Common use of Severance Compensation Clause in Contracts

Severance Compensation. (a) If, following the occurrence of a Change in Control, the Company or Subsidiary terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates his employment pursuant to Section 3(b), the Company will pay to the Executive the amounts described in Annex A within ten business days after the Termination Date and will continue to provide to the Executive the benefits described on Annex A for the periods described therein, provided the Executive executes a release in the form attached hereto as Annex C. (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 so- called composite "prime rate" as quoted from time to time during the relevant period in the Eastern 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. (c) Following a termination of the Executive's employment described in Section 4(a), the Company will pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation that has been allocated or awarded to the Executive for any performance period ending prior to the Termination Date, payment of which is contingent on the continuing performance of services by the Executive plus (ii) the value of any annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for the performance period that includes the Termination Date, disregarding any applicable vesting requirements; provided that amount described in clause (ii) of this Section 4(c) will be calculated at the plan target or payout rate, but prorated to base payment only on the portion of the Executive's service that had elapsed during the applicable performance period. Such payment will take into account service rendered through the payment date and will be made at the earlier of (x) the date prescribed for payment pursuant to the applicable plan, program or agreement, and (y) within ten business days after the Termination Date. (d) Notwithstanding any provision to the contrary in any applicable plan, program or agreement, upon the occurrence of a Change in Control, all stock options and other equity incentive awards held by the Executive will become fully vested and/or exercisable, as the case may be, on the date on which the Change in Control occurs, and all stock options held by the Executive will remain exercisable for a period beginning on the day immediately following the Executive's Termination Date equal to the Cash Severance Period plus 90 days or, if earlier, until the expiration date of the options. (e) Notwithstanding any other provision of this Agreement to the contrary, in the event that the consummation of a transaction that would constitute a Change in Control is contingent upon the transaction's qualifying for pooling of interests accounting under Accounting Principles Board Opinion No. 16 or any successor thereto, the Board may take the minimum action necessary to qualify the transaction for pooling of interests accounting treatment, but only if the transaction would qualify for such treatment in the absence of this Agreement.

Severance Compensation. Any amounts and benefits to which the Executive is entitled under this Agreement shall be offset and reduced by any other amount of severance benefits to be received by the Executive upon termination of employment under any employment agreement between the Executive and the Company (or Subsidiary) or any other severance plan, policy, agreement or arrangement of the Company or Subsidiary. The amounts and benefits to which the Executive is entitled pursuant to Section 3 of this Agreement are: (a) IfA cash payment payable during each month of the Continuation Period (as defined below) in an amount equal to 1/12 of the sum of Base Pay and Incentive Pay, and commencing on the first day of the month following the occurrence Termination Date, (b) A lump-sum cash payment which the Company will pay within ten (10) business days after the expiration of a the Continuation Period (as defined below) equal to the Company matching contributions that would have been made under the Company's 401(k) savings plan(s) on the amounts described in Section 4(a) if the Executive had continued in employment and participated to the fullest extent under such plan(s). For this purpose, the Company matching contribution rate shall be determined using the rate of Company matching contribution in effect at the Change in Control, or the Company or Subsidiary terminates rate in effect on the Executive's employment during Termination Date if greater. (c) For a period of twenty-seven (27) months following the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if Termination Date (the Executive terminates his employment pursuant to Section 3(b"Continuation Period"), the Company will pay arrange to provide the Executive with continued medical, group life, and dental benefits substantially similar, and subject to the Executive the amounts described in Annex A within ten business days after the Termination Date and will continue same employee contribution requirement, to provide to those that the Executive the benefits described on Annex A for the periods described therein, provided the Executive executes a release in the form attached hereto as Annex C. (b) Without limiting the rights of the Executive at law was receiving or in equity, if the Company fails entitled 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 so- called composite "prime rate" as quoted from time to time during the relevant period in the Eastern 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. (c) Following a termination of the Executive's employment described in Section 4(a), the Company will pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation that has been allocated or awarded to the Executive for any performance period ending receive immediately prior to the Termination DateDate (or, payment of which is contingent on if greater, immediately prior to the continuing performance of services by Change in Control). If and to the Executive plus (ii) extent that the value of Company determines that any annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for the performance period that includes the Termination Date, disregarding any applicable vesting requirements; provided that amount benefit described in clause (ii) of this Section 4(c) will cannot be calculated at the plan target paid or payout rateprovided under any policy, but prorated to base payment only on the portion plan, or program or arrangement of the Executive's service that had elapsed during the applicable performance period. Such payment will take into account service rendered through the payment date and will be made at the earlier of (x) the date prescribed for payment pursuant to the applicable plan, program Company or agreement, and (y) within ten business days after the Termination Date. (d) Notwithstanding any provision to the contrary in any applicable plan, program or agreement, upon the occurrence of a Change in Control, all stock options and other equity incentive awards held by the Executive will become fully vested and/or exercisableSubsidiary, as the case may be, on then the date on which Company will itself make a lump-sum payment to the Change in Control occurs, and all stock options held Executive equal to the actuarial value of the Company's cost of providing such benefits. Benefits otherwise receivable by the Executive pursuant to this Section 4(c) will remain exercisable for a period beginning on be reduced to the day immediately extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period following the Executive's Termination Date equal Date, and any such welfare benefits actually received by the Executive shall be reported by the Executive to the Cash Severance Period plus 90 days orCompany. Provided, if earlierhowever, until the expiration date of the options. (e) Notwithstanding notwithstanding any other provision of this Agreement agreement between the Company or Subsidiary and the Executive to the contrary, in any payments due under this Section 4 that are rendered non-deductible by the event that Company (or any Subsidiary) solely by virtue of the consummation $1,000,000 limit on applicable employee remuneration established under 162(m) of a transaction that would constitute a the Internal Revenue Code of 1986, as amended, during the tax year of the Change in Control is contingent upon Control, shall not be payable until the transaction's qualifying for pooling next following tax year of interests accounting under Accounting Principles Board Opinion Nothe Company or its successor. 16 or any successor thereto, Such payment shall then be made within ten (10) business days following the Board may take the minimum action necessary to qualify the transaction for pooling start of interests accounting treatment, but only if the transaction would qualify for such treatment in the absence of this Agreementtax year.

Severance Compensation. (a) If, following Severance benefits to which the occurrence of a Change in Control, the Company or Subsidiary terminates the Executive's employment during the Severance Period other than Executive is entitled pursuant to Section 3(a)(i3 are described on Annex A. The Company will pay to the Executive those amounts described in Paragraph (1) of Annex A within five business days following both receipt of the Release described in Section 10 (attached as Annex C) and expiration of the relevant revocation period described therein. The benefits and perquisites described in Paragraphs (3) (4), 3(a)(ii(5) and (6) of Annex A will be provided to the Executive as described therein. The Company will pay or 3(a)(iii)provide to the Executive the amounts described in Paragraph (2) of Annex A within three business days following both receipt of the Release described in Section 10 (and attached as Annex C) and expiration of the relevant revocation period described therein; provided that, or if the Executive terminates his employment pursuant is a Specified Employee, to the extent that the amount described in Paragraph (2) of Annex A exceeds the lesser of two times (i) the Executive’s annualized compensation for the preceding calendar year, or (ii) the limit on compensation set forth in Section 3(b401(a)(17) of the Code (the “Section 409A Severance Limit”), then payment under Paragraph (2) of Annex A shall be temporarily reduced by such amount as is necessary to ensure that the Section 409A Severance Limit is not exceeded (the unpaid amount the “Section 409A Severance Reduction Amount”) and will be paid within three business days following both receipt of the Release described in Section 10 (and attached as Annex C) and expiration of the relevant revocation period described therein. The Section 409A Severance Reduction Amount shall be paid to the Executive in a single lump sum payment six months following the Separation from Service Date. Notwithstanding the foregoing to the contrary, in the event that the Executive is a Specified Employee and Executive’s Involuntary Separation from Service occurs due to Good Reason, the Company will pay to the Executive the amounts described in Paragraph (2) of Annex A within ten business days after in a single lump sum payment six months following the Termination Date and will continue to provide to the Executive the benefits described on Annex A for the periods described therein, provided the Executive executes a release in the form attached hereto as Annex C.Separation from Service Date. (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 so- so-called composite "“prime rate" ” as quoted from time to time during the relevant period in the Eastern 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. (c) Following a termination of the Executive's employment described in Section 4(a), the Company will pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation that has been allocated or awarded to the Executive for any performance period ending prior to the Termination Date, payment of which is contingent on the continuing performance of services by the Executive plus (ii) the value of any annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for the performance period that includes the Termination Date, disregarding any applicable vesting requirements; provided that amount described in clause (ii) of this Section 4(c) will be calculated at the plan target or payout rate, but prorated to base payment only on the portion of the Executive's service that had elapsed during the applicable performance period. Such payment will take into account service rendered through the payment date and will be made at the earlier of (x) the date prescribed for payment pursuant to the applicable plan, program or agreement, and (y) within ten business days after the Termination Date. (d) Notwithstanding any provision to the contrary in any applicable plan, program or agreement, upon the occurrence of a Change in Control, all stock options and other equity incentive awards held by the Executive will become fully vested and/or exercisable, as the case may be, on the date on which the Change in Control occurs, and all stock options held by the Executive will remain exercisable for a period beginning on the day immediately following the Executive's Termination Date equal to the Cash Severance Period plus 90 days or, if earlier, until the expiration date of the options. (e) Notwithstanding any other provision of this Agreement to the contrary, in the event that parties’ respective rights and obligations under this Section 4 and under Sections 5, 6 and 7 will survive any termination or expiration of this Agreement or the consummation Executive’s termination of a transaction that would constitute employment following a Change in Control is contingent upon the transaction's qualifying for pooling of interests accounting under Accounting Principles Board Opinion No. 16 or any successor thereto, the Board may take the minimum action necessary to qualify the transaction for pooling of interests accounting treatment, but only if the transaction would qualify for such treatment in the absence of this Agreementreason whatsoever.

Severance Compensation. (a) (a) If, following the occurrence of a Change in Control, the Company or Subsidiary terminates the Executive's ’s employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates his employment pursuant to Section 3(b), the Company will pay to the Executive the amounts described in Annex A within ten (10) business days after the Termination Date Date, or, if later, upon the expiration of the revocation period provided for in Exhibit A, and will continue to provide to the Executive the benefits described on Annex A for the periods described therein, provided the Executive executes a release in the form attached hereto as Annex C.. (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 so- so-called composite "“prime rate" ” as quoted from time to time during the relevant period in the Eastern Midwest Edition of The Wall Street Journal, plus 2%. 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. (c) Following a Notwithstanding any provision of this Agreement to the contrary, the parties’ respective rights and obligations under this Section 4 and under Sections 5, 7, 8 and the last sentence of Section 9 and Paragraph (3) of Annex A will survive any termination or expiration of this Agreement or the termination of the Executive's ’s employment described following a Change in Section 4(a)Control for any reason whatsoever. (d) Unless otherwise expressly provided by the applicable policy, plan, program or agreement, after the occurrence of a Change in Control, the Company will shall pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation that has been allocated or awarded to the Executive for any performance period ending prior to the Termination Date, payment of which is contingent on the continuing performance of services by the Executive plus (ii) the value of any annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for or granted with respect to the Executive’s service during the performance period or periods that includes the Termination Datedate on which the Change in Control occurred, disregarding any applicable vesting requirements; provided that such amount described in clause (ii) of this Section 4(c) will shall be calculated at the plan target or payout rate, but prorated to base payment only on the portion of the Executive's ’s service that had elapsed during the applicable performance period. Such payment will shall take into account service rendered through the payment date and will shall be made at the earlier of (xi) the date prescribed for payment pursuant to the applicable plan, program or agreement, and (yii) within ten five business days after the Termination Date. (de) Notwithstanding any provision to the contrary in any applicable policy, plan, program or agreement, upon the occurrence of a Change in Control, all stock options and other equity incentive grants and awards held by the Executive will shall become fully vested and/or exercisable, as the case may be, on the date on which the Change in Control occurs, and all stock options held by the Executive will remain exercisable for a period beginning on the day immediately following the Executive's Termination Date equal to the Cash Severance Period plus 90 days or, if earlier, until the expiration date of the optionsshall become fully exercisable. (e) Notwithstanding any other provision of this Agreement to the contrary, in the event that the consummation of a transaction that would constitute a Change in Control is contingent upon the transaction's qualifying for pooling of interests accounting under Accounting Principles Board Opinion No. 16 or any successor thereto, the Board may take the minimum action necessary to qualify the transaction for pooling of interests accounting treatment, but only if the transaction would qualify for such treatment in the absence of this Agreement.

Severance Compensation. (a) If, following the occurrence of a Change in Control, the Company or Subsidiary terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates his employment pursuant to Section 3(b) or Section 3(c), the Company will pay to the Executive the amounts described in Annex A within ten five business days after the Termination Date and will continue to provide to the Executive the benefits described on Annex A for the periods described therein, provided the Executive executes a release in the form attached hereto as Annex C.. (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 so- so-called composite "prime rate" as quoted from time to time during the relevant period in the Eastern Southwest Edition of The Wall Street JournalTHE WALL STREET JOURNAL, plus 2%. 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. (c) Following a Notwithstanding any provision of this Agreement to the contrary, the parties' respective rights and obligations under this Section 4 and under Sections 5, 7, 8 and the last sentence of Section 9 will survive any termination or expiration of this Agreement or the termination of the Executive's employment described following a Change in Section 4(a)Control for any reason whatsoever. (d) Unless otherwise expressly provided by the applicable annual bonus plan, after the occurrence of a Change in Control, the Company will shall pay in cash to the Executive a lump lump-sum amount equal to the sum value of (i) any unpaid incentive compensation that has been allocated the Executive's annual bonus earned or awarded accrued with respect to the Executive for any performance period ending prior to Executive's service during the Termination Date, payment of which is contingent on the continuing performance of services by the Executive plus (ii) the value of any annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for the performance period that includes the Termination Datedate on which the Change in Control occurred, disregarding any applicable vesting requirements; provided that such amount described in clause (ii) of this Section 4(c) will shall be calculated at the plan target or payout rate, but prorated to base payment only on the portion of the Executive's service that had elapsed during the applicable performance period. Such payment will shall take into account service rendered through the payment date and will shall be made at the earlier of (xi) the date prescribed for payment pursuant to the applicable plan, program or agreement, and (yii) within ten five business days after the Termination Date. (d) Notwithstanding any provision to the contrary in any applicable plan, program or agreement, upon the occurrence of a Change in Control, all stock options and other equity incentive awards held by the Executive will become fully vested and/or exercisable, as the case may be, on the date on which the Change in Control occurs, and all stock options held by the Executive will remain exercisable for a period beginning on the day immediately following the Executive's Termination Date equal to the Cash Severance Period plus 90 days or, if earlier, until the expiration date of the options. (e) Notwithstanding any other provision of this Agreement to the contrary, in the event that the consummation of a transaction that would constitute a Change in Control is contingent upon the transaction's qualifying for pooling of interests accounting under Accounting Principles Board Opinion No. 16 or any successor thereto, the Board may take the minimum action necessary to qualify the transaction for pooling of interests accounting treatment, but only if the transaction would qualify for such treatment in the absence of this Agreement.

Severance Compensation. Upon termination of employment, prior to the expiration of the Employment Period, for any reason other than for cause, as defined below, and subject to the provisions of Section 11(c)(3), the Executive shall be entitled to: (aA) If, following Six (6) months of his annual Base Salary be paid according to Section 4; (B) any and all reasonable expenses paid or incurred by the occurrence Executive in connection with and related to the performance of a Change his duties and responsibilities for the Company during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in Controlaccordance with Company policy; and (D) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Company or Subsidiary terminates shall fully accelerate the Executive's employment during the Severance Period other than pursuant to Section 3(a)(i)vesting and exercisability of such Share Awards, 3(a)(ii) or 3(a)(iii), or if the Executive terminates his employment pursuant to Section 3(b), the Company will pay to the Executive the amounts described in Annex A within ten business days after the Termination Date so that all such Share Awards shall be fully vested and will continue to provide to the Executive the benefits described on Annex A for the periods described therein, provided the Executive executes a release in the form attached hereto as Annex C. (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 so- called composite "prime rate" as quoted from time to time during the relevant period in the Eastern 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 exercisable as of the date Executive’s death, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after the Executive’s death or (B) the original term of the option, if such change. Share Awards is an option. The Executive may continue coverage with respect to the Company’s group health plans as permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985 (c“COBRA”) Following a termination for himself and each of his “Qualified Beneficiaries” as defined by COBRA (“COBRA Coverage”). The Company shall reimburse the amount of any COBRA premium paid for COBRA Coverage timely elected by and for the Executive and any Qualified Beneficiary of the Executive's employment described in Section 4(a), and not otherwise reimbursed, during the Company will pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation period that has been allocated or awarded to the Executive for any performance period ending prior to the Termination Date, payment of which is contingent ends on the continuing performance of services by the Executive plus (ii) the value of any annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for the performance period that includes the Termination Date, disregarding any applicable vesting requirements; provided that amount described in clause (ii) of this Section 4(c) will be calculated at the plan target or payout rate, but prorated to base payment only on the portion of the Executive's service that had elapsed during the applicable performance period. Such payment will take into account service rendered through the payment date and will be made at the earlier earliest of (x) the date prescribed for payment pursuant to the applicable plan, program or agreement, and (y) within ten business days after the Termination Date. (d) Notwithstanding any provision to the contrary in any applicable plan, program or agreement, upon the occurrence of a Change in Control, all stock options and other equity incentive awards held by the Executive will become fully vested and/or exercisableor the Qualified Beneficiary, as the case may be, on ceases to be eligible for COBRA Coverage, (y) the date on which last day of the Change in Control occurs, and all stock options held by the Executive will remain exercisable for a consecutive eighteen (18) month period beginning on the day immediately following the Executive's Termination Date equal to the Cash Severance Period plus 90 days or, if earlier, until the expiration date of the options. Executive’s termination of employment and (ez) Notwithstanding the date the Executive or the Qualified Beneficiary, as the case may be, is covered by another group health plan. To reimburse any other provision of COBRA premium payment under this Agreement to the contrary, in the event that the consummation of a transaction that would constitute a Change in Control is contingent upon the transaction's qualifying for pooling of interests accounting under Accounting Principles Board Opinion No. 16 or any successor theretoparagraph, the Board may take Company must receive documentation of the minimum action necessary to qualify the transaction for pooling COBRA premium payment within ninety (90) days of interests accounting treatment, but only if the transaction would qualify for such treatment in the absence of this Agreementits payment.

Severance Compensation. (a) If, following the occurrence of a Change in Control, the Company or Subsidiary terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates his employment pursuant to Section 3(b), the Company will pay to the Executive the amounts described in Annex A within ten business days after the Termination Date Date, or, if later, upon the expiration of the revocation period provided for in Exhibit A, and will continue to provide to the Executive the benefits described on Annex A for the periods described therein, provided the Executive executes a release in the form attached hereto as Annex C.. (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 so- so-called composite "prime rate" as quoted from time to time during the relevant period in the Eastern Midwest Edition of The Wall Street JournalTHE WALL STREET JOURNAL, plus 2%. 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. (c) Following a Notwithstanding any provision of this Agreement to the contrary, the parties' respective rights and obligations under this Section 4 and under Sections 5, 7, 8 and the last sentence of Section 9 and Paragraph (3) of Annex A will survive any termination or expiration of this Agreement or the termination of the Executive's employment described following a Change in Section 4(a)Control for any reason whatsoever. (d) Unless otherwise expressly provided by the applicable policy, plan, program or agreement, after the occurrence of a Change in Control, the Company will shall pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation that has been allocated or awarded to the Executive for any performance period ending prior to the Termination Date, payment of which is contingent on the continuing performance of services by the Executive plus (ii) the value of any annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for or granted with respect to the Executive's service during the performance period or periods that includes the Termination Datedate on which the Change in Control occurred, disregarding any applicable vesting requirements; provided that such amount described in clause (ii) of this Section 4(c) will shall be calculated at the plan target or payout rate, but prorated to base payment only on the portion of the Executive's service that had elapsed during the applicable performance period. Such payment will shall take into account service rendered through the payment date and will shall be made at the earlier of (xi) the date prescribed for payment pursuant to the applicable plan, program or agreement, and (yii) within ten five business days after the Termination Date. (de) Notwithstanding any provision to the contrary in any applicable policy, plan, program or agreement, upon the occurrence of a Change in Control, all stock options and other equity incentive grants and awards held by the Executive will shall become fully vested and/or exercisable, as the case may be, on the date on which the Change in Control occurs, and all stock options held by the Executive will remain exercisable for a period beginning on the day immediately following the Executive's Termination Date equal to the Cash Severance Period plus 90 days or, if earlier, until the expiration date of the optionsshall become fully exercisable. (e) Notwithstanding any other provision of this Agreement to the contrary, in the event that the consummation of a transaction that would constitute a Change in Control is contingent upon the transaction's qualifying for pooling of interests accounting under Accounting Principles Board Opinion No. 16 or any successor thereto, the Board may take the minimum action necessary to qualify the transaction for pooling of interests accounting treatment, but only if the transaction would qualify for such treatment in the absence of this Agreement.

Severance Compensation. (a) If, following the occurrence of a Change in Control, the Company or Subsidiary terminates the Executive's ’s employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates his employment pursuant to Section 3(b), the Company will pay to the Executive the amounts described in Annex A within ten business days after the Termination Date Date, or, if later, upon the expiration of the revocation period provided for in Exhibit A, and will continue to provide to the Executive the benefits described on Annex A for the periods described therein, provided the Executive executes a release in the form attached hereto as Annex C.. (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 so- so-called composite "“prime rate" ” as quoted from time to time during the relevant period in the Eastern Midwest Edition of The Wall Street Journal, plus 2%. 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. (c) Following a Notwithstanding any provision of this Agreement to the contrary, the parties’ respective rights and obligations under this Section 4 and under Sections 5, 7, 8 and the last sentence of Section 9 and Paragraph (3) of Annex A will survive any termination or expiration of this Agreement or the termination of the Executive's ’s employment described following a Change in Section 4(a)Control for any reason whatsoever. (d) Unless otherwise expressly provided by the applicable policy, plan, program or agreement, after the occurrence of a Change in Control, the Company will shall pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation that has been allocated or awarded to the Executive for any performance period ending prior to the Termination Date, payment of which is contingent on the continuing performance of services by the Executive plus (ii) the value of any annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for or granted with respect to the Executive’s service during the performance period or periods that includes the Termination Datedate on which the Change in Control occurred, disregarding any applicable vesting requirements; provided that such amount described in clause (ii) of this Section 4(c) will shall be calculated at the plan target or payout rate, but prorated to base payment only on the portion of the Executive's ’s service that had elapsed during the applicable performance period. Such payment will shall take into account service rendered through the payment date and will shall be made at the earlier of (xi) the date prescribed for payment pursuant to the applicable plan, program or agreement, and (yii) within ten five business days after the Termination Date. (de) Notwithstanding any provision to the contrary in any applicable policy, plan, program or agreement, upon the occurrence of a Change in Control, all stock options and other equity incentive grants and awards held by the Executive will shall become fully vested and/or exercisable, as the case may be, on the date on which the Change in Control occurs, and all stock options held by the Executive will remain exercisable for a period beginning on the day immediately following the Executive's Termination Date equal to the Cash Severance Period plus 90 days or, if earlier, until the expiration date of the optionsshall become fully exercisable. (e) Notwithstanding any other provision of this Agreement to the contrary, in the event that the consummation of a transaction that would constitute a Change in Control is contingent upon the transaction's qualifying for pooling of interests accounting under Accounting Principles Board Opinion No. 16 or any successor thereto, the Board may take the minimum action necessary to qualify the transaction for pooling of interests accounting treatment, but only if the transaction would qualify for such treatment in the absence of this Agreement.

Severance Compensation. (a) If, following the occurrence of a Change in Control, the Company or Subsidiary terminates the Executive's ’s employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates his Executive’s employment pursuant to Section 3(b) (any such termination, a “Triggering Termination”), then, provided that such Triggering Termination constitutes a “separation from service” as defined in Section 409A, the Company will pay to the Executive the amounts described in Annex A within ten fifteen business days after the Termination Date and will continue to provide (subject to the Executive the benefits described on Annex A for the periods described therein, provided the Executive executes a release in the form attached hereto as Annex C.provisions of subsection (d) of this Section). (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 so- called composite "“prime rate" ” as quoted set forth from time to time during the relevant period in the Eastern Edition of The Wall Street JournalJournal “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 of such change. (c) Following Unless otherwise expressly provided by the applicable plan, program or agreement, after the occurrence of a termination of the Executive's employment described Change in Section 4(a)Control, the Company will pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation Incentive Pay that has been earned, accrued, allocated or awarded to the Executive for any performance period ending that by its terms as in effect prior to the a Triggering Termination Datehas been completed (any such period, a “Completed Performance Period”) (regardless of whether payment of which is such compensation would otherwise be contingent on the continuing performance of services by the Executive plus Executive) and (ii) the value Pro Rata Portion of the Incentive Pay Target in effect for any annual bonus or long-term incentive pay subsequent performance period. For this purpose, “Pro Rata Portion” means (including, without limitation, incentive-based annual cash bonuses x) the number of days from and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for the performance period that includes first day immediately following the last day of the immediately preceding Completed Performance Period to and including the Termination Date, disregarding any applicable vesting requirements; provided that amount described divided by (y) the total number of days in clause (ii) of this Section 4(c) will be calculated at the plan target or payout rate, but prorated to base payment only on the portion of the Executive's service that had elapsed during the applicable such subsequent performance period. Such payment will take into account service rendered through the payment date and payments will be made at the earlier of (x) the date prescribed for payment pursuant to the applicable plan, program or agreement, agreement and (y) within ten five business days after the Termination Date, and will be payable and calculated disregarding any otherwise applicable vesting requirements. (d) Notwithstanding any provision To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the contrary in any applicable plan, program or agreement, upon the occurrence of a Change in Control, all stock options and other equity incentive awards held by the Executive will become fully vested and/or exercisable, as the case may be, on the date on which the Change in Control occurs, and all stock options held by the Executive will remain exercisable for a six- month period beginning on the day immediately following the Executive's Termination Date equal to ’s termination of employment shall instead be paid on the Cash Severance Period plus 90 days orfirst business day after the date that is six months following the Executive’s termination of employment (or upon the Executive’s death, if earlier). In addition, until the expiration date of the options. (e) Notwithstanding any other provision of this Agreement to the contrary, in the event that the consummation of a transaction that would constitute a Change in Control is contingent upon the transaction's qualifying for pooling of interests accounting under Accounting Principles Board Opinion No. 16 or any successor thereto, the Board may take the minimum action necessary to qualify the transaction for pooling of interests accounting treatment, but only if the transaction would qualify for such treatment in the absence purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A, and any payments described in Annex A that are due within the “short-term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise.

Severance Compensation. (a1) If, following the occurrence of a Change in Control, the Company or Subsidiary terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii3(a), or if the Executive terminates his Executive's employment pursuant to Section 3(b), the Company will pay to the Executive the following amounts described in Annex A within ten business days after the date (the "Termination Date Date") that the Executive's employment is terminated (the effective date of which shall be the date of termination, or such other date that may be specified by the Executive if the termination is pursuant to Section 3(b)) and will continue to provide to the Executive the following benefits: (1) a lump sum cash payment (the "Severance Payment") in an amount equal to three times the sum of (A) Base Pay, plus (B) the greater of (x) the average actual bonus earned by the Executive pursuant to any annual bonus or incentive plan maintained by the Company in respect of the three fiscal years ending immediately prior to the fiscal year in which occurs such Change in Control (or, such lesser number of years during which the Executive was employed by the Company and annualized in the case of any such bonus paid in respect of a portion of a fiscal year) and (y) the Targeted Bonus (determined in accordance with Section 1(h) (the greater of (x) and (y) being hereinafter referred to as the "Highest Bonus"); (2) for 36 months following the Termination Date (the "Continuation Period"), 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) no less favorable than those which the Executive was receiving or entitled to receive immediately prior to the Termination Date, including benefits provided under the Company's Executive Protection Plan. If and to the extent that any benefit described on Annex A in this Section 4(a)(ii) is not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or any Subsidiary, as the case may be, then the Company will itself pay or provide for the periods described thereinpayment to the Executive, provided or Executive's dependents and beneficiaries, of such Employee Benefits. Without otherwise limiting the purpose or effect of Section 5, Employee Benefits otherwise receivable by the Executive executes pursuant to this Section 4(a)(ii) will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period. (3) Notwithstanding any provision of any annual or long-term incentive plan to the contrary, the Company shall pay to the Executive a release lump sum amount, in cash, equal to the sum of (x) any unpaid incentive compensation which has been allocated or awarded to the Executive for a completed fiscal year or other measuring period preceding the Termination Date under any such plan and which, as of the Termination Date, is contingent only upon the continued employment of the Executive to a subsequent date, and (y) the product of the Highest Bonus and a fraction, the numerator of which is the number of days in the form attached hereto as Annex C.fiscal year in which the Termination Date occurs prior to the Termination Date and the denominator of which is 365. (b4) Notwithstanding the terms or conditions of any awards relating to a grant of restricted shares, all restricted shares which are not vested as of the Termination Date shall become fully vested. (5) The Company shall provide the Executive with outplacement services suitable to the Executive's position for a period of three years or, if earlier, until the first acceptance by the Executive of an offer of employment. (2) 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, except as expressly provided in the last sentence of Section 4(a)(ii). (3) 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 the prime rate in effect at the First National Bank of interest equal to the so- called composite "prime rate" as quoted from time to time during the relevant period in the Eastern Edition of The Wall Street JournalChicago. 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. (c4) Following Notwithstanding any other provision hereof, the parties' respective rights and obligations under this Section 4 and under Sections 6 and 7 will survive any termination or expiration of this Agreement following a Change in Control or the termination of the Executive's employment described in Section 4(a), the Company will pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation that has been allocated or awarded to the Executive for any performance period ending prior to the Termination Date, payment of which is contingent on the continuing performance of services by the Executive plus (ii) the value of any annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for the performance period that includes the Termination Date, disregarding any applicable vesting requirements; provided that amount described in clause (ii) of this Section 4(c) will be calculated at the plan target or payout rate, but prorated to base payment only on the portion of the Executive's service that had elapsed during the applicable performance period. Such payment will take into account service rendered through the payment date and will be made at the earlier of (x) the date prescribed for payment pursuant to the applicable plan, program or agreement, and (y) within ten business days after the Termination Date. (d) Notwithstanding any provision to the contrary in any applicable plan, program or agreement, upon the occurrence of a Change in Control, all stock options and other equity incentive awards held by the Executive will become fully vested and/or exercisable, as the case may be, on the date on which the Change in Control occurs, and all stock options held by the Executive will remain exercisable for a period beginning on the day immediately following the Executive's Termination Date equal to the Cash Severance Period plus 90 days or, if earlier, until the expiration date of the options. (e) Notwithstanding any other provision of this Agreement to the contrary, in the event that the consummation of a transaction that would constitute a Change in Control is contingent upon the transaction's qualifying for pooling of interests accounting under Accounting Principles Board Opinion No. 16 or any successor thereto, the Board may take the minimum action necessary to qualify the transaction for pooling of interests accounting treatment, but only if the transaction would qualify for such treatment in the absence of this Agreementreason whatsoever.

Severance Compensation. (a) If, following the occurrence of a Change in Control, the Company or Subsidiary an Affiliate of the Company terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates his employment pursuant to Section 3(b), the Company will pay to the Executive the amounts described in Annex A within ten five business days after the Termination Date and will continue to provide to the Executive the benefits described on Annex A for the periods described therein, provided the Executive executes a release in the form attached hereto as Annex C.. (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 so- so-called composite "prime rate" as quoted from time to time during the relevant period in the Eastern Midwest Edition of The Wall Street Journal, plus 4%. 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. (c) Following a Notwithstanding any provision of this Agreement to the contrary, the parties' respective rights and obligations under this Section 4 and under Sections 5, 7, 8 and 9 will survive any termination or expiration of this Agreement or the termination of the Executive's employment described following a Change in Section 4(a)Control for any reason whatsoever. (d) Unless otherwise expressly provided by the applicable plan, program or agreement, after the occurrence of a Change in Control, the Company will shall pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation that has been allocated or awarded to the Executive for any performance period ending prior to the Termination Date, payment of which is contingent on the continuing performance of services by the Executive plus (ii) the value of any annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for or accrued with respect to the Executive's service during the performance period or periods that includes the Termination Datedate on which the Change in Control occurred, disregarding any applicable vesting requirements; provided that such amount described in clause (ii) of this Section 4(c) will shall be calculated at the plan target or payout rate, but prorated to base payment only on the portion of the Executive's service that had elapsed during the applicable performance period. Such payment will shall take into account service rendered through the payment date and will shall be made at the earlier of (xi) the date prescribed for payment pursuant to the applicable plan, program or agreement, and or (yii) within ten five business days after the Termination Date. (de) Notwithstanding any provision to the contrary in any applicable plan, program or agreement, upon the occurrence of a Change in Control, all stock options and other equity incentive awards held by the Executive will shall become fully vested and/or exercisable, as the case may be, on the date on which the Change in Control occurs, and all stock options held by the Executive will remain exercisable for a period beginning on the day immediately following the Executive's Termination Date equal to the Cash Severance Period plus 90 days or, if earlier, until the expiration date of the optionsshall become fully exercisable. (e) Notwithstanding any other provision of this Agreement to the contrary, in the event that the consummation of a transaction that would constitute a Change in Control is contingent upon the transaction's qualifying for pooling of interests accounting under Accounting Principles Board Opinion No. 16 or any successor thereto, the Board may take the minimum action necessary to qualify the transaction for pooling of interests accounting treatment, but only if the transaction would qualify for such treatment in the absence of this Agreement.

Severance Compensation. (a) If, following the occurrence of a Change in Control, the Company or Subsidiary terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii3(a), or if the Executive terminates his Executive's employment pursuant to Section 3(b), the Company will pay to the Executive the following amounts described in Annex A within ten business days after the date (the "Termination Date Date") that the Executive's employment is terminated (the effective date of which shall be the date of termination, or such other date that may be specified by the Executive if the termination is pursuant to Section 3(b)) and will continue to provide to the Executive the following benefits: (i) a lump sum cash payment (the "Severance Payment") in an amount equal to three times the sum of (A) Base Pay, plus (B) the greater of (x) the average actual bonus earned by the Executive pursuant to any annual bonus or incentive plan maintained by the Company in respect of the three fiscal years ending immediately prior to the fiscal year in which occurs such Change in Control (or, such lesser number of years during which the Executive was employed by the Company and annualized in the case of any such bonus paid in respect of a portion of a fiscal year) and (y) the Targeted Bonus (determined in accordance with Section 1(j) (the greater of (x) and (y) being hereinafter referred to as the "Highest Bonus"); (ii) for 36 months following the Termination Date (the "Continuation Period"), 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) no less favorable than those which the Executive was receiving or entitled to receive immediately prior to the Termination Date, including benefits provided under the Company's Executive Protection Plan. If and to the extent that any benefit described on Annex A in this Section 4(a)(ii) is not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or any Subsidiary, as the case may be, then the Company will itself pay or provide for the periods described thereinpayment to the Executive, provided or Executive's dependents and beneficiaries, of such Employee Benefits. Without otherwise limiting the purpose or effect of Section 5, Employee Benefits otherwise receivable by the Executive executes pursuant to this Section 4(a)(ii) will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period. (iii) Notwithstanding any provision of any annual or long-term incentive plan to the contrary, the Company shall pay to the Executive a release lump sum amount, in cash, equal to the sum of (x) any unpaid incentive compensation which has been allocated or awarded to the Executive for a completed fiscal year or other measuring period preceding the Termination Date under any such plan and which, as of the Termination Date, is contingent only upon the continued employ- ment of the Executive to a subsequent date, and (y) the product of the Highest Bonus and a fraction, the numerator of which is the number of days in the form attached hereto fiscal year in which the Termination Date occurs prior to the Termination Date and the denominator of which is 365. (iv) Notwithstanding the terms or conditions of any awards relating to a grant of restricted shares, all restricted shares which are not vested as Annex C.of the Termination Date shall become fully vested. (v) The Company shall provide the Executive with outplacement services suitable to the Executive's position for a period of three years or, if earlier, until the first acceptance by the Executive of an offer of employment. (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, except as expressly provided in the last sentence of Section 4(a)(ii). (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 hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized the prime rate in effect at the First National Bank of interest equal to the so- called composite "prime rate" as quoted from time to time during the relevant period in the Eastern Edition of The Wall Street JournalChicago. 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. (cd) Following Notwithstanding any other provision hereof, the parties' respective rights and obligations under this Section 4 and under Sections 6 and 7 will survive any termination or expiration of this Agreement following a Change in Control or the termination of the Executive's employment described in Section 4(a), the Company will pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation that has been allocated or awarded to the Executive for any performance period ending prior to the Termination Date, payment of which is contingent on the continuing performance of services by the Executive plus (ii) the value of any annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for the performance period that includes the Termination Date, disregarding any applicable vesting requirements; provided that amount described in clause (ii) of this Section 4(c) will be calculated at the plan target or payout rate, but prorated to base payment only on the portion of the Executive's service that had elapsed during the applicable performance period. Such payment will take into account service rendered through the payment date and will be made at the earlier of (x) the date prescribed for payment pursuant to the applicable plan, program or agreement, and (y) within ten business days after the Termination Date. (d) Notwithstanding any provision to the contrary in any applicable plan, program or agreement, upon the occurrence of a Change in Control, all stock options and other equity incentive awards held by the Executive will become fully vested and/or exercisable, as the case may be, on the date on which the Change in Control occurs, and all stock options held by the Executive will remain exercisable for a period beginning on the day immediately following the Executive's Termination Date equal to the Cash Severance Period plus 90 days or, if earlier, until the expiration date of the options. (e) Notwithstanding any other provision of this Agreement to the contrary, in the event that the consummation of a transaction that would constitute a Change in Control is contingent upon the transaction's qualifying for pooling of interests accounting under Accounting Principles Board Opinion No. 16 or any successor thereto, the Board may take the minimum action necessary to qualify the transaction for pooling of interests accounting treatment, but only if the transaction would qualify for such treatment in the absence of this Agreementreason whatsoever.

Severance Compensation. (a) If, following the occurrence of a Change in Control, the Company or Subsidiary terminates the Executive's ’s employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii3 (a), or if the Executive terminates his employment pursuant to Section 3(b3 (b), the Company will pay to the Executive the following amounts described in Annex A within ten five business days after the date (the “Termination Date Date”) that the Executive’s employment is terminated (the effective date of which shall be the date of termination, or such other date that may be specified by the Executive if the termination is pursuant to Section 3 (b) ) and will continue to provide to the Executive the benefits described following benefits: (i) A lump slim payment (the “Severance Payment”) in an amount equal to the multiple set forth under Column I on Annex A hereto times the sum of (A) Base Pay (at the highest rate in effect for any period prior to the Termination Date), plus (B) Incentive Pay (determined in accordance with the standards set forth in Section 1 (f)). (ii) (A) for the periods described thereinnumber of months set forth under Column II on Annex A hereto (the “Continuation Period”) following the Termination Date, provided the Company will arrange to provide the Executive executes a release 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 receiving or entitled to receive immediately prior to the Termination Date, and (B) such Continuation Period will be considered service with the Company for the purpose of determining vesting and benefits accrued and payable to the Executive under the Company’s retirement income, supplemental executive retirement and other benefit plans of the Company applicable to the Executive, his dependents or his beneficiaries immediately prior to the Termination Date. If and to the extent that any benefit described in subsections (A) and (B) of this Section 4 (a) (ii) is not or cannot be paid or provided under any policy, plan, program or arrangement of the form attached hereto Company or any Subsidiary, as Annex C.the case may be, then the Company will itself pay or provide for the payment to the Executive, his dependents and beneficiaries, of such Employee Benefits. Without otherwise limiting the purposes or effect of Section 5, Employee Benefits otherwise receivable by the Executive pursuant to the subsection (A) of this Section 4 (a) (ii) will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period following the Executive’s Termination Date. (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, except as expressly provided in the last sentence of Section 4 (a) (ii). (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 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 so- so-called composite "“prime rate" ” as quoted from time to time during the relevant period in the Eastern 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. (c) Following a termination of the Executive's employment described in Section 4(a), the Company will pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation that has been allocated or awarded to the Executive for any performance period ending prior to the Termination Date, payment of which is contingent on the continuing performance of services by the Executive plus (ii) the value of any annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for the performance period that includes the Termination Date, disregarding any applicable vesting requirements; provided that amount described in clause (ii) of this Section 4(c) will be calculated at the plan target or payout rate, but prorated to base payment only on the portion of the Executive's service that had elapsed during the applicable performance period. Such payment will take into account service rendered through the payment date and will be made at the earlier of (x) the date prescribed for payment pursuant to the applicable plan, program or agreement, and (y) within ten business days after the Termination Date. (d) Notwithstanding any provision to the contrary in any applicable plan, program or agreement, upon the occurrence of a Change in Control, all stock options and other equity incentive awards held by the Executive will become fully vested and/or exercisable, as the case may be, on the date on which the Change in Control occurs, and all stock options held by the Executive will remain exercisable for a period beginning on the day immediately following the Executive's Termination Date equal to the Cash Severance Period plus 90 days or, if earlier, until the expiration date of the options. (e) Notwithstanding any other provision hereof, the parties’ respective Rights and obligations under this Section 4 and under Section 7 will survive any termination or expiration of this Agreement to the contrary, in the event that the consummation of a transaction that would constitute following a Change in Control is contingent upon or the transaction's qualifying termination of the Executive’s employment following a Change in Control for pooling of interests accounting under Accounting Principles Board Opinion No. 16 or any successor thereto, the Board may take the minimum action necessary to qualify the transaction for pooling of interests accounting treatment, but only if the transaction would qualify for such treatment in the absence of this Agreementreason whatsoever.

Severance Compensation. (a) If, following the occurrence of a Change in Control, the Company or Subsidiary terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates his employment pursuant to Section 3(b), provided that the Executive executes a release substantially in the form rendered by senior executives of the Company prior to the Change in Control. The Company will pay to the Executive the amounts described in Annex A within ten five business days after the Termination Date and will continue to provide to the Executive the benefits described on Annex A for the periods described therein, provided the Executive executes a release in the form attached hereto as Annex C.. (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 so- called composite "prime rate" as quoted set forth from time to time during the relevant period in the Eastern Edition of The Wall Street JournalJournal "Money Rates" column, plus 2%. 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. (c) Following Unless otherwise expressly provided by the applicable annual incentive compensation plan or program, after the occurrence of a termination of the Executive's employment described Change in Section 4(a)Control, the Company will pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation that has been allocated or awarded to the Executive for any performance period ending prior to the Termination Date, payment of which is contingent on the continuing performance of services by the Executive plus (ii) the value of any the Executive's annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for the performance period that includes the Termination Datedate on which the Change in Control occurred, disregarding any applicable vesting requirements; provided that such amount described in clause (ii) of this Section 4(c) will be calculated at equal to the product of the target award percentage under the applicable annual incentive plan or program in effect immediately prior to the Change in Control or, if the applicable Incentive Pay plan or program does not specify such percentage, the target or payout ratepercentage that would be applicable immediately prior to the Change in Control based upon the Executive's salary grade, job classification and title, in either event, multiplied by Base Pay, but prorated to base payment only on the portion of the Executive's service that had elapsed during the applicable performance periodperiod through the Change in Control. Such payment will take into account service rendered through the payment date and will be made at the earlier of (x) the date prescribed for payment pursuant to the applicable plan, program or agreement, and (y) within ten five business days after the Termination Date. (d) Notwithstanding any provision to the contrary in any applicable plan, program or agreement, upon the occurrence of a Change in Control, all stock options and other equity incentive awards held by the Executive will become fully vested and/or exercisable, as the case may be, on the date on which the Change in Control occurs, and all stock options held by the Executive will remain exercisable for a period beginning on the day immediately following the Executive's Termination Date equal to the Cash Severance Period plus 90 days or, if earlier, until the expiration date of the options. (e) Notwithstanding any other provision of this Agreement to the contrary, in the event that the consummation of a transaction that would constitute a Change in Control is contingent upon the transaction's qualifying for pooling of interests accounting under Accounting Principles Board Opinion No. 16 or any successor thereto, the Board may take the minimum action necessary to qualify the transaction for pooling of interests accounting treatment, but only if the transaction would qualify for such treatment in the absence of this Agreement.

Severance Compensation. (a) If, following the occurrence of a Change in Control, the Company or Subsidiary terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates his employment pursuant to Section 3(b) or Section 3(c), the Company will pay to the Executive the amounts described in Annex A within ten five business days after the Termination Date date on which the Executive's employment is terminated (the effective date of which shall be the date of termination, or such other date that may be specified by the Executive if the termination is pursuant to Section 3(b) or Section 3(c)) (the "TERMINATION DATE") and will continue to provide to the Executive the benefits described on Annex A for the periods described therein, provided the Executive executes a release in the form attached hereto as Annex C.. (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 so- so-called composite "prime rate" as quoted from time to time during the relevant period in the Eastern Midwest Edition of The Wall Street JournalTHE WALL STREET JOURNAL, plus 1.0%. 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. (c) Following a Notwithstanding any provision of this Agreement to the contrary, the parties' respective rights and obligations under this Section 4 and under Sections 5, 7, 8 and the last sentence of Section 9 will survive any termination or expiration of this Agreement or the termination of the Executive's employment described following a Change in Section 4(a)Control for any reason whatsoever. (d) Unless otherwise expressly provided by the applicable plan, program or agreement, after the occurrence of a Change in Control, the Company will shall pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation that has been allocated or awarded to the Executive for any performance period ending prior to the Termination Date, payment of which is contingent on the continuing performance of services by the Executive plus (ii) the value of any annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for or accrued with respect to the Executive's service during the performance period or periods that includes the Termination Datedate on which the Change in Control occurred, disregarding any applicable vesting requirements; provided that such amount described in clause (ii) of this Section 4(c) will shall be calculated at the plan target or payout rate, but prorated to base payment only on the portion of the Executive's service that had elapsed during the applicable performance period. Such payment will shall take into account service rendered through the payment date and will shall be made at the earlier of (xi) the date prescribed for payment pursuant to the applicable plan, program or agreement, agreement and (yii) within ten five business days after the Termination Date. (de) Notwithstanding any provision Upon the occurrence of a Change of Control, the stock option granted to Executive pursuant to the contrary in any applicable planStock Option Agreement dated December 18, program or agreement2000 shall become fully vested and exercisable. In addition, upon the occurrence of a Change in of Control, all stock options and other equity incentive awards held by the Executive will pursuant to any other plan, program or agreement shall become fully vested and/or and exercisable, as unless otherwise provided under or precluded by such plan, program or agreement. Executive shall exercise such equity incentive awards in accordance with the case may beapplicable plan, on the date on which the Change in Control occurs, and all stock options held by the Executive will remain exercisable for a period beginning on the day immediately following the Executive's Termination Date equal to the Cash Severance Period plus 90 days or, if earlier, until the expiration date of the optionsprogram or agreement. (e) Notwithstanding any other provision of this Agreement to the contrary, in the event that the consummation of a transaction that would constitute a Change in Control is contingent upon the transaction's qualifying for pooling of interests accounting under Accounting Principles Board Opinion No. 16 or any successor thereto, the Board may take the minimum action necessary to qualify the transaction for pooling of interests accounting treatment, but only if the transaction would qualify for such treatment in the absence of this Agreement.

Severance Compensation. (a) If, following the occurrence of a Change in Control, the Company or Subsidiary terminates the Executive's ’s employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) } or 3(a)(iii), or if the Executive terminates his Executive’s employment pursuant to Section 3(b) (any such termination, a “Triggering Termination”), then, provided that such Triggering Termination constitutes a “separation from service” as defined in Section 409A, the Company will pay to the Executive the amounts described in Annex A within ten fifteen business days after the Termination Date and will continue to provide (subject to the Executive the benefits described on Annex A for the periods described therein, provided the Executive executes a release in the form attached hereto as Annex C.provisions of subsection (d) of this Section). (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 so- called composite "“prime rate" ” as quoted set forth from time to time during the relevant period in the Eastern Edition of The Wall Street JournalJournal “Money Rates” column, plus 200 basis points, compounded monthly, or, if less, the maximum rate legally a11owed. 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. (c) Following Unless otherwise expressly provided by the applicable plan, program or agreement, after the occurrence of a termination of the Executive's employment described Change in Section 4(a)Control, the Company will pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation Incentive Pay that has been earned, accrued, allocated or awarded to the Executive for any performance period ending that by its terms as in effect prior to the a Triggering Termination Datehas been completed (any such period, a “Completed Performance Period”) (regardless of whether payment of which is such compensation would otherwise be contingent on the continuing performance of services by the Executive plus Executive) and (ii) the value Pro Rata Portion of the Incentive Pay Target in effect for any annual bonus or long-term incentive pay subsequent performance period. For this purpose, “Pro Rata Portion” means (including, without limitation, incentive-based annual cash bonuses x) the number of days from and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for the performance period that includes first day immediately following the last day of the immediately preceding Completed Performance Period to and including the Termination Date, disregarding any applicable vesting requirements; provided that amount described divided by (y) the total number of days in clause (ii) of this Section 4(c) will be calculated at the plan target or payout rate, but prorated to base payment only on the portion of the Executive's service that had elapsed during the applicable such subsequent performance period. Such payment will take into account service rendered through the payment date and payments will be made at the earlier of (x) the date prescribed for payment pursuant to the applicable plan, program or agreement, agreement and (y) within ten five business days after the Termination Date, and will be payable and calculated disregarding any otherwise applicable vesting requirements. (d) Notwithstanding any provision To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the contrary in any applicable plan, program or agreement, upon the occurrence of a Change in Control, all stock options and other equity incentive awards held by the Executive will become fully vested and/or exercisable, as the case may be, on the date on which the Change in Control occurs, and all stock options held by the Executive will remain exercisable for a six month period beginning on the day immediately following the Executive's Termination Date equal to ’s termination of employment shall instead be paid on the Cash Severance Period plus 90 days orfirst business day after the date that is six months following the Executive’s termination of employment (or upon the Executive’s death, if earlier). In addition, until the expiration date of the options. (e) Notwithstanding any other provision of this Agreement to the contrary, in the event that the consummation of a transaction that would constitute a Change in Control is contingent upon the transaction's qualifying for pooling of interests accounting under Accounting Principles Board Opinion No. 16 or any successor thereto, the Board may take the minimum action necessary to qualify the transaction for pooling of interests accounting treatment, but only if the transaction would qualify for such treatment in the absence purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A, and any payments described in Annex A that are due within the “short-term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise.

Severance Compensation. (a) If, following the occurrence of a Change in Control, If the Company or Subsidiary terminates shall terminate the ExecutiveEmployee's employment during the Severance Limited Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii)a Company Termination Event, or if the Executive terminates Employee shall voluntarily terminate his employment during the Limited Period pursuant to Section 3(b)an Employee Termination Event, then the Company will shall pay as severance compensation to the Executive the amounts described in Annex A within ten business days after the Termination Date and will continue to provide to the Executive the benefits described on Annex A for the periods described therein, provided the Executive executes Employee a release lump sum cash payment in the form attached hereto as Annex C.amount of the Severance Amount. (b) Without limiting the rights of the Executive at law or Notwithstanding anything contained 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 so- called composite "prime rate" as quoted from time to time during the relevant period in the Eastern 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. (c) Following a termination of the Executive's employment described in Section 4(a), the Company will pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation that has been allocated or awarded to the Executive for any performance period ending prior to the Termination Date, payment of which is contingent on the continuing performance of services by the Executive plus (ii) the value of any annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for the performance period that includes the Termination Date, disregarding any applicable vesting requirements; provided that amount described in clause (ii) of this Section 4(c) will be calculated at the plan target or payout rate, but prorated to base payment only on the portion of the Executive's service that had elapsed during the applicable performance period. Such payment will take into account service rendered through the payment date and will be made at the earlier of (x) the date prescribed for payment pursuant to the applicable plan, program or agreement, and (y) within ten business days after the Termination Date. (d) Notwithstanding any provision to the contrary in any applicable plan, program or agreement, upon the occurrence of a Change in Control, all stock options and other equity incentive awards held by the Executive will become fully vested and/or exercisable, as the case may be, on the date on which the Change in Control occurs, and all stock options held by the Executive will remain exercisable for a period beginning on the day immediately following the Executive's Termination Date equal to the Cash Severance Period plus 90 days or, if earlier, until the expiration date of the options. (e) Notwithstanding any other provision of this Agreement to the contrary, in the event that the consummation of a transaction that would constitute a Change in Control is contingent upon Control, the transaction's qualifying Employee may terminate his employment with the Company for pooling any reason, or without reason, during the 30-day period immediately following the first anniversary of interests accounting under Accounting Principles Board Opinion Nothe first occurrence of a Change in Control, with the right to severance compensation and other benefits as provided in Section 3 hereof. 16 If the Employee shall so terminate his employment during such 30- day period, then the Company shall pay as severance compensation to the Employee a lump sum cash payment in the amount of the Severance Amount. (c) The payment of the Severance Amount required by this Section 3.1 and any Gross-Up Payment initially determined to be required by Section 3.5 shall, subject to execution and delivery by the Employee of the Release described in Section 6 hereof, and the expiration of all applicable rights of the Employee to revoke the Release or any successor theretoprovision thereof, be made to the Employee within 30 calendar days after the Termination Date. Upon receipt of the Severance Amount and because the Severance Amount includes a supplemental pension benefit that the parties intend to be paid pursuant to this Agreement in lieu of any benefits to which the Employee is entitled under the Excess Agreement and the Supplemental Plan, the Board may take Employee hereby retroactively waives, upon his receipt of the minimum action necessary Severance Amount, participation in any non-qualified pension plan of, or benefits under any employee excess benefits agreement with, the Company providing for benefits in excess of those permitted by the Code to qualify be paid under the transaction Retirement Plan, and which measures service and compensation under such plan or agreement as a basis for pooling of interests accounting treatmentbenefits, but only if including, without limitation, the transaction would qualify for such treatment in Excess Agreement and the absence of this AgreementSupplemental Plan.

Severance Compensation. (a) If, following the occurrence of a Change in Control, the Company or Subsidiary terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates his employment pursuant to Section 3(b), the Company will pay to the Executive Executive* the amounts described in Annex A within ten business days after the Termination Date and will continue to provide to the Executive the benefits described on Annex A for the periods described therein, provided the Executive executes a release in the form attached hereto as Annex C.C.*as per the agreement with MADIAN S.A. (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 so- called composite "prime rate" as quoted from time to time during the relevant period in the Eastern 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. (c) Following a termination of the Executive's employment described in Section 4(a), the Company will pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation that has been allocated or awarded to the Executive for any performance period ending prior to the Termination Date, payment of which is contingent on the continuing performance of services by the Executive plus (ii) the value of any annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for the performance period that includes the Termination Date, disregarding any applicable vesting requirements; provided that amount described in clause (ii) of this Section 4(c) will be calculated at the plan target or payout rate, but prorated to base payment only on the portion of the Executive's service that had elapsed during the applicable performance period. Such payment will take into account service rendered through the payment date and will be made at the earlier of (x) the date prescribed for payment pursuant to the applicable plan, program or agreement, and (y) within ten business days after the Termination Date. (d) Notwithstanding any provision to the contrary in any applicable plan, program or agreement, upon the occurrence of a Change in Control, all stock options and other equity incentive awards held by the Executive will become fully vested and/or exercisable, as the case may be, on the date on which the Change in Control occurs, and all stock options held by the Executive will remain exercisable for a period beginning on the day immediately following the Executive's Termination Date equal to the Cash Severance Period plus 90 days or, if earlier, until the expiration date of the options. (e) Notwithstanding any other provision of this Agreement to the contrary, in the event that the consummation of a transaction that would constitute a Change in Control is contingent upon the transaction's qualifying for pooling of interests accounting under Accounting Principles Board Opinion No. 16 or any successor thereto, the Board may take the minimum action necessary to qualify the transaction for pooling of interests accounting treatment, but only if the transaction would qualify for such treatment in the absence of this Agreement.

Severance Compensation. (a) (a) If, following the occurrence of a Change in Control, the Company or Subsidiary terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates his employment pursuant to Section 3(b), the Company will pay to the Executive the amounts described in Annex A within ten business days after the Termination Date Date, or, if later, upon the expiration of the revocation period provided for in Exhibit A, and will continue to provide to the Executive the benefits described on Annex A for the periods described therein, provided the Executive executes a release in the form attached hereto as Annex C.. (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 so- so-called composite "prime rate" as quoted from time to time during the relevant period in the Eastern Midwest Edition of The Wall Street Journal, plus 2%. 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. (c) Following a Notwithstanding any provision of this Agreement to the contrary, the parties' respective rights and obligations under this Section 4 and under Sections 5, 7, 8 and the last sentence of Section 9 and Paragraph (3) of Annex A will survive any termination or expiration of this Agreement or the termination of the Executive's employment described following a Change in Section 4(a)Control for any reason whatsoever. (d) Unless otherwise expressly provided by the applicable policy, plan, program or agreement, after the occurrence of a Change in Control, the Company will shall pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation that has been allocated or awarded to the Executive for any performance period ending prior to the Termination Date, payment of which is contingent on the continuing performance of services by the Executive plus (ii) the value of any annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for or granted with respect to the Executive's service during the performance period or periods that includes the Termination Datedate on which the Change in Control occurred, disregarding any applicable vesting requirements; provided that such amount described in clause (ii) of this Section 4(c) will shall be calculated at the plan target or payout rate, but prorated to base payment only on the portion of the Executive's service that had elapsed during the applicable performance period. Such payment will shall take into account service rendered through the payment date and will shall be made at the earlier of (xi) the date prescribed for payment pursuant to the applicable plan, program or agreement, and (yii) within ten five business days after the Termination Date. (de) Notwithstanding any provision to the contrary in any applicable policy, plan, program or agreement, upon the occurrence of a Change in Control, all stock options and other equity incentive grants and awards held by the Executive will shall become fully vested and/or exercisable, as the case may be, on the date on which the Change in Control occurs, and all stock options held by the Executive will remain exercisable for a period beginning on the day immediately following the Executive's Termination Date equal to the Cash Severance Period plus 90 days or, if earlier, until the expiration date of the optionsshall become fully exercisable. (e) Notwithstanding any other provision of this Agreement to the contrary, in the event that the consummation of a transaction that would constitute a Change in Control is contingent upon the transaction's qualifying for pooling of interests accounting under Accounting Principles Board Opinion No. 16 or any successor thereto, the Board may take the minimum action necessary to qualify the transaction for pooling of interests accounting treatment, but only if the transaction would qualify for such treatment in the absence of this Agreement.

Severance Compensation. (a) If, following the occurrence of a Change in Control, the Company or Subsidiary terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates his employment pursuant to Section 3(b), the Company will pay to the Executive the amounts described in Annex A within ten business days after the Termination Date Date, or, if later, upon the expiration of the revocation period provided for in Exhibit A, and will continue to provide to the Executive the benefits described on Annex A for the periods described therein, provided the Executive executes a release in the form attached hereto as Annex C.. (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 so- so-called composite "prime rate" as quoted from time to time during the relevant period in the Eastern Midwest Edition of The Wall Street Journal, plus 2%. 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. (c) Following a Notwithstanding any provision of this Agreement to the contrary, the parties' respective rights and obligations under this Section 4 and under Sections 5, 7, 8 and the last sentence of Section 9 and Paragraph (3) of Annex A will survive any termination or expiration of this Agreement or the termination of the Executive's employment described following a Change in Section 4(a)Control for any reason whatsoever. (d) Unless otherwise expressly provided by the applicable policy, plan, program or agreement, after the occurrence of a Change in Control, the Company will shall pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation that has been allocated or awarded to the Executive for any performance period ending prior to the Termination Date, payment of which is contingent on the continuing performance of services by the Executive plus (ii) the value of any annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for or granted with respect to the Executive's service during the performance period or periods that includes the Termination Datedate on which the Change in Control occurred, disregarding any applicable vesting requirements; provided that such amount described in clause (ii) of this Section 4(c) will shall be calculated at the plan target or payout rate, but prorated to base payment only on the portion of the Executive's service that had elapsed during the applicable performance period. Such payment will shall take into account service rendered through the payment date and will shall be made at the earlier of (xi) the date prescribed for payment pursuant to the applicable plan, program or agreement, and (yii) within ten five business days after the Termination Date. (de) Notwithstanding any provision to the contrary in any applicable policy, plan, program or agreement, upon the occurrence of a Change in Control, all stock options and other equity incentive grants and awards held by the Executive will shall become fully vested and/or exercisable, as the case may be, on the date on which the Change in Control occurs, and all stock options held by the Executive will remain exercisable for a period beginning on the day immediately following the Executive's Termination Date equal to the Cash Severance Period plus 90 days or, if earlier, until the expiration date of the optionsshall become fully exercisable. (e) Notwithstanding any other provision of this Agreement to the contrary, in the event that the consummation of a transaction that would constitute a Change in Control is contingent upon the transaction's qualifying for pooling of interests accounting under Accounting Principles Board Opinion No. 16 or any successor thereto, the Board may take the minimum action necessary to qualify the transaction for pooling of interests accounting treatment, but only if the transaction would qualify for such treatment in the absence of this Agreement.

Severance Compensation. (a) If, following the occurrence of a Change in Control, the Company or Subsidiary terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii3(a), or if the Executive terminates his Executive's employment pursuant to Section 3(b), the Company will pay to the Executive the following amounts described in Annex A within ten business days after the date (the "Termination Date Date") that the Executive's employment is terminated (the effective date of which shall be the date of termination, or such other date that may be specified by the Executive if the termination is pursuant to Section 3(b)) and will continue to provide to the Executive the following benefits: (i) a lump sum cash payment (the "Severance Payment") in an amount equal to three times the sum of (A) Base Pay, plus (B) the greater of (x) the average actual bonus earned by the Executive pursuant to any annual bonus or incentive plan maintained by the Company in respect of the three fiscal years ending immediately prior to the fiscal year in which occurs such Change in Control (or, such lesser number of years during which the Executive was employed by the Company and annualized in the case of any such bonus paid in respect of a portion of a fiscal year) and (y) the Targeted Bonus (determined in accordance with Section 1(j) (the greater of (x) and (y) being hereinafter referred to as the "Highest Bonus"); (ii) for 36 months following the Termination Date (the "Continuation Period"), 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) no less favorable than those which the Executive was receiving or entitled to receive immediately prior to the Termination Date, including benefits provided under the Company's Executive Protection Plan. If and to the extent that any benefit described on Annex A in this Section 4(a)(ii) is not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or any Subsidiary, as the case may be, then the Company will itself pay or provide for the periods described thereinpayment to the Executive, provided or Executive's dependents and beneficiaries, of such Employee Benefits. Without otherwise limiting the purpose or effect of Section 5, Employee Benefits otherwise receiv- able by the Executive executes pursuant to this Section 4(a)(ii) will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period. (iii) Notwithstanding any provision of any annual or long-term incentive plan to the contrary, the Company shall pay to the Executive a release lump sum amount, in cash, equal to the sum of (x) any unpaid incentive compensation which has been allocated or awarded to the Executive for a completed fiscal year or other measuring period preceding the Termination Date under any such plan and which, as of the Termination Date, is contingent only upon the continued employment of the Executive to a subsequent date, and (y) the product of the Highest Bonus and a fraction, the numerator of which is the number of days in the form attached hereto fiscal year in which the Termination Date occurs prior to the Termination Date and the denominator of which is 365. (iv) Notwithstanding the terms or conditions of any awards relating to a grant of restricted shares, all restricted shares which are not vested as Annex C.of the Termination Date shall become fully vested. (v) The Company shall provide the Executive with outplacement services suitable to the Executive's position for a period of three years or, if earlier, until the first acceptance by the Executive of an offer of employment. (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, except as expressly provided in the last sentence of Section 4(a)(ii). (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 hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized the prime rate in effect at the First National Bank of interest equal to the so- called composite "prime rate" as quoted from time to time during the relevant period in the Eastern Edition of The Wall Street JournalChicago. 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. (cd) Following ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇' ▇▇spective rights and obligations under this Section 4 and under Sections 6 and 7 will survive any termination or expiration of this Agreement following a Change in Control or the termination of the Executive's employment described in Section 4(a), the Company will pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation that has been allocated or awarded to the Executive for any performance period ending prior to the Termination Date, payment of which is contingent on the continuing performance of services by the Executive plus (ii) the value of any annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for the performance period that includes the Termination Date, disregarding any applicable vesting requirements; provided that amount described in clause (ii) of this Section 4(c) will be calculated at the plan target or payout rate, but prorated to base payment only on the portion of the Executive's service that had elapsed during the applicable performance period. Such payment will take into account service rendered through the payment date and will be made at the earlier of (x) the date prescribed for payment pursuant to the applicable plan, program or agreement, and (y) within ten business days after the Termination Date. (d) Notwithstanding any provision to the contrary in any applicable plan, program or agreement, upon the occurrence of a Change in Control, all stock options and other equity incentive awards held by the Executive will become fully vested and/or exercisable, as the case may be, on the date on which the Change in Control occurs, and all stock options held by the Executive will remain exercisable for a period beginning on the day immediately following the Executive's Termination Date equal to the Cash Severance Period plus 90 days or, if earlier, until the expiration date of the options. (e) Notwithstanding any other provision of this Agreement to the contrary, in the event that the consummation of a transaction that would constitute a Change in Control is contingent upon the transaction's qualifying for pooling of interests accounting under Accounting Principles Board Opinion No. 16 or any successor thereto, the Board may take the minimum action necessary to qualify the transaction for pooling of interests accounting treatment, but only if the transaction would qualify for such treatment in the absence of this Agreementreason whatsoever.

Severance Compensation. (a) If, following the occurrence of a Change in Control, the Company or Subsidiary terminates If the Executive's employment during terminates, the Severance Period following severance provisions will apply: (a) If the Executive's employment is terminated by the Company other than pursuant to Section 3(a)(i), 3(a)(ii) for Cause or 3(a)(iii), or if is terminated by the Executive terminates his employment pursuant to Section 3(bfor Good Reason, then for a period of three (3) years commencing on the Executive's termination date ("Payment Term"), the Company will shall: (i) pay to the Executive within thirty (30) days following his termination of employment a single sum payment equal to three (3) times his annual Base Salary in effect on the amounts described date of such termination of employment (or if such annual Base Salary has decreased during the one year period ending on the date of the Executive's termination of employment, at the highest rate in Annex A within ten business days after the Termination Date and will continue to provide effect during such period); (ii) pay to the Executive within thirty (30) days following his termination of employment a single sum payment equal to three (3) times his Annual Bonus at the highest rate in effect during the prior three year period, plus the sum of any Annual Bonus earned but unpaid at the date of such termination of employment; (iii) continue in effect the medical and dental coverage, long and short-term disability protection, and any life insurance protection (including life and long-term disability insurance protection under policies obtained by the Executive), being provided to the Executive immediately prior to the Executive's termination of employment, or if any of such benefits described have decreased during the one year period ending on Annex A the Executive's termination of employment, at the highest level in effect during such one year period; (iv) continue to pay the automobile allowances, the personal financial planning allowance, the club dues and the compensation gross-up as provided in Subsections 5(e), (g), (i) and (q) hereof; and (v) pay for executive outplacement services for the periods described thereinExecutive from a nationally recognized executive outplacement firm at the level provided for the most senior executives, provided that such outplacement services will be provided for a one year period commencing on the Executive executes a release in date of termination of employment regardless of the form attached hereto as Annex C.Payment Term. (b) Without limiting If the rights Executive's employment with the Company is terminated by reason of the Executive's death or Disability during the Employment Term, the Executive at law or his surviving spouse shall be entitled to receive (i) the Base Salary and Annual Bonus accrued and unpaid to the date of death or Disability, (ii) any amounts payable under any employee benefit plan of the Company in equityaccordance with the terms of such plan, and (iii) if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basisExecutive and/or his surviving spouse and dependents properly elect continued medical coverage in accordance with Code Section 4980B ("COBRA"), the Company will shall 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 Eastern 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 entire cost of the date premiums for such continued medical coverage for the longer of such change(A) the maximum required period of coverage under Code Section 4980B(f) or (B) thirty-six (36) months. (c) Following a termination of If the Executive's employment described in Section 4(a), hereunder is terminated by the Company for Cause or terminated by the Executive other than for Good Reason, then no further compensation or benefits will pay in cash be provided to the Executive a lump sum amount equal by the Company under this Agreement following the date of such termination of employment other than payment of compensation earned to the sum date of (itermination of employment but not yet paid. As more fully and generally provided in Section 19 hereof, this Subsection 7(c) shall not be interpreted to deny the Executive any unpaid incentive compensation that has been allocated benefits to which he may be entitled under any plan or awarded arrangement of the Company applicable to the Executive for any performance period ending prior to the Termination Date, payment of which is contingent on the continuing performance of services by the Executive plus (ii) the value of any annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for the performance period that includes the Termination Date, disregarding any applicable vesting requirements; provided that amount described in clause (ii) of this Section 4(c) will be calculated at the plan target or payout rate, but prorated to base payment only on the portion of the Executive's service that had elapsed during the applicable performance period. Such payment will take into account service rendered through the payment date and will be made at the earlier of (x) the date prescribed for payment pursuant to the applicable plan, program or agreement, and (y) within ten business days after the Termination Date. (d) Notwithstanding any provision The Company's payments pursuant to this Section 7 that result in additional taxable income to the contrary in any applicable plan, program or agreement, upon the occurrence of Executive shall be increased by a Change in Control, all stock options and other equity incentive awards held by forty percent (40%) tax gross-up payment to the Executive will become fully vested and/or exercisablefor the purposes of covering federal, as the case may be, state and local income taxes on the date on which the Change in Control occurs, and all stock options held by the Executive will remain exercisable for a period beginning on the day immediately following the Executive's Termination Date equal to the Cash Severance Period plus 90 days or, if earlier, until the expiration date amount of the optionssuch payments. (e) Notwithstanding any other provision of anything contained in this Agreement to the contrary, other than Section 19 hereof, if the Executive breaches any of the Executive's obligations under Section 11 or 12 hereof, and such breach is not substantially cured in the event that the consummation of a transaction that would constitute a Change in Control is contingent upon the transaction's qualifying for pooling of interests accounting under Accounting Principles Board Opinion No. 16 or any successor thereto, all material respects within thirty (30) days after the Board may take gives written notice thereof to the minimum action necessary Executive, no further severance payments or other benefits will be payable to qualify the transaction for pooling of interests accounting treatment, but only if the transaction would qualify for such treatment in the absence of Executive under this AgreementSection 7.

Severance Compensation. (a) If, following the occurrence of a Change in Control, the Company or Subsidiary terminates the Executive's ’s employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates his Executive’s employment pursuant to Section 3(b) (any such termination, a “Triggering Termination”), then, provided that such Triggering Termination constitutes a “separation from service” as defined in Section 409A, the Company will pay to the Executive the amounts described in Annex A within ten fifteen business days after the Termination Date and will continue to provide (subject to the Executive the benefits described on Annex A for the periods described therein, provided the Executive executes a release in the form attached hereto as Annex C.provisions of subsection (d) of this Section). (ba) 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 so- called composite "“prime rate" ” as quoted set forth from time to time during the relevant period in the Eastern Edition of The Wall Street JournalJournal “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 of such change. (cb) Following Unless otherwise expressly provided by the applicable plan, program or agreement, after the occurrence of a termination of the Executive's employment described Change in Section 4(a)Control, the Company will pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation Incentive Pay that has been earned, accrued, allocated or awarded to the Executive for any performance period ending that by its terms as in effect prior to the a Triggering Termination Datehas been completed (any such period, a “Completed Performance Period”) (regardless of whether payment of which is such compensation would otherwise be contingent on the continuing performance of services by the Executive plus Executive) and (ii) the value Pro Rata Portion of the Incentive Pay Target in effect for any annual bonus or long-term incentive pay subsequent performance period. For this purpose, “Pro Rata Portion” means (including, without limitation, incentive-based annual cash bonuses x) the number of days from and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for the performance period that includes first day immediately following the last day of the immediately preceding Completed Performance Period to and including the Termination Date, disregarding any applicable vesting requirements; provided that amount described divided by (y) the total number of days in clause (ii) of this Section 4(c) will be calculated at the plan target or payout rate, but prorated to base payment only on the portion of the Executive's service that had elapsed during the applicable such subsequent performance period. Such payment will take into account service rendered through the payment date and payments will be made at the earlier of (x) the date prescribed for payment pursuant to the applicable plan, program or agreement, agreement and (y) within ten five business days after the Termination Date, and will be payable and calculated disregarding any otherwise applicable vesting requirements. (dc) Notwithstanding any provision To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the contrary in any applicable plan, program or agreement, upon the occurrence of a Change in Control, all stock options and other equity incentive awards held by the Executive will become fully vested and/or exercisable, as the case may be, on the date on which the Change in Control occurs, and all stock options held by the Executive will remain exercisable for a six-month period beginning on the day immediately following the Executive's Termination Date equal to ’s termination of employment shall instead be paid on the Cash Severance Period plus 90 days orfirst business day after the date that is six months following the Executive’s termination of employment (or upon the Executive’s death, if earlier). In addition, until the expiration date of the options. (e) Notwithstanding any other provision of this Agreement to the contrary, in the event that the consummation of a transaction that would constitute a Change in Control is contingent upon the transaction's qualifying for pooling of interests accounting under Accounting Principles Board Opinion No. 16 or any successor thereto, the Board may take the minimum action necessary to qualify the transaction for pooling of interests accounting treatment, but only if the transaction would qualify for such treatment in the absence purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A, and any payments described in Annex A that are due within the “short-term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise.

Severance Compensation. The Company may terminate Executive’s employment by providing written notice of the termination date pursuant to Section 11(f), subject to any additional notice requirements for a termination for “Cause” set forth in Section 11(c). (a) If, following the occurrence Upon termination of a Change in Control, the Company or Subsidiary terminates the Executive's ’s employment during the Severance Period Initial Term as the result of a termination by the Company for a reason other than pursuant Executive’s death, Disability or Cause, or a resignation by Executive for Good Reason, and with respect to Section 3(a)(iclauses (i), 3(a)(ii(ii) or 3(a)(iiiand (v) subject to Executive’s satisfying the Release conditions described in Section 6(e), Executive shall be entitled to receive and the Company will pay Executive (i) Base Salary through the Anniversary Date; (ii) the 2019/2020 bonus; (iii) reimbursement of reasonable expenses paid or if incurred by Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date; (iv) any accrued but unused vacation time through the termination date in accordance with Company policy; and (v) an amount equal to Executive’s Base Salary as of the date of termination (the “Separation Payment”). (b) Upon termination of Executive’s employment during a Subsequent Term as the result of a termination by the Company for a reason other than Executive’s death, Disability or Cause, or a resignation by Executive terminates for Good Reason, and with respect to clause (iv) and the Pro Rata Bonus subject to Executive’s satisfying the Release conditions described in Section 6(e), Executive shall be entitled to receive and the Company will pay Executive (i) Base Salary earned through the termination date; (ii) reimbursement of reasonable expenses paid or incurred by Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date, (iii) any accrued but unused vacation time through the termination date in accordance with Company policy, and (iv) the Separation Payment, and Executive will be eligible to be paid a Pro Rata Bonus for such year. (c) If Executive’s employment pursuant is terminated within twenty four (24) months after his relocation to the Atlanta, Georgia area as the result of a termination by the Company for a reason other than Executive’s death, Disability or Cause, or a resignation by Executive for Good Reason, and subject to Executive’s satisfying the Release conditions described in Section 3(b6(e), then in addition to the Separation Payment, Executive will be paid the gross amount of $10,000 on the Company’s first payroll date following the Release Effective Date (as defined below). (d) If Executive’s employment is terminated within twelve (12) months after a Change of Control as the result of a termination by the Company for a reason other than Executive’s death, Disability or Cause, or a resignation by Executive for Good Reason, and subject to Executive’s satisfying the Release conditions described in Section 6(e), then all of Executive’s granted but unvested options, stock or stock units will immediately vest on the Release Effective Date. (e) Subject to the condition that Executive executes an agreement releasing the Company and its affiliates from any liability associated with Executive’s employment with the Company in form and terms satisfactory to the Company (the “Release”) and that all time periods imposed by law permitting cancellation or revocation of the Release by Executive shall have passed or expired (the “Release Effective Date”), the Company will pay Executive any amount owed pursuant to Section 6(c), and for a qualifying termination that occurs (i) during the Executive Initial Term, the amounts described set forth in Annex A clause 6(a)(i) and (v) on the Company’s regular payroll dates starting on the first payroll date following the Release Effective Date (and the payment on such first payroll date will include all payments that were not paid between the last day of employment and such first payroll date), and the 2019/2020 Bonus within ten business thirty (30) days after the Termination Date and will continue to provide to Release Effective Date, or (ii) during any Subsequent Term, the Executive Separation Payment in substantially equal installments over the benefits described on Annex A for the periods described therein, provided the Executive executes a release in the form attached hereto as Annex C. (b) Without limiting the rights course of the Executive at law or twelve (12) months following the Release Effective Date (the “Separation Period”) in equityaccordance with the customary payroll practices of the Company, and any Pro Rata Bonus will be paid within thirty (30) days after the Release Effective Date,. Notwithstanding the foregoing, 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 so- called composite "prime rate" as quoted from time to time Release could become effective during the relevant period in calendar year following the Eastern 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 calendar year of the date of termination, then no such changepayments that constitute “deferred compensation” under Internal Revenue Code Section 409A shall be made earlier than the first day of the calendar year following the calendar year of the date of termination. (c) Following a termination of the Executive's employment described in Section 4(a), the Company will pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation that has been allocated or awarded to the Executive for any performance period ending prior to the Termination Date, payment of which is contingent on the continuing performance of services by the Executive plus (ii) the value of any annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for the performance period that includes the Termination Date, disregarding any applicable vesting requirements; provided that amount described in clause (ii) of this Section 4(c) will be calculated at the plan target or payout rate, but prorated to base payment only on the portion of the Executive's service that had elapsed during the applicable performance period. Such payment will take into account service rendered through the payment date and will be made at the earlier of (x) the date prescribed for payment pursuant to the applicable plan, program or agreement, and (y) within ten business days after the Termination Date. (df) Notwithstanding any provision to the contrary in any applicable plan, program or agreement, upon the occurrence of a Change in Control, all stock options and other equity incentive awards held by the Executive will become fully vested and/or exercisable, as the case may be, on the date on which the Change in Control occurs, and all stock options held by the Executive will remain exercisable for a period beginning on the day immediately following the Executive's Termination Date equal to the Cash Severance Period plus 90 days or, if earlier, until the expiration date of the options. (e) Notwithstanding any other provision of this Agreement anything herein to the contrary, in the event that compensation and benefits payable to Executive under this Agreement shall be reduced by the consummation amount of a transaction that would constitute a Change in Control is contingent upon any insurance proceeds payable to Executive, as determined by the transaction's qualifying for pooling of interests accounting under Accounting Principles Board Opinion No. 16 or any successor thereto, the Board may take the minimum action necessary to qualify the transaction for pooling of interests accounting treatmentCompany, but only if to the transaction extent that such reduction would qualify for such treatment in not cause adverse tax consequences under Section 409A of the absence of this AgreementCode (as defined below).

Severance Compensation. (a) If, following the occurrence of a Change in Control, the Company or Subsidiary terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates his employment pursuant to Section 3(b) or Section 3(c), the Company will pay to the Executive the amounts described in Annex A within ten business days after the Termination Date Date, or, if later, upon the expiration of the revocation period provided for in Exhibit A, and will continue to provide to the Executive the benefits described on Annex A for the periods described therein, provided the Executive executes a release in the form attached hereto as Annex C.. (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 so- so-called composite "prime rate" as quoted from time to time during the relevant period in the Eastern Midwest Edition of The Wall Street JournalTHE WALL STREET JOURNAL, plus 2%. 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. (c) Following a Notwithstanding any provision of this Agreement to the contrary, the parties' respective rights and obligations under this Section 4 and under Sections 5, 7, 8 and the last sentence of Section 9 and Paragraph (3) of Annex A will survive any termination or expiration of this Agreement or the termination of the Executive's employment described following a Change in Section 4(a)Control for any reason whatsoever. (d) Unless otherwise expressly provided by the applicable policy, plan, program or agreement, after the occurrence of a Change in Control, the Company will shall pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation that has been allocated or awarded to the Executive for any performance period ending prior to the Termination Date, payment of which is contingent on the continuing performance of services by the Executive plus (ii) the value of any annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for or granted with respect to the Executive's service during the performance period or periods that includes the Termination Datedate on which the Change in Control occurred, disregarding any applicable vesting requirements; provided that such amount described in clause (ii) of this Section 4(c) will shall be calculated at the plan target or payout rate, but prorated to base payment only on the portion of the Executive's service that had elapsed during the applicable performance period. Such payment will shall take into account service rendered through the payment date and will shall be made at the earlier of (xi) the date prescribed for payment pursuant to the applicable plan, program or agreement, and (yii) within ten five business days after the Termination Date. (de) Notwithstanding any provision to the contrary in any applicable policy, plan, program or agreement, upon the occurrence of a Change in Control, all stock options and other equity incentive grants and awards held by the Executive will shall become fully vested and/or exercisable, as the case may be, on the date on which the Change in Control occurs, and all stock options held by the Executive will remain exercisable for a period beginning on the day immediately following the Executive's Termination Date equal to the Cash Severance Period plus 90 days or, if earlier, until the expiration date of the optionsshall become fully exercisable. (e) Notwithstanding any other provision of this Agreement to the contrary, in the event that the consummation of a transaction that would constitute a Change in Control is contingent upon the transaction's qualifying for pooling of interests accounting under Accounting Principles Board Opinion No. 16 or any successor thereto, the Board may take the minimum action necessary to qualify the transaction for pooling of interests accounting treatment, but only if the transaction would qualify for such treatment in the absence of this Agreement.

Severance Compensation. (a) If, following the occurrence of a Change in Control, the Executive’s employment is terminated by the Company or Subsidiary terminates the Executive's employment during the Severance Period other than pursuant to Section Sections 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates his employment pursuant to Section 3(b), the Company will pay to the Executive (or other Person as appropriate) as severance benefits the appropriate amounts described in on Annex A within ten five business days after the Termination Date and will continue to provide to the Executive the continuing and other benefits described on Annex A for the periods described therein, provided the Executive executes a release in the form attached hereto as Annex C.. (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 so- so-called composite "“prime rate" ” as quoted from time to time during the relevant period in the Eastern Midwest 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. (c) Following If Executive’s employment is terminated by the Company following a termination of Change in Control for any reason other than pursuant to Sections 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive's Executive terminates his employment described pursuant to Section 3(b), notwithstanding anything to the contrary contained in Section 4(a)this Agreement or in the CTS Corporation Management Incentive Plan, the Company will pay in cash to the Executive a lump sum amount equal to (a) the sum of (i) any unpaid Executive’s target incentive compensation that has been allocated or awarded to pay for Executive’s position under the Executive CTS Corporation Management Incentive Plan for any performance period ending prior to the year in which the Termination DateDate occurs, payment of which is contingent and (b) prorated on the continuing performance basis of services by the Executive plus (ii) ratio of the value number of any annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for the performance period that includes the Termination Date, disregarding any applicable vesting requirements; provided that amount described in clause (ii) of this Section 4(c) will be calculated at the plan target or payout rate, but prorated to base payment only on the portion months of the Executive's service that had elapsed ’s participation during the applicable performance period to which the incentive pay related to the aggregate number of months in such performance period. Such payment will take , taking into account service rendered through the payment date and will date. Such payment shall be made at the earlier of (x) the date prescribed for payment pursuant to the applicable plan, program or agreement, and (y) within ten five business days after the Termination Date. (d) Notwithstanding any provision anything to the contrary contained in this Agreement or in any applicable plan, program or agreement, immediately upon the occurrence of a Change in Control, all equity awards (including restricted stock awards, stock options and other equity incentive awards appreciation rights) held by the Executive will become fully vested and/or exercisable, as and any risk of forfeiture and prohibitions or restrictions on transfer pertaining to any restricted shares granted to the case may be, on the date on which the Change in Control occurs, Executive will lapse and all stock options held by the Executive will remain exercisable for a period beginning on the day immediately following the Executive's Termination Date equal to the Cash Severance Period plus 90 days or, if earlier, until the expiration date of the optionsbecome fully exercisable. (e) Notwithstanding any other provision of this Agreement to the contrary, in the event that parties’ respective rights and obligations under this Section 4 and under Sections 5, 7 and 8 will survive any termination or expiration of this Agreement or the consummation termination of a transaction that would constitute the Executive’s employment following a Change in Control is contingent upon the transaction's qualifying for pooling of interests accounting under Accounting Principles Board Opinion No. 16 or any successor thereto, the Board may take the minimum action necessary to qualify the transaction for pooling of interests accounting treatment, but only if the transaction would qualify for such treatment in the absence of this Agreementreason whatsoever.

Severance Compensation. (a) If, following the occurrence of a Change in Control, the Company or Subsidiary terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii3(a), or if the Executive terminates his employment pursuant to Section 3(b) or Section 3(c), the Company will pay to the Executive the amounts described in Annex A within ten five business days after the date on which the Executive's employment is terminated (the effective date of which shall be the date of termination, or such other date that may be specified by the Executive if the termination is pursuant to Section 3(b) or Section 3(c)) (the "Termination Date Date") and will continue to provide to the Executive the benefits described on Annex A for the periods described therein, provided the Executive executes a release in the form attached hereto as Annex C.. (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 so- so-called composite "prime rate" as quoted from time to time during the relevant period in the Eastern Midwest Edition of The Wall Street Journal, plus 1.0%. 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. (c) Following a Notwithstanding any provision of this Agreement to the contrary, the parties' respective rights and obligations under this Section 4 and under Sections 5, 7, 8 and the last sentence of Section 9 will survive any termination or expiration of this Agreement or the termination of the Executive's employment described following a Change in Section 4(a)Control for any reason whatsoever. (d) Unless otherwise expressly provided by the applicable plan, program or agreement, after the occurrence of a Change in Control, the Company will shall pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation that has been allocated or awarded to the Executive for any performance period ending prior to the Termination Date, payment of which is contingent on the continuing performance of services by the Executive plus (ii) the value of any annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for or accrued with respect to the Executive's service during the performance period or periods that includes the Termination Datedate on which the Change in Control occurred, disregarding any applicable vesting requirements; provided that such amount described in clause (ii) of this Section 4(c) will shall be calculated at the plan target or payout rate, but prorated to base payment only on the portion of the Executive's service that had elapsed during the applicable performance period. Such payment will shall take into account service rendered through the payment date and will shall be made at the earlier of (xi) the date prescribed for payment pursuant to the applicable plan, program or agreement, agreement and (yii) within ten five business days after the Termination Date. (de) Notwithstanding any provision Pursuant to the contrary in terms and conditions of any applicable plan, program or agreement, upon the occurrence of a Change in of Control, all stock options and other equity incentive awards held by the Executive will shall become fully vested and/or exercisableand exercisable in accordance with such plan, as the case may be, on the date on which the Change in Control occurs, and all stock options held by the Executive will remain exercisable for a period beginning on the day immediately following the Executive's Termination Date equal to the Cash Severance Period plus 90 days or, if earlier, until the expiration date of the optionsprogram or agreement. (e) Notwithstanding any other provision of this Agreement to the contrary, in the event that the consummation of a transaction that would constitute a Change in Control is contingent upon the transaction's qualifying for pooling of interests accounting under Accounting Principles Board Opinion No. 16 or any successor thereto, the Board may take the minimum action necessary to qualify the transaction for pooling of interests accounting treatment, but only if the transaction would qualify for such treatment in the absence of this Agreement.

Severance Compensation. The Company may terminate Executive’s employment by providing written notice of the termination date pursuant to Section 12(h), subject to any additional notice requirements for a termination for “Cause” set forth in Section 12(c). (a) If, following the occurrence of a Change in Control, If the Company or Subsidiary terminates the Executive's ’s employment during the Severance Period for a reason other than pursuant to Section 3(a)(i)Executive’s death, 3(a)(ii) Disability, or 3(a)(iii)Cause, or if the Executive terminates his employment pursuant for Good Reason, and with respect to clause (iv), subject to Executive’s satisfying the Release conditions described in Section 3(b6(c), then the Company shall pay or provide all of the following to Executive: (i) reimbursement of any and all reasonable business expenses paid or incurred by Executive through the termination date in connection with and related to the performance of Executive’s duties and responsibilities for the Company; (ii) receipt of any accrued but unused vacation through the termination date in accordance with Company policy, as in effect as of the date of termination; (iii) receipt of any earned but unpaid Base Salary accrued through Executive’s last date of employment with the Company; and (iv) receipt of an amount equal to a portion of the Executive’s Base Salary, as set forth in Section 6(b) below (all of these payments listed in clauses (i) through (iv) are collectively the “Separation Payment”). (b) The Base Salary portion of the Separation Payment described in Section 6(a)(iv) above shall be six (6) months of Executive’s Base Salary (at the rate that was in effect at the time of termination), less Base Salary paid to Executive for any portion of the Notice Period (defined below) that Executive is directed by the Company not to work. (c) Subject to the condition that Executive executes an agreement releasing the Company and its affiliates from any liability associated with Executive’s employment with the Company in form and terms satisfactory to the Company (the “Release”) and that all time periods imposed by law permitting cancellation or revocation of the Release by Executive shall have passed or expired (the “Release Effective Date”), the Company will pay Executive any amount owed pursuant to Section 6(a)(iv) on the Executive Company’s regular payroll dates starting on the amounts described in Annex A within ten business days after first payroll date following the Termination Release Effective Date (and the payment on such first payroll date will continue to provide to include all payments that were not paid between the Executive last day of employment and such first payroll date). Notwithstanding the benefits described on Annex A for the periods described therein, provided the Executive executes a release in the form attached hereto as Annex C. (b) Without limiting the rights of the Executive at law or in equityforegoing, 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 so- called composite "prime rate" as quoted from time to time Release could become effective during the relevant period in calendar year following the Eastern 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 calendar year of the date of termination, then no such change. (c) Following a termination payments that constitute “deferred compensation” under Internal Revenue Code Section 409A shall be made earlier than the first day of the Executive's employment described in Section 4(a), calendar year following the Company will pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation that has been allocated or awarded to the Executive for any performance period ending prior to the Termination Date, payment of which is contingent on the continuing performance of services by the Executive plus (ii) the value of any annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for the performance period that includes the Termination Date, disregarding any applicable vesting requirements; provided that amount described in clause (ii) of this Section 4(c) will be calculated at the plan target or payout rate, but prorated to base payment only on the portion calendar year of the Executive's service that had elapsed during the applicable performance period. Such payment will take into account service rendered through the payment date and will be made at the earlier of (x) the date prescribed for payment pursuant to the applicable plan, program or agreement, and (y) within ten business days after the Termination Date. (d) Notwithstanding any provision to the contrary in any applicable plan, program or agreement, upon the occurrence of a Change in Control, all stock options and other equity incentive awards held by the Executive will become fully vested and/or exercisable, as the case may be, on the date on which the Change in Control occurs, and all stock options held by the Executive will remain exercisable for a period beginning on the day immediately following the Executive's Termination Date equal to the Cash Severance Period plus 90 days or, if earlier, until the expiration date of the optionstermination. (e) Notwithstanding any other provision of this Agreement to the contrary, in the event that the consummation of a transaction that would constitute a Change in Control is contingent upon the transaction's qualifying for pooling of interests accounting under Accounting Principles Board Opinion No. 16 or any successor thereto, the Board may take the minimum action necessary to qualify the transaction for pooling of interests accounting treatment, but only if the transaction would qualify for such treatment in the absence of this Agreement.

Severance Compensation. (a) If, following the occurrence of a Change in Control, the Company or Subsidiary terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates his employment pursuant to Section 3(b), provided that the Executive executes a release substantially in the form rendered by senior executives of the Company prior to the Change in Control. The Company will pay to the Executive the amounts described in Annex A within ten five business days after the Termination Date and will continue to provide to the Executive the benefits described on Annex A for the periods described therein, provided the Executive executes a release in the form attached hereto as Annex C.. (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 so- called composite "prime rate" as quoted set forth from time to time during the relevant period in the Eastern Edition of The Wall Street JournalJournal "Money Rates" column, plus 2%. 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. (c) Following Unless otherwise expressly provided by the applicable annual incentive compensation plan or program, after the occurrence of a termination of the Executive's employment described Change in Section 4(a)Control, the Company will pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation that has been allocated or awarded to the Executive for any performance period ending prior to the Termination Date, payment of which is contingent on the continuing performance of services by the Executive plus (ii) the value of any the Executive's annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for the performance period that includes the Termination Datedate on which the Change in Control occurred, disregarding any applicable vesting requirements; provided that such amount described in clause (ii) of this Section 4(c) will be calculated at equal to the product of the target award percentage under the applicable annual incentive plan target or payout rateprogram in effect immediately prior to the Change in Control times Base Pay, but prorated to base payment only on the portion of the Executive's service that had elapsed during the applicable performance periodperiod through the Change in Control. Such payment will take into account service rendered through the payment date and will be made at the earlier of (x) the date prescribed for payment pursuant to the applicable plan, program or agreement, and (y) within ten five business days after the Termination Date. (d) Notwithstanding any provision to the contrary in any applicable plan, program or agreement, upon the occurrence of a Change in Control, all stock options and other equity incentive awards held by the Executive will become fully vested and/or exercisable, as the case may be, on the date on which the Change in Control occurs, and all stock options held by the Executive will remain exercisable for a period beginning on the day immediately following the Executive's Termination Date equal to the Cash Severance Period plus 90 days or, if earlier, until the expiration date of the options. (e) Notwithstanding any other provision of this Agreement to the contrary, in the event that the consummation of a transaction that would constitute a Change in Control is contingent upon the transaction's qualifying for pooling of interests accounting under Accounting Principles Board Opinion No. 16 or any successor thereto, the Board may take the minimum action necessary to qualify the transaction for pooling of interests accounting treatment, but only if the transaction would qualify for such treatment in the absence of this Agreement.

Severance Compensation. Upon termination of employment, prior to the expiration of the Employment Period, for any reason other than for cause, as defined below, and subject to the provisions of Section 11(c)(3), the Executive shall be entitled to: (aA) If, following Six (6) months of his annual Base Salary be paid according to Section 4; (B) any and all reasonable expenses paid or incurred by the occurrence Executive in connection with and related to the performance of a Change his duties and responsibilities for the Company during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in Controlaccordance with Company policy; and (D) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Company or Subsidiary terminates shall fully accelerate the Executive's employment during the Severance Period other than pursuant to Section 3(a)(i)vesting and exercisability of such Share Awards, 3(a)(ii) or 3(a)(iii), or if the Executive terminates his employment pursuant to Section 3(b), the Company will pay to the Executive the amounts described in Annex A within ten business days after the Termination Date so that all such Share Awards shall be fully vested and will continue to provide to the Executive the benefits described on Annex A for the periods described therein, provided the Executive executes a release in the form attached hereto as Annex C. (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 so- called composite "prime rate" as quoted from time to time during the relevant period in the Eastern 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 exercisable as of the date Executive’s death, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after the Executive’s death or (B) the original term of the option, if such change. Share Awards is an option. The Executive may continue coverage with respect to the Company’s group health plans as permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985 (c“COBRA”) Following a termination for himself and each of his “Qualified Beneficiaries” as defined by COBRA (“COBRA Coverage”). The Company shall reimburse the amount of any COBRA premium paid for COBRA Coverage timely elected by and for the Executive and any Qualified Beneficiary of the Executive's employment described in Section 4(a), and not otherwise reimbursed, during the Company will pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation period that has been allocated or awarded to the Executive for any performance period ending prior to the Termination Date, payment of which is contingent ends on the continuing performance of services by the Executive plus (ii) the value of any annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for the performance period that includes the Termination Date, disregarding any applicable vesting requirements; provided that amount described in clause (ii) of this Section 4(c) will be calculated at the plan target or payout rate, but prorated to base payment only on the portion of the Executive's service that had elapsed during the applicable performance period. Such payment will take into account service rendered through the payment date and will be made at the earlier earliest of (x) the date prescribed for payment pursuant to the applicable plan, program or agreement, and (y) within ten business days after the Termination Date. (d) Notwithstanding any provision to the contrary in any applicable plan, program or agreement, upon the occurrence of a Change in Control, all stock options and other equity incentive awards held by the Executive will become fully vested and/or exercisableor the Qualified Beneficiary, as the case may be, on ceases to be eligible for COBRA Coverage, (y) the last day of the consecutive eighteen (18) month period following the date on which of termination of the Change in Control occurs, Executive’s employment and all stock options held by (z) the date the Executive will remain exercisable for a period beginning on or the day immediately following Qualified Beneficiary, as the Executive's Termination Date equal to case may be, is covered by another group health plan. To reimburse any COBRA premium payment under this paragraph, the Cash Severance Period plus 90 days or, if earlier, until the expiration date Company must receive documentation of the optionsCOBRA premium payment within ninety (90) days of its payment. (e) Notwithstanding any other provision of this Agreement to the contrary, in the event that the consummation of a transaction that would constitute a Change in Control is contingent upon the transaction's qualifying for pooling of interests accounting under Accounting Principles Board Opinion No. 16 or any successor thereto, the Board may take the minimum action necessary to qualify the transaction for pooling of interests accounting treatment, but only if the transaction would qualify for such treatment in the absence of this Agreement.

Severance Compensation. (a) If, If a Triggering Event occurs within twelve (12) months following the occurrence of a Change in of Control, the Company shall pay to Executive each of the following as “Severance Compensation”: (i) An amount equal to 100% of Executive’s Base Salary in place at the time of the Triggering Event, without regard to applicable notice and cure periods (or Subsidiary terminates Change of Control, in the case of a Triggering Event resulting from a material reduction in Executive's employment ’s Base Salary), payable as specified below; and (ii) An amount equal to 100% of the target annual bonus that Executive would have been eligible to earn under the Company’s annual bonus plan for the bonus measurement period during which the Severance Period other than Triggering Event (or Change of Control occurs, in the case of a Triggering Event resulting from a material reduction in the amount of bonus for which Executive is eligible) occurs, calculated on the basis of Executive’s target bonus for that year on the assumption that all performance targets will be achieved, payable as specified below. (iii) An amount equal to (A) the monthly premium the Executive would be required to pay for continuation coverage pursuant to Section 3(a)(ithe Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for the Executive and his eligible dependents who were covered under the Company’s health plans as of the Triggering Event (calculated by reference to the premium as of the Triggering Event), 3(a)(iimultiplied by (A) or 3(a)(iii), or if the Executive terminates his employment pursuant to Section 3(b), the Company will pay to the Executive the amounts described in Annex A within ten business days after the Termination Date and will continue to provide to the Executive the benefits described on Annex A for the periods described therein, provided the Executive executes a release in the form attached hereto as Annex C.12. (b) Without limiting the rights Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of the Company in the form of Exhibit A to this Agreement (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement, including, without limitation, the restrictive covenants pertaining to confidentiality, non-disclosure, non-solicitation, and non-competition, whether contained in this Agreement or any other agreement with the Company (the “Restrictive Covenants”). Specifically, if Executive at law has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in equitythe full amounts paid. Further, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basisExecutive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. Notwithstanding the foregoing, if Executive unintentionally and in good faith takes action which in the Company’s view constitutes a violation of the Restrictive Covenants (other than the Restrictive Covenants pertaining to confidentiality and non-disclosure) and promptly discontinues such action upon notice from the Company, then such action shall not entitle the Company will pay interest on to discontinue the amount Severance Compensation or value thereof at an annualized rate require Executive to forfeit any previously paid Severance Compensation. (c) Subject to Section 20, the Severance Compensation described in Sections 2(a)(i), 2(a)(ii) and 2(a)(iii) shall be paid in a lump sum within thirty (30) days following the Triggering Event (or, if later, ten (10) days after the Company’s receipt of interest equal the General Release and expiration of all revocation periods in the General Release (the “Release Effective Date”)). (d) All Severance Compensation payments are subject to the so- called composite "prime rate" usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as quoted from time to time during any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the relevant period in the Eastern Edition of The Wall Street JournalCompany’s employee benefit plans or as otherwise expressly required by applicable law. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on Executive acknowledges and confirms that as of the date of such change. (c) Following a termination of the Executive's employment described in Section 4(a), the Company will pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation that has been allocated or awarded to the Executive for any performance period ending prior to the Termination Date, payment of which is contingent on the continuing performance of services by the Executive plus (ii) the value of any annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for the performance period that includes the Termination Date, disregarding any applicable vesting requirements; provided that amount described in clause (ii) of this Section 4(c) will be calculated at the plan target or payout rate, but prorated to base payment only on the portion of the Executive's service that had elapsed during the applicable performance period. Such payment will take into account service rendered through the payment date and will be made at the earlier of (x) the date prescribed for payment pursuant to the applicable plan, program or agreement, and (y) within ten business days after the Termination Date. (d) Notwithstanding any provision to the contrary in any applicable plan, program or agreement, upon the occurrence of a Change in Control, all stock options and other equity incentive awards held by the Executive will become fully vested and/or exercisable, as the case may be, on the date on which the Change in Control occurs, and all stock options held by the Executive will remain exercisable for a period beginning on the day immediately following the Executive's Termination Date equal to the Cash Severance Period plus 90 days or, if earlier, until the expiration date of the options. (e) Notwithstanding any other provision of this Agreement he is not a party to an employment agreement with the contrary, in the event that the consummation of a transaction that would constitute a Change in Control is contingent upon the transaction's qualifying for pooling of interests accounting under Accounting Principles Board Opinion No. 16 or any successor thereto, the Board may take the minimum action necessary to qualify the transaction for pooling of interests accounting treatment, but only if the transaction would qualify for such treatment in the absence of this AgreementCompany.

Severance Compensation. (a) If, following the occurrence of a Change in Control, the Company or Subsidiary terminates the Executive's ’s employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates his Executive’s employment pursuant to Section 3(b) (in either case, any such termination, a “Triggering Termination”), and provided that such Triggering Termination constitutes a “separation from service” as defined in Section 409A, the Company will pay to the Executive the amounts described in Annex A within ten five business days after the Termination Date (subject to the provisions of Section 4(d) of this Agreement) and will continue to provide to the Executive the benefits described on in Annex A for the periods described therein, provided the Executive executes a release in the form attached hereto as Annex C.. (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 so- called composite "“prime rate" ” as quoted set forth from time to time during the relevant period in the Eastern Edition of The Wall Street JournalJournal “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 of such change. (c) Following Unless otherwise expressly provided by the applicable plan, program or agreement, after the occurrence of a termination of the Executive's employment described Change in Section 4(a)Control, the Company will pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation Incentive Pay that has been earned, accrued, allocated or awarded to the Executive for any performance period ending that by its terms as in effect prior to the a Triggering Termination Datehas been completed (any such period, a “Completed Performance Period”) (regardless of whether payment of which is such compensation would otherwise be contingent on the continuing performance of services by the Executive plus Executive) and (ii) the value Pro Rata Portion of the Incentive Pay Target in effect for any annual bonus or long-term incentive pay subsequent performance period. For this purpose, “Pro Rata Portion” means (including, without limitation, incentive-based annual cash bonuses x) the number of days from and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for the performance period that includes first day immediately following the last day of the immediately preceding Completed Performance Period to and including the Termination Date, disregarding any applicable vesting requirements; provided that amount described divided by (y) the total number of days in clause (ii) of this Section 4(c) will be calculated at the plan target or payout rate, but prorated to base payment only on the portion of the Executive's service that had elapsed during the applicable such subsequent performance period. Such payment will take into account service rendered through the payment date and payments will be made at the earlier of (x) the date prescribed for payment pursuant to the applicable plan, program or agreement, agreement and (y) within ten five business days after the Termination Date, and will be payable and calculated disregarding any otherwise applicable vesting requirements. (d) Notwithstanding any provision To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the contrary in any applicable plan, program or agreement, upon the occurrence of a Change in Control, all stock options and other equity incentive awards held by the Executive will become fully vested and/or exercisable, as the case may be, on the date on which the Change in Control occurs, and all stock options held by the Executive will remain exercisable for a six-month period beginning on the day immediately following the Executive's Termination Date equal to ’s termination of employment shall instead be paid on the Cash Severance Period plus 90 days orfirst business day after the date that is six months following the Executive’s termination of employment (or upon the Executive’s death, if earlier). In addition, until the expiration date of the options. (e) Notwithstanding any other provision of this Agreement to the contrary, in the event that the consummation of a transaction that would constitute a Change in Control is contingent upon the transaction's qualifying for pooling of interests accounting under Accounting Principles Board Opinion No. 16 or any successor thereto, the Board may take the minimum action necessary to qualify the transaction for pooling of interests accounting treatment, but only if the transaction would qualify for such treatment in the absence purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A, and any payments described in Annex A that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise.