if any benefits afforded by this Agreement, including the benefits arising from the grant of additional service and age, are not provided under the qualified pension plan of the Company, the benefit, or its equivalent in value, shall be provided under a nonqualified pension plan of the Company or the general assets of the Company. Except for benefits payable under the qualified defined benefit pension plan of the Company (which shall be governed by the terms of such plan), the benefits payable under this Section 3(d) shall be paid to Executive by the Company and shall be determined dental insurance pursuant to the terms of the Harcourt General Inc. Supplemental Executive Retirement Plan applicable plans and laws (“COBRA health coverage”), the Company will pay Executive’s group medical and dental health premiums at the same level of coverage as in effect immediately prior to the Change of Control (the "SERP"), after giving effect to the provisions of this Section 3(d); provided that Executive may, if Executive obtains the consent of the Company, receive the benefits payable under this Section 3(d) in a lump sum or otherwise, within the Payment Period using the methodology set forth in Schedule B e. Retiree Medical. Following Executive's entitlement to continued activeemployee benefits pursuant to Section 3(b), if Executive is eligible for retiree medical benefits, using the eligibility criteria in effect immediately prior to the Change of Control, Executive shall be entitled to, and Company shall be required to pay, retiree medical coverage at the same benefit level and at the same cost to Executive as specified by the retiree medical plan in effect immediately prior to the Change of Control; provided, that for all purposes under this Section 3(e), Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that eligible to be taken into account under the retiree medical plan as of the Termination Date., through the earliest of (A) eighteen (18) months following the Termination Date, (B) the date on which Executive becomes eligible for comparable group medical or dental coverage from any other employer, or (C) the date that COBRA health coverage ends under the applicable plan or laws. (iii) The Company will provide for vesting of the following equity awards to the extent and on the terms provided below: (1) With respect to the 11,406 shares of the Company’s common stock (“Shares”) subject to that certain restricted stock unit award dated January 19, 2018 granted to Executive (the “Deferred Cash Bonus RSU Award”), the units subject to the Deferred Cash Bonus RSU Award will vest and the restrictions on the units will lapse on the expiration of the rescission period for the Second Release. (2) Executive shall remain entitled to vest in and receive a distribution of two-thirds of (A) that certain Performance Share Award (Marketing Solutions and Other Services-Revenue) granted February 23, 2017 with a target number of Shares equal to 11,903 Shares and (B) that certain Performance Share Award (Total Shareholder Return) granted February 23, 2017 with a target number of Shares equal to 11,903 Shares, to the extent such awards are earned based on the Company’s attainment of the respective performance goals following the applicable performance period, as determined by the Compensation Committee in accordance with the terms thereof at such time and in the same manner as the Compensation Committee determines the level of payout for other employees with similar awards. Any fraction of an award earned shall be rounded to the nearest whole Share. 5 (3) Executive shall remain entitled to vest in and receive a distribution of one-third of: (A) that certain Performance Share Award (Marketing Solutions and Other Services-Organic Growth) granted February 21, 2018 with a target number of Shares equal to 13,062 Shares, and (B) that certain Performance Share Award (Total Shareholder Return) granted February 21, 2018 with a target number of Shares equal to 13,061 Shares, to the extent such awards are earned based on the Company’s attainment of the respective performance goals following the applicable performance period, as determined by the Compensation Committee in accordance with the terms thereof at such time and in the same manner as the Compensation Committee determines the level of payout for other employees with similar awards. Any fraction of an award earned shall be rounded to the nearest whole Share. (b)

Retirement Benefits. (i) For purposes of eligibility for retirement, for early commencement or actuarial subsidies and for purposes of benefit accruals under any Company defined benefit pension plan (or any such alternative contractual arrangement that To induce the Executive may to continue in the Company's employ and to enter into this amended and restated employment agreement, which eliminates a number of provisions that would have provided the Executive substantial benefits in connection with his termination of service with the Company or any of its Subsidiaries)Company, (i) Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that accrued as of the Termination Date, (ii) Executive will become fully vested in any defined benefit pension benefits provided by the Company and (iii) for purposes of calculating the Executive's benefitretirement benefit under any excess or supplemental defined benefit retirement plans in which the Executive participates, compensation shall include both Base Salary and Bonus; providedincluding, thatwithout limitation, (A) Base Salary applicable to any period of service deemed to occur after the Termination Date will be increased by five percent for each year of such additional service and (B) Executive's Bonus for each such year of additional service shall be based on the Target Bonus percentage; provided, further, that if any benefits afforded by this Agreement, including the benefits arising from the grant of additional service and age, are not provided under the qualified pension plan of the Company, the benefit, or its equivalent in value, shall be provided under a nonqualified pension plan of the Company or the general assets of the Company. Except for benefits payable under the qualified defined benefit pension plan of the Company (which shall be governed by the terms of such plan), the benefits payable under this Section 3(d) shall be paid to Executive by the Company and shall be determined pursuant to the terms of the Harcourt General Inc. Supplemental 's Executive Retirement and Savings Plan as in effect immediately prior to the Change of Control (collectively, the "SERP"), after giving effect ) and notwithstanding anything in the SERP to the provisions contrary, the annual retirement benefit payable to the Executive at his normal retirement age under the SERP (which may be paid in a lump sum) shall be not less than 65% of this Section 3(dhis final average Earnings, which shall be equal to the average of the sums of the Executive's Earnings payable (in each case determined by including in such calculation any amounts of Annual Base Salary or bonus payable, but deferred (regardless of whether on a mandatory basis or at the election of the Executive); provided that Executive may) in respect of any three years during the last ten years of the Executive's service (including the Severance Period) in which the average of such sums is the highest. In the event of the Executive's death prior to the commencement of receipt of his retirement benefit, notwithstanding anything in the SERP to the contrary, the retirement benefit payable hereunder to the Executive's surviving spouse or, if the Executive obtains the consent of the Companyis not survived by his spouse, receive the benefits payable under this Section 3(d) to his estate, shall be paid in a lump sum or otherwise, within in an amount equal to the Payment Period using benefit that would have been payable to the methodology set forth in Schedule B e. Retiree Medical. Following Executive's entitlement to continued activeemployee benefits pursuant to Section 3(b), if Executive is eligible for retiree medical benefits, using had the eligibility criteria in effect Executive terminated his employment immediately prior to his death and received the Change retirement benefit as a lump sum. For the avoidance of Controldoubt, Executive shall be entitled tofor purposes of calculating the Executive's annual retirement benefit and the retirement benefit payable to his surviving spouse or his estate, and Company shall be required to pay, retiree medical coverage at the same benefit level and at the same cost as provided above in this paragraph (c): (A) all amounts payable (or that would have been payable) to Executive as specified by the retiree medical plan in effect immediately prior to the Change respect of Control; provided, that for all purposes under this Section 3(e), Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that eligible to Period absent his death shall be taken into account under as provided in Section 5(a)(iii), (B) no such retirement benefit shall be subject to reduction on account of any Offset, and (C) the retiree medical plan amount of any retirement benefit calculated as provided above shall, upon the commencement thereof (either annually or as a lump sum), be subject to cost of living increases in accordance with the Termination DateExisting Plan. Capitalized terms used herein without other definition shall have the meanings given in the Xxxxxx Scientific International Inc. Executive Retirement and Savings Program as restated effective June 23, 1997 (the "Existing Plan").

Retirement Benefits. (i) For purposes of eligibility for retirement, for early commencement or actuarial subsidies and for purposes of benefit accruals under any Company defined benefit pension plan (or any such alternative contractual arrangement that To induce the Executive may to continue in the Company's employ and to enter into this amended and restated employment agreement, which eliminates a number of provisions that would have provided the Executive substantial benefits in connection with his termination of service with the Company or any of its Subsidiaries)Company, (i) Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that accrued as of the Termination Date, (ii) Executive will become fully vested in any defined benefit pension benefits provided by the Company and (iii) for purposes of calculating the Executive's benefitretirement benefit under any excess or supplemental defined benefit retirement plans in which the Executive participates, compensation shall include both Base Salary including, without limitation, the Company's Executive Retirement and Bonus; provided, thatSavings Plan, (A) Base Salary applicable to any period of service deemed to occur after the Termination Date will be increased by five percent for each year of such additional service and (B) Executive's Bonus for each such year of additional service shall be based on the Target Bonus percentage; providedcollectively, further, that if any benefits afforded by this Agreement, including the benefits arising from the grant of additional service and age, are not provided under the qualified pension plan of the Company, the benefit, or its equivalent in value, shall be provided under a nonqualified pension plan of the Company or the general assets of the Company. Except for benefits payable under the qualified defined benefit pension plan of the Company (which shall be governed by the terms of such plan), the benefits payable under this Section 3(d) shall be paid to Executive by the Company and shall be determined pursuant to the terms of the Harcourt General Inc. Supplemental Executive Retirement Plan as in effect immediately prior to the Change of Control (the "SERP"), after giving effect ) and notwithstanding anything in the SERP to the provisions contrary, the annual retirement benefit payable to the Executive at his normal retirement age under the SERP (which may be paid in a lump sum) shall be not less than 65% of this Section 3(dhis final average Earnings, which shall be equal to the average of the sums of the Executive's Earnings payable (in each case determined by including in such calculation any amounts of Annual Base Salary or bonus payable, but deferred (regardless of whether on a mandatory basis or at the election of the Executive); provided that Executive may) in respect of any three years during the last ten years of the Executive's service (including the Severance Period) in which the average of such sums is the highest. In the event of the Executive's death prior to the commencement of receipt of his retirement benefit, notwithstanding anything in the SERP to the contrary, the retirement benefit payable hereunder to the Executive's surviving spouse or, if the Executive obtains the consent of the Companyis not survived by his spouse, receive the benefits payable under this Section 3(d) to his estate, shall be paid in a lump sum or otherwise, within in an amount equal to the Payment Period using benefit that would have been payable to the methodology set forth in Schedule B e. Retiree Medical. Following Executive's entitlement to continued activeemployee benefits pursuant to Section 3(b), if Executive is eligible for retiree medical benefits, using had the eligibility criteria in effect Executive terminated his employment immediately prior to his death and received the Change retirement benefit as a lump sum. For the avoidance of Controldoubt, Executive shall be entitled tofor purposes of calculating the Executive's annual retirement benefit and the retirement benefit payable to his surviving spouse or his estate, and Company shall be required to pay, retiree medical coverage at the same benefit level and at the same cost as provided above in this paragraph (c): (A) all amounts payable (or that would have been payable) to Executive as specified by the retiree medical plan in effect immediately prior to the Change respect of Control; provided, that for all purposes under this Section 3(e), Executive will be credited with an additional number of years of service and age equal to the Severance Multiple beyond that eligible to Period absent his death shall be taken into account under as provided in Section 5(a)(iii), (B) no such retirement benefit shall be subject to reduction on account of any Offset, and (C) the retiree medical plan amount of any retirement benefit calculated as provided above shall, upon the commencement thereof (either annually or as a lump sum), be subject to cost of living increases in accordance with the Termination DateExisting Plan. Capitalized terms used herein without other definition shall have the meanings given in the Xxxxxx Scientific International Inc. Executive Retirement and Savings Program as restated effective June 23, 1997 (the "Existing Plan").