Common use of Severance Compensation Clause in Contracts

Severance Compensation. (a) If, following the occurrence of a Change of Control, the Executive is Terminated by the Company during the Severance Period other than in the circumstances set forth in Section 2 (a) (i), 2 (a) (ii), or 2 (a) (iii), or if the Executive Terminates for Good Reason: (i) The Company will pay to the Executive in a lump sum in cash within five (5) business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination the aggregate of the amount (the "Severance Payment") equal to one times the sum of (A) the Executive's Base Pay at the highest rate in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during any calendar year or portion thereof from and including the third calendar year prior to the first occurrence of a Change of Control; and (ii) For the period of one year from the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's behalf if the Executive had remained in the employ of the Company for the period referred to in the preceding sentence.

Severance Compensation. (a) If, following the occurrence of a Change ---------------------- of Control, the Executive is Terminated by the Company during the Severance Period other than in the circumstances set forth in Section 2 (a) (i), 2 (a) (ii), or 2 (a) (iii), or if the Executive Terminates for Good Reason: (i) The Company will pay to the Executive in a lump sum in cash within five (5) business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination the aggregate of the amount (the "Severance Payment") equal to one and one-half times the sum of (A) the Executive's Base Pay at the highest rate in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during any calendar year or portion thereof from and including the third calendar year prior to the first occurrence of a Change of Control; and (ii) For the period of one year and one-half years from the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's behalf if the Executive had remained in the employ of the Company for the period referred to in the preceding sentence.

Severance Compensation. (a) If, following the occurrence of a ---------------------- Change of Control, the Executive is Terminated by the Company during the Severance Period other than in the circumstances set forth in Section 2 (a) (i), 2 (a) (ii), or 2 (a) (iii), or if the Executive Terminates for Good Reason: (i) The Company will pay to the Executive in a lump sum in cash within five (5) business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination the aggregate of the amount (the "Severance Payment") equal to one and one-half times the sum of (A) the Executive's Base Pay at the highest rate in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during any calendar year or portion thereof from and including the third calendar year prior to the first occurrence of a Change of Control; and (ii) For the period of one year and one-half years from the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's behalf if the Executive had remained in the employ of the Company for the period referred to in the preceding sentence. (b) There will be no right of set-off or counter-claim in respect of any claim, debt, or obligation against any payment to or benefit for the Executive provided for in this Agreement. (c) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided under this Agreement (including under this Section 3 or Section 6) on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite "prime rate" as quoted from time to time during the relevant period in the Northeast Edition of The Wall Street Journal. Such interest will be payable as ----------------------- it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change. (d) Notwithstanding any other provision hereof, the parties, respective rights and obligations under this Section 3 and under Sections 4 and 6 will survive any termination or expiration of this Agreement following a Change of Control or any Termination following a Change of Control for any reason whatsoever.

Severance Compensation. (a) If, following the occurrence of a Change of in Control, the Executive is Terminated by Company terminates the Company Executive's employment during the Severance Period other than in the circumstances set forth in pursuant to Section 2 (a) (i3(a)(i), 2 (a3(a)(ii) (ii), or 2 (a) (iii3(a)(iii), or if the Executive Terminates for Good Reason: (i) The terminates his employment pursuant to Section 3(b), the Company will pay to the Executive the amounts described in a lump sum Annex A and will continue to provide to the Executive the benefits described in cash within five (5) business days Annex A for the periods described therein; provided, however, that in the event that the Executive obtains other employment, whether full or part time, after the Termination Date, the Executive shall forthwith notify the Company and the Company's obligation to provide the Executive with the termination benefits described in Annex A shall cease effective as of the later of the commencement date on which of such other employment or the six-month anniversary of the Termination Date. (b) Without limiting the rights of the Executive at law or in equity, if the Company receives fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the determination Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite "prime rate" as quoted from time to time during the relevant period in the Midwest Edition of The Wall Street Journal, plus 1%. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the Accounting Firm required in date of such change. (c) Notwithstanding any provision of this Agreement to the contrary, the parties' respective rights and obligations under this Section 4 hereof and under Sections 5 and 6 and the last sentence of Section 7 will survive any termination or expiration of this Agreement or the Date termination of Termination the aggregate of the amount (the "Severance Payment") equal to one times the sum of (A) the Executive's Base Pay at the highest rate in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of employment following a Change of Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during in Control for any calendar year or portion thereof from and including the third calendar year prior to the first occurrence of a Change of Control; and (ii) For the period of one year from the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's behalf if the Executive had remained in the employ of the Company for the period referred to in the preceding sentencereason whatsoever.

Severance Compensation. (a) If, following the occurrence of a Change of in Control, the Executive is Terminated by Company or Subsidiary terminates the Company Executive’s employment during the Severance Protection Period other than in the circumstances set forth in pursuant to Section 2 (a) (i3(a)(i), 2 (a3(a)(ii) (ii), or 2 (a) (iii3(a)(iii), or if the Executive Terminates for Good Reason: (i) The terminates his employment during the Protection Period pursuant to Section 3(b), the Company will pay to the Executive the amounts described in Annex A at the times and in the manner described therein. (b) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a lump sum timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite “prime rate” as quoted from time to time during the relevant period in cash the Midwest Edition of The Wall Street Journal, plus 2%. Such interest will be payable as it accrues on demand, but in all cases shall be paid within five 2-1/2 months after the end of the Executive’s taxable year in which it accrues. Any change in such prime rate will be effective on and as of the date of such change. (c) Notwithstanding any provision of this Agreement to the contrary, the parties’ respective rights and obligations under this Section 4 and under Sections 5, 6, 7, 8, 9, the last sentence of Section 10, and Paragraph (5) business days after the later of the date on which the Company receives the determination Annex A will survive any termination or expiration of the Accounting Firm required in Section 4 hereof this Agreement or the Date Executive’s Separation from Service following a Change in Control for any reason whatsoever. (d) In the event that there is no express provision in any applicable policy, plan, program or agreement dealing with the occurrence of Termination a Change in Control, all equity incentive grants and awards held by the aggregate of the amount (the "Severance Payment") equal to one times the sum of (A) the Executive's Base Pay at the highest rate Executive shall become fully vested and immediately payable in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding cash on the date of the first occurrence of a Change of Control, in Control valued at target on such date and (B) an amount equal to the greatest amount of Incentive Pay received all stock options held by the Executive during any calendar year or portion thereof from and including shall become fully exercisable on the third calendar year prior date of the Change in Control; provided, however, to the first occurrence extent that the payment of a Change of Control; and (ii) For the period of one year from the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under any such benefit plans, practices, policies and programs of the Company amounts that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company is subject to the same extent as prior timing requirements of Code Section 409A, payment timing shall conform to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's behalf if the Executive had remained in the employ of the Company for the period referred to in the preceding sentencerequirements.

Severance Compensation. (a) If, following the occurrence of a Change of in Control, the Executive is Terminated by Company or Subsidiary terminates the Company Executive’s employment during the Severance Protection Period other than in the circumstances set forth in pursuant to Section 2 (a) (i3(a)(i), 2 (a3(a)(ii) (ii), or 2 (a) (iii3(a)(iii), or if the Executive Terminates for Good Reason: (i) The terminates his employment during the Protection Period pursuant to Section 3(b), the Company will pay to the Executive the amounts described in Annex A at the times and in the manner described therein. (b) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a lump sum timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so‑called composite “prime rate” as quoted from time to time during the relevant period in cash the Midwest Edition of The Wall Street Journal, plus 2%. Such interest will be payable as it accrues on demand, but in all cases shall be paid within five (5) business days 2-1/2 months after the later end of the Executive’s taxable year in which it accrues. Any change in such prime rate will be effective on and as of the date on which of such change. (c) Notwithstanding any provision of this Agreement to the Company receives contrary, the determination of the Accounting Firm required in parties’ respective rights and obligations under this Section 4 hereof and under Sections 5, 6, 7, 8, the last sentence of Section 9, 10, 11 and Annex A, and any other provision of this Agreement that by its terms applies following any termination or expiration of this Agreement or the Date Executive’s Separation from Service following a Change in Control, will survive any termination or expiration of Termination the aggregate of the amount (the "Severance Payment") equal to one times the sum of (A) this Agreement or the Executive's Base Pay at the highest rate in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of ’s Separation from Service following a Change of Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during in Control for any calendar year or portion thereof from and including the third calendar year prior to the first occurrence of a Change of Control; and (ii) For the period of one year from the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's behalf if the Executive had remained in the employ of the Company for the period referred to in the preceding sentencereason whatsoever.

Severance Compensation. (a) If, following the occurrence of a Change of ---------------------- Control, the Executive is Terminated by the Company during the Severance Period other than in the circumstances set forth in Section 2 (a) (i2(a)(i), 2 (a) (ii2(a)(ii), or 2 (a) (iii2(a)(iii), or if the Executive Terminates for Good Reason: (i) The Company will pay to the Executive in a lump sum in cash within five (5) business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination the aggregate of the amount (the "Severance Payment") equal to one two times the sum of (A) the Executive's Base Pay at the highest rate in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during any calendar year or portion thereof from and including the third calendar year prior to the first occurrence of a Change of Control; and (ii) For the period of one year two years from the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's behalf if the Executive had remained in the employ of the Company for the period referred to in the preceding sentence.

Severance Compensation. (a) If, following the occurrence of a Change of in Control, the Executive is Terminated by Company terminates the Company Executive’s employment during the Severance Period other than in the circumstances set forth in pursuant to Section 2 (a) (i3(a)(i), 2 (a3(a)(ii) (ii), or 2 (a) (iii3(a)(iii), or if the Executive Terminates for Good Reason: terminates Executive’s employment pursuant to Section 3(b) (i) The any such termination, a “Triggering Termination”), the Company will pay to the Executive the amounts described in a lump sum in cash Annex A within five (5) business days after the Termination Date and will continue to provide to the Executive the benefits described in Annex A for the periods described therein; provided, however, that if payment would occur at a time that is later than two and one half months after the year in which such payment became no longer subject to a substantial risk of forfeiture, the Executive will receive payment of the amounts described in Annex A upon the earlier of (i) six months following the Executive’s “separation from service” with the Company (as such phrase is defined in Section 409A of the Code) and (ii) the Executive’s death. (b) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the “prime rate” as set forth from time to time during the relevant period in The Wall Street Journal “Money Rates” column, plus 200 basis points, compounded monthly, or, if less, the maximum rate legally allowed. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date on which of such change. (c) Unless otherwise expressly provided by the applicable plan, program or agreement, after the occurrence of a Change in Control, the Company receives will pay in cash to the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination the aggregate of the Executive a lump sum amount (the "Severance Payment") equal to one times the sum of (Ai) any unpaid Incentive Pay that has been earned, accrued, allocated or awarded to the Executive for any performance period that by its terms as in effect prior to a Triggering Termination has been completed (any such period, a “Completed Performance Period”) (regardless of whether payment of such compensation would otherwise be contingent on the continuing performance of services by the Executive) and (ii) the Executive's Base Pro Rata Portion of the Incentive Pay at the highest rate Target in effect at for any time within subsequent performance period. For this purpose, “Pro Rata Portion” means (x) the 90-day period preceding the date the Notice number of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during any calendar year or portion thereof days from and including the third calendar year prior first day immediately following the last day of the immediately preceding Completed Performance Period to and including the Termination Date, divided by (y) the total number of days in such subsequent performance period. Such payments will be made at the earlier of (x) the date prescribed for payment pursuant to the first occurrence of a Change of Control; and applicable plan, program or agreement and (iiy) For within five business days after the period of one year from the Date of TerminationTermination Date, the Executive shall and will be eligible for participation in payable and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if calculated disregarding any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's behalf if the Executive had remained in the employ of the Company for the period referred to in the preceding sentenceotherwise applicable vesting requirements.

Severance Compensation. (a) If, following the occurrence of a Change ---------------------- of Control, the Executive is Terminated by the Company during the Severance Period other than in the circumstances set forth in Section 2 (a) (i2(a)(i), 2 (a) (ii2(a)(ii), or 2 (a) (iii2(a)(iii), or if the Executive Terminates for Good Reason: (i) The Company will pay to the Executive in a lump sum in cash within five (5) business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination the aggregate of the amount (the "Severance Payment") equal to one times the sum of (A) the Executive's Base Pay at the highest rate in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during any calendar year or portion thereof from and including the third calendar year prior to the first occurrence of a Change of Control; and (ii) For the period of one year from the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's behalf if the Executive had remained in the employ of the Company for the period referred to in the preceding sentence.

Severance Compensation. (a) If, following the occurrence of a Change of Control, If the Executive is Terminated by the Company in connection with a Change in Control as set forth in Section 2 during the Severance Period Period, other than in the circumstances set forth in Section 2 (a) (i2(a)(i), 2 (a2(a)(ii) (ii), or 2 (a) (iii2(a)(iii), or if the Executive Terminates for Good Reason: (i) The Company will pay to the Executive in a lump sum in cash within five (5) business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination the aggregate of the amount (the "“Severance Payment"”) equal to one and one-half times the sum of (A) the Executive's ’s Base Pay at the highest rate in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of in Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during any calendar year or portion thereof from and including the third calendar year prior to the first occurrence of a Change of in Control; and (ii) For the period of one year and one-half years from the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's ’s Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's ’s behalf if the Executive had remained in the employ of the Company for the period referred to in the preceding sentence. (iii) Notwithstanding anything to the contrary contained in this Agreement, if any payments to be made pursuant to this Agreement are subject to Section 409A of the Internal Revenue Code, such payments shall be made in accordance with the provisions of such Section 409A, including without limitation that the first payment of severance shall be made on a date that is six months after the date of termination and such payment shall include all amounts of severance earned but not paid from the date of termination through the date of such first payment.” (b) There will be no right of set-off or counterclaim in respect of any claim, debt, or obligation against any payment to or benefit for the Executive provided for in this Agreement. (c) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided under this Agreement (including under this Section 3 or Section 6) on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite “prime rate” as quoted from time to time during the relevant period in the Northeast Edition of The Wall Street Journal. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change. (d) Notwithstanding any other provision hereof, the parties, respective rights and obligations under this Section 3 and under Sections 4 and 6 will survive any termination or expiration of this Agreement following a Change in Control or any Termination following a Change in Control for any reason whatsoever.

Severance Compensation. (a) IfIf the Company shall terminate the Executive's employment during the Term other than pursuant to Section 6(a)(i), following the occurrence of a Change of Control6(a)(ii) or 6(a)(iii), if the Executive is Terminated by the Company during the Severance Period other than in the circumstances set forth in shall terminate his employment pursuant to Section 2 (a) (i), 2 (a) (ii), or 2 (a) (iii6(b), or if the Company shall give Executive Terminates for Good Reason: (i) The Company will pay to the Executive in a lump sum in cash within five (5) business written notice not later than 90 days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination the aggregate of the amount (the "Severance Payment") equal to one times the sum of (A) the Executive's Base Pay at the highest rate in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during any calendar year or portion thereof from and including the third calendar year prior to the first occurrence second anniversary or any subsequent anniversary of a Change this Agreement of Control; and (ii) For the period non- renewal of one year from the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailablethis Agreement, the Company shall pay to the Executive the amount specified herein upon the later of (i) five business days after the Termination Date or date of expiration of this Agreement, as the case may be, (ii) the effective date of a release executed by the Executive and the Company in the form attached hereto as Exhibit B or (iii) , at the Executive's option, a date later than the dates specified in clauses (i) and (ii). In lieu of any further payments to the Executive for periods subsequent to the Termination Date or such expiration date, except in the event of a termination by the Executive of his employment pursuant to Section 6(b)(v), the Company shall make a lump sum payment (the "Severance Payment"), in an amount equal to 200% of the sum of (i) an amount equal to the contributions that would have been aggregate annual Base Pay (at the highest rate in effect for any year prior to the Termination Date) and (ii) the aggregate Incentive Pay (based upon the greatest amount of Incentive Pay paid or payable to the Executive for any year prior to the Termination Date). If the Executive shall terminate his employment pursuant to Section 6(b)(v), his Severance Payment shall be an amount equal to 300% of the sum of the amounts described in clauses (i) and (ii) of the immediately preceding sentence of this Section 7(a). (b) There shall be no right of set-off or counterclaim in respect of any claim, debt or obligation against any payment to or benefit for the Executive provided for in this Agreement. (c) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment required to be made hereunder on a timely basis, the Company shall pay interest on the amount thereof at an annualized rate of interest equal to the then-applicable interest rate prescribed by the Company Pension Benefit Guarantee Corporation for such coverage on benefit valuations in connection with non-multiemployer pension plan terminations assuming the Executive's behalf if the Executive had remained in the employ immediate commencement of the Company for the period referred to in the preceding sentencebenefit payments.

Severance Compensation. (a) If, following the occurrence of a Change of ---------------------- Control, the Executive is Terminated by the Company during the Severance Period other than in the circumstances set forth in Section 2 (a) (i), 2 (a) (ii), or 2 (a) (iii), or if the Executive Terminates for Good Reason: (i) The Company will pay to the Executive in a lump sum in cash within five (5) business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination the aggregate of the amount (the "Severance Payment") equal to one and one-half times the sum of (A) the Executive's Base Pay at the highest rate in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during any calendar year or portion thereof from and including the third calendar year prior to the first occurrence of a Change of Control; and (ii) For the period of one year and one-half years from the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's behalf if the Executive had remained in the employ of the Company for the period referred to in the preceding sentence.

Severance Compensation. (a) If, following the occurrence of a ---------------------- Change of Control, the Executive is Terminated by the Company during the Severance Period other than in the circumstances set forth in Section 2 (a) (i), 2 (a) (ii), or 2 (a) (iii), or if the Executive Terminates for Good Reason: (i) The Company will pay to the Executive in a lump sum in cash within five (5) business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination the aggregate of the amount (the "Severance Payment") equal to one and one-half times the sum of (A) the Executive's Base Pay at the highest rate in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during any calendar year or portion thereof from and including the third calendar year prior to the first occurrence of a Change of Control; and (ii) For the period of one year and one-half years from the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's behalf if the Executive had remained in the employ of the Company for the period referred to in the preceding sentence. (b) There will be no right of set-off or counter-claim in respect of any claim, debt, or obligation against any payment to or benefit for the Executive provided for in this Agreement. (c) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided under this Agreement (including under this Section 3 or Section 6) on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite "prime rate" as quoted from time to time during the relevant period in the Northeast Edition of The Wall Street Journal. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change. (d) Notwithstanding any other provision hereof, the parties, respective rights and obligations under this Section 3 and under Sections 4 and 6 will survive any termination or expiration of this Agreement following a Change of Control or any Termination following a Change of Control for any reason whatsoever.

Severance Compensation. (a) If, following the occurrence of a Change of Control, If the Executive is Terminated by the Company in connection with a Change in Control as set forth in Section 2 during the Severance Period Period, other than in the circumstances set forth in Section 2 (a) (i2(a)(i), 2 (a2(a)(ii) (ii), or 2 (a) (iii2(a)(iii), or if the Executive Terminates for Good Reason: (i) The Company will pay to the Executive in a lump sum in cash within five (5) business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination the aggregate of the amount (the "“Severance Payment"”) equal to one times the sum of (A) the Executive's ’s Base Pay at the highest rate in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of in Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during any calendar year or portion thereof from and including the third calendar year prior to the first occurrence of a Change of in Control; and (ii) For the period of one year from the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's ’s Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's ’s behalf if the Executive had remained in the employ of the Company for the period referred to in the preceding sentence. (iii) Notwithstanding anything to the contrary contained in this Agreement, if any payments to be made pursuant to this Agreement are subject to Section 409A of the Internal Revenue Code, such payments shall be made in accordance with the provisions of such Section 409A, including without limitation that the first payment of severance shall be made on a date that is six months after the date of termination and such payment shall include all amounts of severance earned but not paid from the date of termination through the date of such first payment. (b) There will be no right of set-off or counterclaim in respect of any claim, debt, or obligation against any payment to or benefit for the Executive provided for in this Agreement. (c) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided under this Agreement (including under this Section 3 or Section 6) on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite “prime rate” as quoted from time to time during the relevant period in the Northeast Edition of The Wall Street Journal. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change. (d) Notwithstanding any other provision hereof, the parties, respective rights and obligations under this Section 3 and under Sections 4 and 6 will survive any termination or expiration of this Agreement following a Change in Control or any Termination following a Change in Control for any reason whatsoever.

Severance Compensation. (a) If, following the occurrence of a Change of Control, If the Executive is Terminated by the Company in connection with a Change in Control as set forth in Section 2 during the Severance Period Period, other than in the circumstances set forth in Section 2 (a) (i2(a)(i), 2 (a2(a)(ii) (ii), or 2 (a) (iii2(a)(iii), or if the Executive Terminates for Good Reason: (i) The Company will pay to the Executive in a lump sum in cash within five (5) business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination the aggregate of the amount (the "“Severance Payment"”) equal to one times the sum of (A) the Executive's ’s Base Pay at the highest rate in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of in Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during any calendar year or portion thereof from and including the third calendar year prior to the first occurrence of a Change of in Control; and (ii) For the period of one year from the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's ’s Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's ’s behalf if the Executive had remained in the employ of the Company for the period referred to in the preceding sentence. (b) There will be no right of set-off or counterclaim in respect of any claim, debt, or obligation against any payment to or benefit for the Executive provided for in this Agreement. (c) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided under this Agreement (including under this Section 3 or Section 6) on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite “prime rate” as quoted from time to time during the relevant period in the Northeast Edition of The Wall Street Journal. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change. (d) Notwithstanding any other provision hereof, the parties, respective rights and obligations under this Section 3 and under Sections 4 and 6 will survive any termination or expiration of this Agreement following a Change in Control or any Termination following a Change in Control for any reason whatsoever.

Severance Compensation. (a) If, following the occurrence of a Change of ---------------------- Control, the Executive is Terminated by the Company during the Severance Period other than in the circumstances set forth in Section 2 (a) (i), 2 (a) (ii), or 2 (a) (iii), or if the Executive Terminates for Good Reason: (i) The Company will pay to the Executive in a lump sum in cash within five (5) business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination the aggregate of the amount (the "Severance Payment") equal to one times the sum of (A) the Executive's Base Pay at the highest rate in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during any calendar year or portion thereof from and including the third calendar year prior to the first occurrence of a Change of Control; and (ii) For the period of one year from the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's behalf if the Executive had remained in the employ of the Company for the period referred to in the preceding sentence.

Severance Compensation. (a) If, following the occurrence of a Change of Control, the Executive is Terminated by the Company during the Severance Period other than in the circumstances set forth in Section 2 (a) (i2(a)(i), 2 (a) (ii2(a)(ii), or 2 (a) (iii2(a)(iii), or if the Executive Terminates for Good Reason: (i) The Company will pay to the Executive in a lump sum in cash within five (5) business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination the aggregate of the amount (the "Severance Payment") equal to one times the sum of (A) the Executive's Base Pay at the highest rate --- in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during any calendar year or portion thereof from and including the third calendar year prior to the first occurrence of a Change of Control; and (ii) For the period of one year from the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's behalf if the Executive had remained in the employ of the Company for the period referred to in the preceding sentence. (b) There will be no right of set-off or counterclaim in respect of any claim, debt, or obligation against any payment to or benefit for the Executive provided for in this Agreement. (c) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided under this Agreement (including under this Section 3 or Section 6) on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite "prime rate" as quoted from time to time during the relevant period in the Northeast Edition of The Wall Street Journal. Such interest will be payable as ----------------------- it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change. (d) Notwithstanding any other provision hereof, the parties, respective rights and obligations under this Section 3 and under Sections 4 and 6 will survive any termination or expiration of this Agreement following a Change of Control or any Termination following a Change of Control for any reason whatsoever.

Severance Compensation. (a) If, following the occurrence of a Change ---------------------- of Control, the Executive is Terminated by the Company during the Severance Period other than in the circumstances set forth in Section 2 (a) (i2(a)(i), 2 (a) (ii2(a)(ii), or 2 (a) (iii2(a)(iii), or if the Executive Terminates for Good Reason: (i) The Company will pay to the Executive in a lump sum in cash within five (5) business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination the aggregate of the amount (the "Severance Payment") equal to one 1-1/2 times the sum of (A) the Executive's Base Pay at the highest rate in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during any calendar year or portion thereof from and including the third calendar year prior to the first occurrence of a Change of Control; and (ii) For the period of one year and one-half years from the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's behalf if the Executive had remained in the employ of the Company for the period referred to in the preceding sentence.

Severance Compensation. (a) If, following the occurrence of a Change of Control, If the Executive is Terminated by the Company in connection with a Change in Control as set forth in Section 2 during the Severance Period Period, other than in the circumstances set forth in Section 2 (a) (i2(a)(i), 2 (a2(a)(ii) (ii), or 2 (a) (iii2(a)(iii), or if the Executive Terminates for Good Reason: (i) The Company will pay to the Executive in a lump sum in cash within five (5) business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination the aggregate of the amount (the "“Severance Payment"”) equal to one and one-half times the sum of (A) the Executive's ’s Base Pay at the highest rate in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of in Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during any calendar year or portion thereof from and including the third calendar year prior to the first occurrence of a Change of in Control; and (ii) For the period of one year and one-half years from the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's ’s Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's ’s behalf if the Executive had remained in the employ of the Company for the period referred to in the preceding sentence. (b) There will be no right of set-off or counterclaim in respect of any claim, debt, or obligation against any payment to or benefit for the Executive provided for in this Agreement. (c) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided under this Agreement (including under this Section 3 or Section 6) on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite “prime rate” as quoted from time to time during the relevant period in the Northeast Edition of The Wall Street Journal. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change. (d) Notwithstanding any other provision hereof, the parties, respective rights and obligations under this Section 3 and under Sections 4 and 6 will survive any termination or expiration of this Agreement following a Change in Control or any Termination following a Change in Control for any reason whatsoever.

Severance Compensation. (a) If, following the occurrence of a Change of in Control, the Company or any Subsidiary by which Executive is Terminated by employed terminates the Company Executive's employment during the Severance Period other than in the circumstances set forth in pursuant to Section 2 (a) (i3(a)(i), 2 (a3(a)(ii) (ii), or 2 (a) (iii3(a)(iii), or if the Executive Terminates for Good Reason: (iterminates his employment pursuant to Section 3(b) The or 3(c), the Company will pay to the Executive in a lump sum in cash the following amounts within five (5) business days after the later date (the "Termination Date") that the Executive's employment is terminated (the effective date of which shall be the date on which of termination, or such other date that may be specified by the Company receives Executive if the determination of termination is pursuant to Section 3(b) or 3(c)) and continue to provide to the Accounting Firm required in Section 4 hereof or Executive the Date of Termination the aggregate of the amount following benefits: (i) A lump sum payment (the "Severance Payment") in an amount equal to one three times the sum of (A) the Executive's Base Pay (at the highest rate in effect at for any time within period prior to the 90Termination Date), plus (B) Incentive Pay (determined in accordance with the standards set forth in Section 1(f)). (ii) (A) for thirty-day period preceding six months (the date "Continuation Period") following the Notice of Termination Date, the Company will arrange to provide the Executive with Employee Benefits that are welfare benefits (but not stock option, stock purchase, stock appreciation or similar compensatory benefits) substantially similar to those which the Executive was given or, if higher, at receiving or entitled to receive immediately prior to the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of ControlTermination Date, and (B) an amount equal to such Continuation Period will be considered service with the greatest Company, assuming the amount of Base Pay and Incentive Pay received by payable to the Executive during any the calendar year or portion thereof from and including immediately preceding the third calendar year prior to in which the first occurrence of a Change of Control; and (ii) For the period of one year from the Date of Terminationin Control occurs, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay purpose of determining service credits and benefits due and payable to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's behalf if the Executive had remained in the employ of the Company for the period referred to in the preceding sentence.under the

Severance Compensation. (a) If, following the occurrence of a ---------------------- Change of Control, the Executive is Terminated by the Company during the Severance Period other than in the circumstances set forth in Section 2 (a) (i2(a)(i), 2 (a) (ii2(a)(ii), or 2 (a) (iii2(a)(iii), or if the Executive Terminates for Good Reason: (i) The Company will pay to the Executive in a lump sum in cash within five (5) business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination the aggregate of the amount (the "Severance Payment") equal to one times the sum of (A) the Executive's Base Pay at the highest rate in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during any calendar year or portion thereof from and including the third calendar year prior to the first occurrence of a Change of Control; and (ii) For the period of one year from the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's behalf if the Executive had remained in the employ of the Company for the period referred to in the preceding sentence. (b) There will be no right of set-off or counterclaim in respect of any claim, debt, or obligation against any payment to or benefit for the Executive provided for in this Agreement. (c) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided under this Agreement (including under this Section 3 or Section 6) on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite "prime rate" as quoted from time to time during the relevant period in the Northeast Edition of The Wall Street Journal. Such interest will be payable as ----------------------- it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change. (d) Notwithstanding any other provision hereof, the parties, respective rights and obligations under this Section 3 and under Sections 4 and 6 will survive any termination or expiration of this Agreement following a Change of Control or any Termination following a Change of Control for any reason whatsoever.

Severance Compensation. (a) If, following the occurrence of a Change ---------------------- of Control, the Executive is Terminated by the Company during the Severance Period other than in the circumstances set forth in Section 2 (a) (i), 2 (a) (ii), or 2 (a) (iii), or if the Executive Terminates for Good Reason: (i) The Company will pay to the Executive in a lump sum in cash within five (5) business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination the aggregate of the amount (the "Severance Payment") equal to one two times the sum of (A) the Executive's Base Pay at the highest rate in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during any calendar year or portion thereof from and including the third calendar year prior to the first occurrence of a Change of Control; and (ii) For the period of one year two years from the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's behalf if the Executive had remained in the employ of the Company for the period referred to in the preceding sentence.

Severance Compensation. (a) If, following the occurrence of a Change ---------------------- of Control, the Executive is Terminated by the Company during the Severance Period other than in the circumstances set forth in Section 2 (a) (i), 2 (a) (ii), or 2 (a) (iii), or if the Executive Terminates for Good Reason: (i) The Company will pay to the Executive in a lump sum in cash within five (5) business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination the aggregate of the amount (the "Severance Payment") equal to one and one-half times the sum of (A) the Executive's Base Pay at the highest rate in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during any calendar year or portion thereof from and including the third calendar year prior to the first occurrence of a Change of Control; and (ii) For the period of one year two years from the Date of Termination, --------- the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's behalf if the Executive had remained in the employ of the Company for the period referred to in the preceding sentence.

Severance Compensation. (a) If, following the occurrence of a ---------------------- Change of Control, the Executive is Terminated by the Company during the Severance Period other than in the circumstances set forth in Section 2 (a) (i2(a)(i), 2 (a) (ii2(a)(ii), or 2 (a) (iii2(a)(iii), or if the Executive Terminates for Good Reason: (i) The Company will pay to the Executive in a lump sum in cash within five (5) business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination the aggregate of the amount (the "Severance Payment") equal to one and one-half times the sum of (A) the Executive's Base Pay at the highest rate in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during any calendar year or portion thereof from and including the third calendar year prior to the first occurrence of a Change of Control; and (ii) For the period of one year and one-half years from the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's behalf if the Executive had remained in the employ of the Company for the period referred to in the preceding sentence. (b) There will be no right of set-off or counterclaim in respect of any claim, debt, or obligation against any payment to or benefit for the Executive provided for in this Agreement. (c) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided under this Agreement (including under this Section 3 or Section 6) on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite "prime rate" as quoted from time to time during the relevant period in the Northeast Edition of The Wall Street Journal. Such interest will be payable as ----------------------- it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change. (d) Notwithstanding any other provision hereof, the parties, respective rights and obligations under this Section 3 and under Sections 4 and 6 will survive any termination or expiration of this Agreement following a Change of Control or any Termination following a Change of Control for any reason whatsoever.

Severance Compensation. (a) If, following the occurrence of a Change of Control, If the Executive is Terminated by the Company in connection with a Change in Control as set forth in Section 2 during the Severance Period Period, other than in the circumstances set forth in Section 2 (a) (i2(a)(i), 2 (a2(a)(ii) (ii), or 2 (a) (iii2(a)(iii), or if the Executive Terminates for Good Reason: (i) The Company will pay to the Executive in a lump sum in cash within five (5) business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination the aggregate of the amount (the "“Severance Payment"”) equal to one two times the sum of (A) the Executive's ’s Base Pay at the highest rate in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of in Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during any calendar year or portion thereof from and including the third calendar year prior to the first occurrence of a Change of in Control; and (ii) For the period of one year two years from the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's ’s Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's ’s behalf if the Executive had remained in the employ of the Company for the period referred to in the preceding sentence. (iii) Notwithstanding anything to the contrary contained in this Agreement, if any payments to be made pursuant to this Agreement are subject to Section 409A of the Internal Revenue Code, such payments shall be made in accordance with the provisions of such Section 409A, including without limitation that the first payment of severance shall be made on a date that is six months after the date of termination and such payment shall include all amounts of severance earned but not paid from the date of termination through the date of such first payment. (b) There will be no right of set-off or counterclaim in respect of any claim, debt, or obligation against any payment to or benefit for the Executive provided for in this Agreement. (c) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided under this Agreement (including under this Section 3 or Section 6) on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite “prime rate” as quoted from time to time during the relevant period in the Northeast Edition of The Wall Street Journal. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change. (d) Notwithstanding any other provision hereof, the parties, respective rights and obligations under this Section 3 and under Sections 4 and 6 will survive any termination or expiration of this Agreement following a Change in Control or any Termination following a Change in Control for any reason whatsoever.

Severance Compensation. (a) IfIf the Company shall terminate the Executive's employment during the Term other than pursuant to Section 6(a)(i), following the occurrence of a Change of Control6(a)(ii) or 6(a)(iii), if the Executive is Terminated by the Company during the Severance Period other than in the circumstances set forth in shall terminate his employment pursuant to Section 2 (a) (i), 2 (a) (ii), or 2 (a) (iii6(b), or if the Company shall give Executive Terminates for Good Reason: (i) The Company will pay to the Executive in a lump sum in cash within five (5) business written notice not later than 90 days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination the aggregate of the amount (the "Severance Payment") equal to one times the sum of (A) the Executive's Base Pay at the highest rate in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during any calendar year or portion thereof from and including the third calendar year prior to the first occurrence second anniversary or any subsequent anniversary of a Change this Agreement of Control; and (ii) For the period nonrenewal of one year from the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailablethis Agreement, the Company shall pay to the Executive the amount specified herein upon the later of (i) five business days after the Termination Date or date of expiration of this Agreement, as the case may be, (ii) the effective date of a release executed by the Executive and the Company in the form attached hereto as Exhibit B or (iii), at the Executive's option, a date later than the dates specified in clauses (i) and (ii). In lieu of any further payments to the Executive for periods subsequent to the Termination Date or such expiration date, except in the event of a termination by the Executive of his employment pursuant to Section 6(b)(v), the Company shall make a lump sum payment (the "Severance --------- Payment"), in an amount equal to 200% of the contributions that would have been sum of (i) an amount ------- equal to the aggregate Base Pay and Annual Housing Allowance (at the highest rates in effect for any year prior to the Termination Date) and (ii) the aggregate Incentive Pay (based upon the greatest amount of Incentive Pay paid or payable to the Executive for any year prior to the Termination Date). If the Executive shall terminate his employment pursuant to Section 6(b)(v), his Severance Payment shall be an amount equal to 300% of the sum of the amounts described in clauses (i) and (ii) of the immediately preceding sentence of this Section 7(a). (b) There shall be no right of set-off or counterclaim in respect of any claim, debt or obligation against any payment to or benefit for the Executive provided for in this Agreement. (c) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment required to be made hereunder on a timely basis, the Company shall pay interest on the amount thereof at an annualized rate of interest equal to the then-applicable interest rate prescribed by the Company Pension Benefit Guarantee Corporation for such coverage on benefit valuations in connection with non-multiemployer pension plan terminations assuming the Executive's behalf if the Executive had remained in the employ immediate commencement of the Company for the period referred to in the preceding sentencebenefit payments.

Severance Compensation. (a) IfIf the Company shall terminate the Executive's employment during the Term other than pursuant to Section 6(a)(i), following the occurrence of a Change of Control6(a)(ii) or 6(a)(iii), if the Executive is Terminated by the Company during the Severance Period other than in the circumstances set forth in shall terminate his employment pursuant to Section 2 (a) (i), 2 (a) (ii), or 2 (a) (iii6(b), or if the Company shall give Executive Terminates for Good Reason: (i) The Company will pay to the Executive in a lump sum in cash within five (5) business written notice not later than 90 days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination the aggregate of the amount (the "Severance Payment") equal to one times the sum of (A) the Executive's Base Pay at the highest rate in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during any calendar year or portion thereof from and including the third calendar year prior to the first occurrence second anniversary or any subsequent anniversary of a Change this Agreement of Control; and (ii) For the period nonrenewal of one year from the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailablethis Agreement, the Company shall pay to the Executive the amount specified herein upon the later of (i) five business days after the Termination Date or date of expiration of this Agreement, as the case may be, (ii) the effective date of a release executed by the Executive and the Company in the form attached hereto as Exhibit B or (iii), at the Executive's option, a date later than the dates specified in clauses (i) and (ii). In lieu of any further payments to the Executive for periods subsequent to the Termination Date or such expiration date, except in the event of a termination by the Executive of his employment pursuant to Section 6(b)(v), the Company shall make a lump sum payment (the "Severance --------- Payment"), in an amount equal to 200% of the contributions that would have been sum of (i) an amount ------- equal to the aggregate annual Base Pay (at the highest rate in effect for any year prior to the Termination Date) and (ii) the aggregate Incentive Pay (based upon the greatest amount of Incentive Pay paid or payable to the Executive for any year prior to the Termination Date). If the Executive shall terminate his employment pursuant to Section 6(b)(v), his Severance Payment shall be an amount equal to 300% of the sum of the amounts described in clauses (i) and (ii) of the immediately preceding sentence of this Section 7(a). (b) There shall be no right of set-off or counterclaim in respect of any claim, debt or obligation against any payment to or benefit for the Executive provided for in this Agreement. (c) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment required to be made hereunder on a timely basis, the Company shall pay interest on the amount thereof at an annualized rate of interest equal to the then-applicable interest rate prescribed by the Company Pension Benefit Guarantee Corporation for such coverage on benefit valuations in connection with non-multiemployer pension plan terminations assuming the Executive's behalf if the Executive had remained in the employ immediate commencement of the Company for the period referred to in the preceding sentencebenefit payments.

Severance Compensation. (a) If, following the occurrence of a ---------------------- Change of Control, the Executive is Terminated by the Company during the Severance Period other than in the circumstances set forth in Section 2 (a) (i2(a)(i), 2 (a) (ii2(a)(ii), or 2 (a) (iii2(a)(iii), or if the Executive Terminates for Good Reason: (i) The Company will pay to the Executive in a lump sum in cash within five (5) business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination the aggregate of the amount (the "Severance Payment") equal to one two times the sum of (A) the Executive's Base Pay at the highest rate in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during any calendar year or portion thereof from and including the third calendar year prior to the first occurrence of a Change of Control; and (ii) For the period of one year two years from the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's behalf if the Executive had remained in the employ of the Company for the period referred to in the preceding sentence. (b) There will be no right of set-off or counterclaim in respect of any claim, debt, or obligation against any payment to or benefit for the Executive provided for in this Agreement. (c) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided under this Agreement (including under this Section 3 or Section 6) on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite "prime rate" as quoted from time to time during the relevant period in the Northeast Edition of The Wall Street Journal. Such interest will be payable as ----------------------- it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change. (d) Notwithstanding any other provision hereof, the parties, respective rights and obligations under this Section 3 and under Sections 4 and 6 will survive any termination or expiration of this Agreement following a Change of Control or any Termination following a Change of Control for any reason whatsoever.

Severance Compensation. (a) If, following the occurrence of a Change of Control, If the Executive is Terminated by the Company in connection with a Change in Control as set forth in Section 2 during the Severance Period Period, other than in the circumstances set forth in Section 2 (a) (i2(a)(i), 2 (a2(a)(ii) (ii), or 2 (a) (iii2(a)(iii), or if the Executive Terminates for Good Reason: (i) The Company will pay to the Executive in a lump sum in cash within five (5) business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination the aggregate of the amount (the "“Severance Payment"”) equal to one two times the sum of (A) the Executive's ’s Base Pay at the highest rate in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of in Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during any calendar year or portion thereof from and including the third calendar year prior to the first occurrence of a Change of in Control; and (ii) For the period of one year two years from the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's ’s Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's ’s behalf if the Executive had remained in the employ of the Company for the period referred to in the preceding sentence. (b) There will be no right of set-off or counterclaim in respect of any claim, debt, or obligation against any payment to or benefit for the Executive provided for in this Agreement. (c) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided under this Agreement (including under this Section 3 or Section 6) on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite “prime rate” as quoted from time to time during the relevant period in the Northeast Edition of The Wall Street Journal. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change. (d) Notwithstanding any other provision hereof, the parties, respective rights and obligations under this Section 3 and under Sections 4 and 6 will survive any termination or expiration of this Agreement following a Change in Control or any Termination following a Change in Control for any reason whatsoever.

Severance Compensation. (a) IfIf the Company shall terminate the Executive's employment during the Term other than pursuant to Section 6(a)(i), following the occurrence of a Change of Control6(a)(ii) or 6(a)(iii), if the Executive is Terminated by the Company during the Severance Period other than in the circumstances set forth in shall terminate his employment pursuant to Section 2 (a) (i), 2 (a) (ii), or 2 (a) (iii6(b), or if the Company shall give Executive Terminates for Good Reason: (i) The Company will pay to the Executive in a lump sum in cash within five (5) business written notice not later than 90 days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination the aggregate of the amount (the "Severance Payment") equal to one times the sum of (A) the Executive's Base Pay at the highest rate in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during any calendar year or portion thereof from and including the third calendar year prior to the first occurrence second anniversary or any subsequent anniversary of a Change this Agreement of Control; and (ii) For the period nonrenewal of one year from the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailablethis Agreement, the Company shall pay to the Executive the amount specified herein upon the later of (i) five business days after the Termination Date or date of expiration of this Agreement, as the case may be, (ii) the effective date of a release executed by the Executive and the Company in the form attached hereto as Exhibit B or (iii), at the Executive's option, a date later than the dates specified in clauses (i) and (ii). In lieu of any further payments to the Executive for periods subsequent to the Termination Date or such expiration date, except in the event of a termination by the Executive of his employment pursuant to Section 6(b)(v), the Company shall make a lump sum payment (the "Severance --------- Payment"), in an amount equal to 200% of the contributions that would have been sum of (i) an amount -------- equal to the aggregate annual Base Pay (at the highest rate in effect for any year prior to the Termination Date) and (ii) the aggregate Incentive Pay (based upon the greatest amount of Incentive Pay paid or payable to the Executive for any year prior to the Termination Date). If the Executive shall terminate his employment pursuant to Section 6(b)(v), his Severance Payment shall be an amount equal to 300% of the sum of the amounts described in clauses (i) and (ii) of the immediately preceding sentence of this Section 7(a). (b) There shall be no right of set-off or counterclaim in respect of any claim, debt or obligation against any payment to or benefit for the Executive provided for in this Agreement. (c) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment required to be made hereunder on a timely basis, the Company shall pay interest on the amount thereof at an annualized rate of interest equal to the then-applicable interest rate prescribed by the Company Pension Benefit Guarantee Corporation for such coverage on benefit valuations in connection with non-multiemployer pension plan terminations assuming the Executive's behalf if the Executive had remained in the employ immediate commencement of the Company for the period referred to in the preceding sentencebenefit payments.

Severance Compensation. (a) If, following the occurrence of a ---------------------- Change of Control, the Executive is Terminated by the Company during the Severance Period other than in the circumstances set forth in Section 2 (a) (i), 2 (a) (ii), or 2 (a) (iii), or if the Executive Terminates for Good Reason: (i) The Company will pay to the Executive in a lump sum in cash within five (5) business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination the aggregate of the amount (the "Severance Payment") equal to one two times the sum of (A) the Executive's Base Pay at the highest rate in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during any calendar year or portion thereof from and including the third calendar year prior to the first occurrence of a Change of Control; and (ii) For the period of one year two years from the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's behalf if the Executive had remained in the employ of the Company for the period referred to in the preceding sentence. (b) There will be no right of set-off or counter-claim in respect of any claim, debt, or obligation against any payment to or benefit for the Executive provided for in this Agreement. (c) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided under this Agreement (including under this Section 3 or Section 6) on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite "prime rate" as quoted from time to time during the relevant period in the Northeast Edition of The Wall Street Journal. Such interest will be payable as ----------------------- it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change. (d) Notwithstanding any other provision hereof, the parties, respective rights and obligations under this Section 3 and under Sections 4 and 6 will survive any termination or expiration of this Agreement following a Change of Control or any Termination following a Change of Control for any reason whatsoever.