Common use of Severance Benefit Clause in Contracts

Severance Benefit. If, during the term of this Agreement, either, (a) a Change of Control occurs and within the time period commencing twelve (12) months preceding the date of such Change of Control and terminating thirty-six (36) months following the date of such Change of Control, the Executive's employment with the Company and its subsidiaries is terminated by the Company other than for Cause or on account of the Executive's death, Permanent Disability or Retirement (a "Type A Termination"); or (b) a Change of Control occurs and within a period of two (2) years from the date of such Change of Control, the Executive resigns for Good Reason (a "Type B Termination"), then the Company shall pay to the Executive a severance payment (the "Severance Payment") in an amount equal to the aggregate value of: (I) an amount equal to the product of 2.9 multiplied by the total of the Executive's annual salary, inclusive of any elective deferrals made by the Executive to the Company's 401(k) Plan, if any, for the year in which termination occurs (the "Termination Year"); (II) an amount equal to any employer matching contributions the Company would have otherwise made on the Executive's behalf to the Company's 401(k) Plan during the twelve (12) months following the Executive's date of termination, had the Executive employment and/or the amounts contributed thereto by the Company on the Executive's behalf not been reduced or terminated, and assuming Executive made elective deferrals to the maximum extent permitted by Section 402(g) of the Internal Revenue Code of 1986, as amended (the "Code") plus an amount equal to any non-vested matching contributions under the Company's 401(k) Plan which are otherwise forfeited by the Executive; and (III) an amount equal to Executive's earned or target bonus, whichever is greater, for the Termination Year multiplied by the portion of the Termination Year during which the Executive was employed by the Company. The Severance Payment shall be payable in a single lump sum which shall be paid within thirty (30) days of the termination of employment or resignation. If an Executive is eligible to receive the Severance Payment, in addition to the Severance Payment, the Company shall provide health, disability and life insurance in accordance with the plans maintained by the Company for executives for a period of one (1) year from the date of termination of the Executive's employment, provided that health, disability and life insurance benefits shall cease if Executive becomes employed during such period and receives similar benefits in connection with such employment. Furthermore, the Company shall provide the Executive, upon either a Type A Termination or Type B Termination, as described in the above paragraph, with the option to assume the lease, subject to approval by the lessor, of the automobile on which the Company has been making payments, prior to such termination for the benefit of the Executive.

Severance Benefit. If, a. In the event of any termination of the Employee's employment hereunder at any time during the term of this Agreement, either, (a) 24-month period immediately following a Change of in Control occurs and within (x) by the time period commencing twelve Employee for Good Reason, or (12y) months preceding the date of such Change of Control and terminating thirty-six (36) months following the date of such Change of Control, the Executive's employment with the Company and its subsidiaries is terminated by the Company for any reason other than for Cause or on account of the Executive's deathCause, Permanent Disability or Retirement (a "Type A Termination"); or (b) a Change of Control occurs and then, within a period of two (2) years from the date of 5 business days after any such Change of Controltermination, the Executive resigns for Good Reason (a "Type B Termination"), then the Company shall pay to the Executive Employee or the estate of the Employee as severance pay, a severance payment lump sum cash amount equal to three times the Employee's "base amount" as defined and deter- mined under section 280G of the Internal Revenue Code of 1986, as amended (the "Severance PaymentCode"), less one dollar ("2.99 times the base amount"). b. For a period of 24 months (commencing with the month in which termination of employment as de- scribed in paragraph 3a above shall have occurred), the Employee shall be entitled to all benefits under the Company's welfare benefit plans as if the Employee were still employed during such period, at the same level of benefits as existed immediately prior to the Change in Control, and if and to the extent that such benefits shall not be payable or provided under any such plan, the Company shall pay or provide such benefits on an individ- ual basis. The benefits provided in accordance with this paragraph 3b shall be secondary to any comparable bene- fits provided by another employer. c. From and after the occurrence of a Change in Control (as defined in the Officers' Supplemen- tal Retirement Plan of Orange and Rockland Utilities, Inc. as Amended and Restated (the "SERP")), notwithstand- ing any provision of the SERP to the contrary, (i) in an amount the Benefit Formula Percentage applicable to the Employee under the SERP shall be deemed to be the greater of (a) the Benefit Formula Percentage determined under the SERP and (b) 40% and (ii) for purposes of Section 2(8) of the SERP, the Employee shall be treated as having completed a number of years of Service equal to the aggregate value of: greater of (Ia) an amount equal the number of years of Service determined under the SERP and (b) 10. d. Notwithstanding anything else herein to the product of 2.9 multiplied by the total of the Executive's annual salarycontrary, inclusive of any elective deferrals made by the Executive to the Company's 401(k) Planextent that the Employee is entitled to receive severance payments from another Company severance plan, arrangement or program, the pay- ments to be made pursuant to paragraph 3a hereof shall be correspondingly reduced before implementation of para- graph e below, and, if anynecessary, for the year in which termination occurs (Employee shall make an appropriate refund to the "Termination Year"); (II) an amount equal Employer without interest. e. If Independent Tax Counsel shall determine that the aggregate payments made to the Employ- ee pursuant to paragraphs 3a, b and c above and any employer matching contributions other payments to the Employee from the Company would have otherwise made on the Executive's behalf to the Company's 401(k) Plan during the twelve (12) months following the Executive's date of termination, had the Executive employment and/or the amounts contributed thereto by the Company on the Executive's behalf not been reduced or terminated, and assuming Executive made elective deferrals to the maximum extent permitted by Section 402(g) which consti- tute "parachute payments" as defined in section 280G of the Internal Revenue Code of 1986, as amended (the "Code") plus (or any successor thereto) ("Parachute Payments") would be subject to the excise tax imposed by section 4999 of the Code (the "Excise Tax"), then the lump sum cash payment payable to the Employee under paragraph 3a above shall be reduced to an amount equal and to the extent necessary so that such payment would not be subject to the Excise Tax. Notwithstanding the preceding sentence, in the event of a Change in Control that occurs prior to January 1, 2000, the Employee shall be entitled to all payments under paragraphs 3a, b and c above and any non-vested matching contributions other Parachute Payments unless the total of such payments, after giving effect to the Excise Tax, is less than the amount to which the Employee would have been entitled under the Company's 401(k) Plan which are otherwise forfeited preceding sentence. For purposes of this para- graph 3e, "Independent Tax Counsel" shall mean a lawyer with expertise in the area of executive compensation tax law, who shall be selected by the Executive; Employee and (III) an amount equal shall be reasonably acceptable to Executive's earned or target bonusthe Company, whichever is greater, for the Termination Year multiplied by the portion of the Termination Year during which the Executive was employed and whose fees and disbursements shall be paid by the Company. The Severance Payment f. If it is established pursuant to a final determination of a court or a final Internal Reve- nue Service proceeding that, notwithstanding the good faith of the Employee and the Company in applying the terms of this Agreement, any part of the aggregate pay- ments paid to the Employee under this Agreement consti- tutes an "excess parachute payment" for purposes of sections 280G and 4999 of the Code, then the amount equal to the excess shall be payable deemed for all purposes to be a loan from the Company to the Employee made on the date of receipt. The Employee shall have an obligation to repay such loan to the Company within six months of demand, together with interest thereon at the lowest applicable Federal rate (as defined in a single lump sum which shall be paid within thirty (30section 1274(d) days of the termination Code) from the date of employment or resignationthe Employee's receipt until the date of such repayment. If an Executive it is eligible to receive determined for any reason that the Severance Payment, amount described in addition to the Severance Paymentparagraph a or b above in incor- rectly calculated or reduced, the Company shall provide healthpay to the Employee the increased amount, disability and life insurance in accordance with the plans maintained by the Company for executives for a period of one (1) year from the date of termination of the Executive's employmentif any, provided that healthnecessary so that, disability and life insurance benefits shall cease if Executive becomes employed during after such period and receives similar benefits in connection with such employment. Furthermorean adjustment, the Company Employee shall provide have received or be entitled to receive the Executive, upon either a Type A Termination or Type B Termination, as described in the above paragraph, with the option to assume the lease, subject to approval by the lessor, of the automobile on which the Company has been making payments, prior to maximum payments that he may receive without any such termination for the benefit of the Executivepayment constituting an "excess parachute payment." 4.

Severance Benefit. If, during the term of this Agreement, either, (a) a Change of Control occurs and within If (i) the time period commencing twelve Bank or Parent Corp. terminates this Agreement without "Cause" (12) months preceding the date of such Change of Control and terminating thirty-six (36) months following the date of such Change of Control, the Executive's employment with the Company and its subsidiaries is terminated by the Company other than for Cause or on account of the Executive's death, Permanent Disability retirement or Retirement (a "Type A TerminationDisability"); ) or (bii) the Executive voluntarily terminates his employment with six (6) months following the occurrence of a Change of Control occurs and within a period of two (2) years from the date of such Change of Control, the Executive resigns for Good Reason (a "Type B Termination"), then will be entitled to receive in full satisfaction of the Company shall pay Bank's and Parent Corp.'s obligations to the Executive under this Agreement (A) all accrued salary and benefits through the effective date of such termination; (B) a severance payment (the "Severance Payment") in an amount benefit equal to the aggregate value of: sum of (Ix) an amount equal to the product of 2.9 multiplied by the total of thirty-six (36) months pay at Executive's then current base salary payable either in a single lump sum or, at the Executive's option, over thirty-six (36) month period in accordance with the Bank's regular payroll cycle and (y) three times the most recent annual salary, inclusive of any elective deferrals made bonus received by Executive from the Bank or the Parent Corp.; and (C) all benefits then owed to Executive under all employee benefit plans maintained by the Executive Bank and/or the Parent Corp.. In addition, all stock options granted to the CompanyExecutive by the Bank and/or the Parent Corp. shall be fully exercisable, except to the extent that the acceleration of vesting thereunder will materially adversely affect the accounting treatment applicable to any Change of Control. In addition, Executive shall continue to receive paid coverage (subject to his payment of the same share of the premium cost as is paid by other Bank employees) under the Bank's 401(k) Plangroup health insurance plan (as such plan may be modified from time to time), if anyin accordance with Executive's coverage elections in effect immediately prior to his termination of employment, for a period commencing at the year in which termination occurs of his employment and ending at the earlier of (the "Termination Year"); (IIi) an amount equal to any employer matching contributions the Company would have otherwise made on the Executive's behalf to the Company's 401(k) Plan during the twelve (12) months following thereafter; or (ii) the date on which Executive obtains coverage under another employer's group health plan, in which case Executive's date of terminationparticipation in the Bank's plan will terminate. Thereafter, had the Executive employment and/or shall have whatever rights are available to him under the amounts contributed thereto by the Company on the Executive's behalf not been reduced or terminated, and assuming Executive made elective deferrals to the maximum extent permitted by Section 402(g) Consolidation Omnibus Budget Reconciliation Act of the Internal Revenue Code of 19861985, as amended (the "CodeCOBRA") plus an amount equal to any non-vested matching contributions under the Company's 401(k) Plan which are otherwise forfeited by the Executive; and (III) an amount equal to Executive's earned or target bonus, whichever is greater, for the Termination Year multiplied by the portion of the Termination Year during which the Executive was employed by the Company. The Severance Payment shall be payable in a single lump sum which shall be paid within thirty (30) days of the termination of employment or resignation. If an Executive is eligible to receive the Severance Payment, in addition to the Severance Payment, the Company shall provide health, disability and life insurance in accordance with the plans maintained by the Company for executives for a period of one (1) year from the date of termination of the Executive's employment, provided that health, disability and life insurance benefits shall cease if Executive becomes employed during such period and receives similar benefits in connection with such employment. Furthermore, the Company shall provide the Executive, upon either a Type A Termination or Type B Termination, as described in the above paragraph, with the option to assume the lease, subject to approval by the lessor, of the automobile on which the Company has been making payments, prior to such termination for the benefit of the Executive).

Severance Benefit. If, a. In the event of any termination of the Employee's employment hereunder at any time during the term of this Agreement, either, (a) 24-month period immediately following a Change of in Control occurs and within (x) by the time period commencing twelve Employee for Good Reason, or (12y) months preceding the date of such Change of Control and terminating thirty-six (36) months following the date of such Change of Control, the Executive's employment with the Company and its subsidiaries is terminated by the Company for any reason other than for Cause or on account of the Executive's deathCause, Permanent Disability or Retirement (a "Type A Termination"); or (b) a Change of Control occurs and then, within a period of two (2) years from the date of 5 business days after any such Change of Controltermination, the Executive resigns for Good Reason (a "Type B Termination"), then the Company shall pay to the Executive Employee or the estate of the Employee as severance pay, a severance payment lump sum cash amount equal to three times the Employee's "base amount" as defined and deter- mined under section 280G of the Internal Revenue Code of 1986, as amended (the "Severance PaymentCode") ), less one dollar ("2.99 times the base amount"). b. For a period of 24 months (commencing with the month in an amount equal which termination of employment as de- scribed in paragraph 3a above shall have occurred), the Employee shall be entitled to the aggregate value of: (I) an amount equal to the product of 2.9 multiplied by the total of the Executive's annual salary, inclusive of any elective deferrals made by the Executive to all benefits under the Company's 401(k) Planwelfare benefit plans as if the Employee were still employed during such period, at the same level of benefits as existed immediately prior to the Change in Control, and if anyand to the extent that such benefits shall not be payable or provided under any such plan, for the year Company shall pay or provide such benefits on an individ- ual basis. The benefits provided in which termination occurs accordance with this paragraph 3b shall be secondary to any comparable bene- fits provided by another employer. c. From and after the occurrence of a Change in Control (as defined in the Officers' Supplemen- tal Retirement Plan of Orange and Rockland Utilities, Inc. as Amended and Restated (the "Termination YearSERP"); ), notwithstand- ing any provision of the SERP to the contrary, (IIi) the Benefit Formula Percentage applicable to the Employee under the SERP shall be deemed to be 70% and (ii) the Employee shall be treated as having completed 20 years of Service for purposes of Section 2(8) of the SERP. Not- withstanding any provision of the SERP to the contrary, upon the termination of the Employee's employment by the Employee for Good Reason (as defined in the SERP) or by the Company, in either case at any time following the occurrence of a Change in Control (as defined in the SERP), the Employee shall be deemed to have satisfied all of the requirements for a Normal Retirement Allowance pursuant to Section 6(D) of the SERP and the Employee shall, accordingly, be entitled to commence receipt of such Normal Retirement Allowance, without reduction on account of his age, immediately following such termina- tion of employment. d. Notwithstanding anything else herein to the contrary, to the extent that the Employee is entitled to receive severance payments from another Company severance plan, arrangement or program, the pay- ments to be made pursuant to paragraph 3a hereof shall be correspondingly reduced before implementation of para- graph e below, and, if necessary, the Employee shall make an amount equal appropriate refund to the Employer without interest. e. If Independent Tax Counsel shall determine that the aggregate payments made to the Employ- ee pursuant to paragraphs 3a, b and c above and any employer matching contributions other payments to the Employee from the Company would have otherwise made on the Executive's behalf to the Company's 401(k) Plan during the twelve (12) months following the Executive's date of termination, had the Executive employment and/or the amounts contributed thereto by the Company on the Executive's behalf not been reduced or terminated, and assuming Executive made elective deferrals to the maximum extent permitted by Section 402(g) which consti- tute "parachute payments" as defined in section 280G of the Internal Revenue Code of 1986, as amended (the "Code") plus (or any successor thereto) ("Parachute Payments") would be subject to the excise tax imposed by section 4999 of the Code (the "Excise Tax"), then the lump sum cash payment payable to the Employee under paragraph 3a above shall be reduced to an amount equal and to the extent necessary so that such payment would not be subject to the Excise Tax. Notwithstanding the preceding sentence, in the event of a Change in Control that occurs prior to January 1, 1999, the Employee shall be entitled to all payments under paragraphs 3a, b and c above and any non-vested matching contributions other Parachute Payments unless the total of such payments, after giving effect to the Excise Tax, is less than the amount to which the Employee would have been entitled under the Company's 401(k) Plan which are otherwise forfeited preceding sentence. For purposes of this para- graph 3e, "Independent Tax Counsel" shall mean a lawyer with expertise in the area of executive compensation tax law, who shall be selected by the Executive; Employee and (III) an amount equal shall be reasonably acceptable to Executive's earned or target bonusthe Company, whichever is greater, for the Termination Year multiplied by the portion of the Termination Year during which the Executive was employed and whose fees and disbursements shall be paid by the Company. The Severance Payment f. If it is established pursuant to a final determination of a court or a final Internal Reve- nue Service proceeding that, notwithstanding the good faith of the Employee and the Company in applying the terms of this Agreement, any part of the aggregate pay- ments paid to the Employee under this Agreement consti- tutes an "excess parachute payment" for purposes of sections 280G and 4999 of the Code, then the amount equal to the excess shall be payable deemed for all purposes to be a loan from the Company to the Employee made on the date of receipt. The Employee shall have an obligation to repay such loan to the Company within six months of demand, together with interest thereon at the lowest applicable Federal rate (as defined in a single lump sum which shall be paid within thirty (30section 1274(d) days of the termination Code) from the date of employment or resignationthe Employee's receipt until the date of such repayment. If an Executive it is eligible to receive determined for any reason that the Severance Payment, amount described in addition to the Severance Paymentparagraph a or b above in incor- rectly calculated or reduced, the Company shall provide healthpay to the Employee the increased amount, disability and life insurance in accordance with the plans maintained by the Company for executives for a period of one (1) year from the date of termination of the Executive's employmentif any, provided that healthnecessary so that, disability and life insurance benefits shall cease if Executive becomes employed during after such period and receives similar benefits in connection with such employment. Furthermorean adjustment, the Company Employee shall provide have received or be entitled to receive the Executive, upon either a Type A Termination or Type B Termination, as described in the above paragraph, with the option to assume the lease, subject to approval by the lessor, of the automobile on which the Company has been making payments, prior to maximum payments that he may receive without any such termination for the benefit of the Executivepayment constituting an "excess parachute payment." 4.

Severance Benefit. If, during the term of this Agreement, either, (a) a Change of Control occurs occurs, and (b) within the time a two-year period commencing twelve (12) months preceding the date of such Change of Control and terminating thirty-six (36) months following from the date of such Change of Control, either: (i) the Executive's employment with the Company and its subsidiaries is terminated by the Company other than for Cause or on account of the Executive's death, Permanent Disability or Retirement (a "Type A Termination")Retirement; or (bii) a Change of Control occurs and within a period of two (2) years from the date of such Change of Control, the Executive resigns for Good Reason (a "Type B Termination")Reason, then the Company shall pay to the Executive a severance payment (the "Severance Payment") Payment in an amount amount, (net of excise taxes, if any) equal to the aggregate value ofto: (I) an amount equal to the product of 2.9 multiplied by one and one-half (1-1/2) times the total of the Executive's annual salary, inclusive of any elective deferrals made by the Executive to the Company's 401(k) Plan, plus the target bonus, if any, for the year in which termination occurs (the "Termination Year")occurs; and (II) an amount equal to any employer matching contributions the Company would have otherwise made on the Executive's behalf to the Company's 401(k) Plan during the twelve (12) 12 months following the Executive's date of termination, had the Executive Executive's employment and/or the amounts contributed thereto by the Company on the Executive's behalf not been reduced or terminated, and assuming Executive made elective deferrals to the maximum extent permitted by Section 402(g) of the Internal Revenue Code of 1986, as amended (the "Code") plus PLUS an amount equal to any non-vested matching contributions under the Company's 401(k) Plan which are otherwise forfeited by the Executive; and (III) an amount equal to Executive's earned or target bonus, whichever is greater, for the Termination Year multiplied by the portion of the Termination Year during which the Executive was employed by the Company. The Severance Payment shall be payable in a single lump sum which shall be paid within thirty (30) 30 days of the termination of employment or resignation. If an Executive is eligible to receive the Severance Payment, in In addition to the Severance Payment, the Company shall provide health, disability and life insurance in accordance with the plans maintained by the Company for executives for a period of one and one-half (1-1/2) year years from the date of termination of the Executive's employment, provided that health, disability and life insurance benefits shall cease if Executive becomes employed during such period and receives similar benefits in connection with such employment. Furthermore, the Company shall provide the Executive, upon either a Type A Termination or Type B Termination, as described in the above paragraph, with the option to assume the lease, subject to approval by the lessor, of the automobile on which the Company has been making payments, prior to such termination for the benefit of the Executive.

Severance Benefit. a. If, during the term period commencing on the date of a Change in Control and ending on the last day of the Term, the Executive's employment hereunder is terminated by the Company for any reason, other than Cause, death, or disability, or is terminated by the Executive in the event of a Constructive Discharge, then, within five (5) business days after such termination, PEC shall pay to the Executive (if the Executive has died before receiving all payments to which he has become entitled hereunder to the beneficiary or estate of the Executive as described in paragraph 13) the sum of (i) accrued but unpaid salary and accrued but unused paid time off under the Company's "Paid Time Off Bank" policy for all nonunion employees, effective January 1, 1997, as in effect on the Effective Date, as amended from time to time or any successor plan, (ii) the amount determined pursuant to paragraph 3(e), and (iii) severance pay in a lump sum cash amount equal to three (3) years of the Executive's Compensation. If the Executive has been employed by PEC or an Affiliate for at least five (5) years prior to termination of employment, as described in paragraph 3.a., the Executive (if the Executive has died before receiving all payment to which he becomes entitled hereunder, the beneficiary or the estate of the Executive as described in paragraph 13) will be paid in cash within ten (10) business days after termination of employment as described in paragraph 3.a., an amount equal to the remainder of (x) the Present Value Amount of the benefits that would have been accrued by the Executive under the PEC Retirement Plan and the PEC SRB, Part A and Part B on the date of termination of employment as described in this paragraph 3.a., determined as if the Executive (i) had received credit for an additional twenty-one (21) years of Benefit Service, and (ii) had commenced participation in the PEC Retirement Plan and PEC SRB as of first date of Executive's actual employment with PESCO, less (y) the Present Value Amount of the benefits accrued by the Executive under the PEC Retirement Plan and the PEC SRB, Part A and Part B on the date of termination of employment as described in this Paragraph 3a. If the Executive has been employed by PEC or an Affiliate for at least one (1) but less than five (5) years at the date of termination of employment as described in paragraph 3.a., then the Executive (if the Executive has died before receiving all payments to which he becomes entitled hereunder, the beneficiary or the estate of the Executive as described in paragraph 13) will be paid cash within ten (10) business days after termination of employment as described in paragraph 3.a., an amount equal to the Present Value Amount of the benefits that would have been accrued by the Executive under the PEC Retirement Plan and PEC SRB, Part A and Part B on the date of termination of employment as described in this paragraph 3.a., determined as if the Executive (i) had commenced participation in the PEC Retirement Plan and PEC SRB as of first date of Executive's actual employment with PESCO, and (ii) had received credit for the number of years of Benefit Service equal to the sum of (x) the number of years that the Executive has been employed by the Company and (y) the product of 20 multiplied by a fraction, the numerator of which is equal to the number of whole months the Executive has been employed by PEC or an Affiliate at the date of termination of employment as described in this paragraph 3.a. and the denominator of which is equal to sixty (60). For purposes of determining the Executive's accrued benefits under the preceding provisions of this Agreementparagraph 3.a., eithersuch benefits shall be determined as full benefits, without actuarial reduction, as if the Executive qualified for the Rule of Eighty-Five under the PEC Retirement Plan and PEC SRB (a) regardless of whether the Executive so qualifies). All non-vested Options and SARs awarded to the Executive under the PEC LTIC shall be deemed vested as of the earlier of the date of a Change in Control as defined in this Agreement or Change in Control as defined in the PEC LTIC. The Company shall treat the Executive as employed by the Company for purposes of exercising Stock Options and SARs during the Coverage Period. All non-vested restricted stock awarded to the Executive under the PEC LTIC shall be deemed vested and owned by the Executive as of the earlier of the date of a Change in Control occurs as defined in this Agreement or a Change in Control as defined in the PEC LTIC and such stock shall be delivered to the Executive within the time period commencing twelve five (125) months preceding business days after the date of such Change of Control and terminating thirty-six (36) months following the date of such Change of in Control, the . The Executive's termination of employment with the Company and its subsidiaries to become an employee of a corporation which directly or indirectly owns one hundred percent (100%) of or which is terminated owned directly or indirectly one hundred percent (100%) by the Company other than for Cause or on account of the Executive's death, Permanent Disability or Retirement (shall not be considered a "Type A Termination"); or (b) a Change of Control occurs and within a period of two (2) years from the date of such Change of Control, the Executive resigns for Good Reason (a "Type B Termination"), then the Company shall pay to the Executive a severance payment (the "Severance Payment") in an amount equal to the aggregate value of: (I) an amount equal to the product of 2.9 multiplied by the total of the Executive's annual salary, inclusive of any elective deferrals made by the Executive to the Company's 401(k) Plan, if any, for the year in which termination occurs (the "Termination Year"); (II) an amount equal to any employer matching contributions the Company would have otherwise made on the Executive's behalf to the Company's 401(k) Plan during the twelve (12) months following the Executive's date of termination, had the Executive employment and/or the amounts contributed thereto by the Company on the Executive's behalf not been reduced or terminated, and assuming Executive made elective deferrals to the maximum extent permitted by Section 402(g) of the Internal Revenue Code of 1986, as amended (the "Code") plus an amount equal to any non-vested matching contributions under the Company's 401(k) Plan which are otherwise forfeited by the Executive; and (III) an amount equal to Executive's earned or target bonus, whichever is greater, for the Termination Year multiplied by the portion of the Termination Year during which the Executive was employed by the Company. The Severance Payment shall be payable in a single lump sum which shall be paid within thirty (30) days of the termination of employment or resignationfor purposes of this Agreement. If an Executive is eligible to receive the Severance Payment, in addition to the Severance Payment, the Company shall provide health, disability and life insurance in accordance with the plans maintained by the Company for executives for a period of one (1) year from the date of The subsequent termination of the Executive's employmentemployment from such corporation, provided without employment at a company that healthis wholly-owned by such corporation, disability and life insurance benefits shall cease if Executive becomes employed during such period and receives similar benefits in connection with such employment. Furthermore, the Company shall provide the Executive, upon either be considered a Type A Termination or Type B Termination, as described in the above paragraph, with the option to assume the lease, subject to approval by the lessor, termination of the automobile on which the Company has been making payments, prior to such termination employment for the benefit purposes of the Executivethis Agreement.

Severance Benefit. If, during The Company shall pay a severance benefit to Executive if the term of this Agreement, either, (a) a Change of Control occurs and within the time period commencing twelve (12) months preceding the date of such Change of Control and terminating thirty-six (36) months following the date of such Change of Control, the Company terminates Executive's employment without Cause (as hereinafter defined) or Executive terminates following the occurrence of an event constituting Good Reason (as hereinafter defined) during the Term. The amount of the severance benefit shall equal the product of (i) two and (ii) the sum of Executive's Salary and the cash bonus paid to Executive for the calendar year preceding his date of termination. The severance benefit, if any, shall be reduced by applicable income tax, employment tax and other required or authorized withholdings. The severance benefit shall be paid in 24 equal and consecutive monthly installments beginning with the Company and its subsidiaries is terminated month following Executive's termination of employment by the Company other than for Cause or on account of the Executive's death, Permanent Disability or Retirement (a "Type A Termination"); or (b) a Change of Control occurs and within a period of two (2) years from the date of such Change of Control, the Executive resigns for Good Reason (a "Type B Termination"), then the Company shall pay to the Executive a severance payment (the "Severance Payment") in an amount equal to the aggregate value of: (I) an amount equal to the product of 2.9 multiplied by the total of the Executive's annual salary, inclusive of any elective deferrals made by the Executive to the Company's 401(k) Plan, if any, for the year in which termination occurs (the "Termination YearPeriod"); (II) an amount equal to any employer matching contributions . In addition, the Company would have otherwise made on the Executive's behalf will continue to the Company's 401(kprovide (at its cost) Plan health, dental and vision benefits provided to Executive immediately before his termination of employment during the twelve (12) months following the Executive's date of termination, had the Executive employment and/or the amounts contributed thereto by the Company on the Executive's behalf not been reduced or terminated, and assuming Executive made elective deferrals period that he is entitled to the maximum extent permitted by such coverage under Section 402(g) 4980B of the Internal Revenue Code of 1986, as amended and during the Severance Period will provide (the "Code"at its cost) plus an amount Executive life insurance coverage at a level equal to that in effect immediately before his termination of employment. Executive shall be under no obligation to seek other employment and there shall be no offset against any non-vested matching contributions amounts due Executive under this Agreement on account of any remuneration attributable to any subsequent employment Executive may obtain. For purposes of this Agreement, the terms (A) "Cause" means (i) Executive's conviction of a felony, (ii) Executive's failure to fully comply with the provisions of Section 8 or 9, and (iii) Executive's willful and continued neglect of his duties to the Company or an affiliate of the Company and (B) "Good Reason" means (i) any reduction in Executive's Salary or bonus opportunity or any reduction in benefits (other than a reduction in benefits applicable to other senior officers of the Company), (ii) any reduction in Executive's 401(kposition, duties or status, (iii) Plan which are otherwise forfeited any required relocation of Executive (other than a relocation mutually agreed upon by the Executive; and parties) or (IIIiv) an amount equal to Executive's earned or target bonus, whichever is greater, for the Termination Year multiplied by the portion any material breach of the Termination Year during which the Executive was employed this Agreement by the Company. The Severance Payment shall be payable Executive agrees that if he violates the provisions of Section 8 or if he violates Section 9 in a single lump sum which shall manner that constitutes a material breach of this Agreement under Section 9(c) (i) Executive will not be entitled to any additional benefits under this Section 7 and (ii) Executive will repay any severance benefits previously paid within thirty (30) days of the termination of employment or resignation. If an Executive is eligible to receive the Severance Payment, in addition to the Severance Payment, the Company shall provide health, disability and life insurance in accordance with the plans maintained by the Company for executives for a period of one (1) year from the date of termination of the under this Section 7 after Executive's employment, provided that health, disability and life insurance benefits shall cease if Executive becomes employed during violation of Section 8 or such period and receives similar benefits in connection with such employment. Furthermore, the Company shall provide the Executive, upon either a Type A Termination or Type B Termination, as described in the above paragraph, with the option to assume the lease, subject to approval by the lessor, violation of the automobile on which the Company has been making payments, prior to such termination for the benefit of the ExecutiveSection 9.

Severance Benefit. If, during the term of this Agreement, either, (a) a Change of Control occurs occurs, and (b) within the time a two-year period commencing twelve (12) months preceding the date of such Change of Control and terminating thirty-six (36) months following from the date of such Change of Control, either: (i) the Executive's employment with the Company and its subsidiaries is terminated by the Company other than for Cause or on account of the Executive's death, Permanent Disability or Retirement (a "Type A Termination")Retirement; or (bii) a Change of Control occurs and within a period of two (2) years from the date of such Change of Control, the Executive resigns for Good Reason (a "Type B Termination")Reason, then the Company shall pay to the Executive a severance payment (the "Severance Payment") Payment in an amount amount, (net of excise taxes, if any) equal to the aggregate value ofto: (I) an amount equal to the product of 2.9 multiplied by the total of the Executive's annual salary, inclusive of any elective deferrals made by the Executive to the Company's 401(k) Plan, plus the target bonus, if any, for the year in which termination occurs (the "Termination Year")occurs; and (II) an amount equal to any employer matching contributions the Company would have otherwise made on the Executive's behalf to the Company's 401(k) Plan during the twelve (12) 12 months following the Executive's date of termination, had the Executive Executive's employment and/or the amounts contributed thereto by the Company on the Executive's behalf not been reduced or terminated, and assuming Executive made elective deferrals to the maximum extent permitted by Section 402(g) of the Internal Revenue Code of 1986, as amended (the "Code") plus PLUS an amount equal to any non-vested matching contributions under the Company's 401(k) Plan which are otherwise forfeited by the Executive; and (III) an amount equal to Executive's earned or target bonus, whichever is greater, for the Termination Year multiplied by the portion of the Termination Year during which the Executive was employed by the Company. The Severance Payment shall be payable in a single lump sum which shall be paid within thirty (30) 30 days of the termination of employment or resignation. If an Executive is eligible to receive the Severance Payment, in In addition to the Severance Payment, the Company shall provide health, disability and life insurance in accordance with the plans maintained by the Company for executives for a period of one (1) year from the date of termination of the Executive's employment, provided that health, disability and life insurance benefits shall cease if Executive becomes employed during such period and receives similar benefits in connection with such employment. Furthermore, the Company shall provide the Executive, upon either a Type A Termination or Type B Termination, as described in the above paragraph, with the option to assume the lease, subject to approval by the lessor, of the automobile on which the Company has been making payments, prior to such termination for the benefit of the Executive.

Severance Benefit. If, during a. If the term of this Agreement, either, (a) a Change of Control occurs and within the time period commencing twelve (12) months preceding the date of such Change of Control and terminating thirty-six (36) months following the date of such Change of Control, the Executive's Officer?s employment with the Company and its subsidiaries is shall be terminated by the Company other than for without Cause or on account of (as defined below) and the Executive's deathOfficer executes, Permanent Disability or Retirement (a "Type A Termination"); or (b) a Change of Control occurs and within a period of two (2) years from the date of such Change of Controldoes not revoke, the Executive resigns for Good Reason Company?s then current standard separation and release agreement (a "Type B Termination"the ?Release?), then the Company shall pay to the Executive Officer a severance lump sum cash payment equal in value to the Officer?s annual base salary, as in effect immediately prior to the Officer?s termination date, (the "?Severance Payment") Benefit?); provided, however, that the Severance Benefit shall not be payable if the Officer?s employment shall be terminated during such Officer?s Employment Period (as defined in an amount equal to the aggregate value of: (I) an amount equal to the product that certain Change of 2.9 multiplied by the total Control Agreement, dated as of the Executive's annual salarydate hereof, inclusive of any elective deferrals made by between the Executive to Company and the Company's 401(k) Plan, if any, for the year in which termination occurs Officer (the "Termination Year"?Change of Control Agreement?); (II) an amount equal ). During the Employment Period, the Change of Control Agreement shall supercede this Agreement in its entirety. Unless the payment is required to any employer matching contributions the Company would have otherwise made on the Executive's behalf be delayed pursuant to the Company's 401(k) Plan during the twelve (12) months following the Executive's date of terminationSection 4b below, had the Executive employment and/or the amounts contributed thereto by the Company on the Executive's behalf not been reduced or terminated, and assuming Executive made elective deferrals to the maximum extent permitted by Section 402(g) of the Internal Revenue Code of 1986, as amended (the "Code") plus an amount equal to any non-vested matching contributions under the Company's 401(k) Plan which are otherwise forfeited by the Executive; and (III) an amount equal to Executive's earned or target bonus, whichever is greater, for the Termination Year multiplied by the portion of the Termination Year during which the Executive was employed by the Company. The such Severance Payment shall be payable in a single lump sum which Benefit shall be paid to the Officer within thirty sixty (3060) days of following the Officer?s termination of employment or resignation. If an Executive is eligible to receive the Severance Payment, in addition to the Severance Payment, the Company shall provide health, disability and life insurance in accordance with the plans maintained by the Company for executives for a period of one (1) year from the date of termination of the Executive's employmentdate, provided that health, disability and life insurance benefits shall cease if Executive becomes employed the Officer executes the Release during such the sixty (60) day period and receives similar benefits the revocation period for the Release has expired without revocation by Executive. b. For the purposes of this Agreement, ?Cause? shall mean (i) the continued failure of the Officer to perform substantially his duties with the Company (other than any such failure resulting from the Officer?s incapacity due to physical or mental illness), (ii) any act by the Officer of illegality, dishonesty or fraud in connection with such the Officer?s employment. Furthermore, (iii) the willful engaging by the Officer in gross misconduct which is demonstrably and materially injurious to the Company shall provide or its affiliates, (iv) the ExecutiveOfficer?s conviction of or pleading guilty or no contest to a felony, upon either or (v) a Type A Termination or Type B Termination, as described in the above paragraph, with the option to assume the lease, subject to approval by the lessor, violation of the automobile on which the Company has been making payments, prior to such termination for the benefit of the ExecutiveSection 2 hereof. 2.