Common use of Severance Compensation Clause in Contracts

Severance Compensation. (a) If, following the occurrence of a Change of Control, the Executive is Terminated by the Company during the Severance Period other than in the circumstances set forth in Section 2(a)(i), 2(a)(ii), or 2(a)(iii), or if the Executive Terminates for Good Reason: (i) The Company will pay to the Executive in a lump sum in cash within five business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination an amount (the "Severance Payment") equal to the sum of (A) 2.5 times the sum of Base Pay and Commission Pay at the highest rates in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rates in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, plus (B) an amount equal to 2.5 times the greatest amount of Incentive Pay received by the Executive during any year from and including the third year prior to the first occurrence of a Change of Control, plus (C) an amount equal to 2.5 times the matching contribution that would be made by the Company to the Scan-Optics, Inc. Retirement Savings Plan on the Executive's behalf if the Executive deferred under such Plan four percent (adjusted for any applicable limitation under the Internal Revenue Code of 1986, as amended) of the sum of Base Pay, Commission Pay and Incentive Pay (at the rates used in (A) and (B) above) or such higher percentage as may then be eligible for Company matching contributions, plus (D) an amount equal to the value (determined as of the Date of Termination and assuming exercisability as of such date) of all options granted to the Executive to acquire Company common stock that will not become exercisable as a result of Executive's Termination; and (ii) For two years following the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription, dental, disability, accident or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's behalf if the Executive had remained in the employ of the Company for two years following the Date of Termination.

Severance Compensation. (a) If, following the occurrence of a Change of Control, the Executive is Terminated by the Company during the Severance Period other than in the circumstances set forth in Section 2(a)(i), 2(a)(ii), or 2(a)(iii), or if the Executive Terminates for Good Reason: (i) The Company will pay to the Executive in a lump sum in cash within five business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination an amount (the "Severance Payment") equal to the sum of (A) 2.5 times the sum of Base Pay and Commission Pay at the highest rates in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rates in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, plus (B) an amount equal to 2.5 times the greatest amount of Incentive Pay received by the Executive during any year from and including the third year prior to the first occurrence of a Change of Control, plus (C) an amount equal to 2.5 times the matching contribution that would be made by the Company to the Scan-Optics, Inc. Retirement Savings Plan on the Executive's behalf if the Executive deferred under such Plan four percent (adjusted for any applicable limitation under the Internal Revenue Code of 1986, as amended) of the sum of Base Pay, Commission Pay and Incentive Pay (at the rates used in (A) and (B) above) or such higher percentage as may then be eligible for Company matching contributions, plus (D) an amount equal to the value (determined as of the Date of Termination and assuming exercisability as of such date) of all options granted to the Executive to acquire Company common stock that will not become exercisable as a result of Executive's Termination; and (ii) For two years following the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription, dental, disability, accident or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's behalf if the Executive had remained in the employ of the Company for two years following the Date of Termination.

Severance Compensation. (a) If, following the occurrence of a Change of in Control, the Executive is Terminated by Company shall terminate the Company Executive's employment during the Severance Period of Employment other than in the circumstances set forth in pursuant to Section 2(a)(i), 2(a)(ii), or 2(a)(iii)4(a) hereof, or if the Executive Terminates for Good Reason: (ishall terminate his employment pursuant to Section 4(b) The Company will pay to the Executive in a lump sum in cash within five business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination an amount (the "Severance Payment") equal to the sum of (A) 2.5 times the sum of Base Pay and Commission Pay at the highest rates in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rates in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, plus (B) an amount equal to 2.5 times the greatest amount of Incentive Pay received by the Executive during any year from and including the third year prior to the first occurrence of a Change of Control, plus (C) an amount equal to 2.5 times the matching contribution that would be made by the Company to the Scan-Optics, Inc. Retirement Savings Plan on the Executive's behalf if the Executive deferred under such Plan four percent (adjusted for any applicable limitation under the Internal Revenue Code of 1986, as amended) of the sum of Base Pay, Commission Pay and Incentive Pay (at the rates used in (A) and (B) above) or such higher percentage as may then be eligible for Company matching contributions, plus (D) an amount equal to the value (determined as of the Date of Termination and assuming exercisability as of such date) of all options granted to the Executive to acquire Company common stock that will not become exercisable as a result of Executive's Termination; and (ii) For two years following the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription, dental, disability, accident or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailablehereof, the Company shall pay to the Executive the amount specified in Section 5(a)(i) hereof within ten business days after the date (the "Termination 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 4(b) hereof): (i) In lieu of any further payments to the Executive for periods subsequent to the Termination Date, but without affecting the rights of the Executive referred to in Section 5(b) hereof, a lump sum payment (the "Severance Payment") in an amount equal to the contributions present value (using a discount rate required to be utilized for purposes of computations under Section 280G of the Code or any successor provision thereto, or if no such rate is so required to be used, a rate equal to the then-applicable interest rate prescribed by the Pension Benefit Guarantee Corporation for benefit valuations in connection with non-multiemployer pension plan terminations assuming the immediate commencement of benefit payments (the "Discount Rate")) of the sum of (A) the aggregate Base Pay (at the highest rate in effect during the Term prior to the Termination Date) for three years, plus (B) the aggregate Incentive Pay for three years (based upon the greatest amount of Incentive Pay paid or payable to the Executive for any year during the three calendar years preceding the year in which the Termination Date occurs); provided, however, that in no event will the "present value" (as determined under Section 280G of the Code or any successor provision thereto) of the amount otherwise payable hereunder, when added to the "present value" (as determined under Section 280G of the Code or any successor provision thereto) of any other "parachute payments" (as that term is defined in Section 280G of the Code (without regard to Section 280G(b)(2)(A)(ii) thereof) or any successor provision thereto) from the Company, exceed an amount (the "299% Amount") equal to 299% of the Executive's "base amount" (as that term is defined in Section 280G of the Code or any successor provision thereto) and if the amount otherwise payable hereunder would have been made exceed the 299% Amount, the Severance Payment shall be reduced to the extent necessary so that the aggregate present value determined in the previous clause does not exceed the 299% Amount. (ii) The determination of whether any amount otherwise payable under Section 5(a)(i) causes the 299% Amount to be exceeded shall be made, if requested by the Executive or the Company, by tax counsel selected by the Company for and reasonably acceptable to the Executive. The costs of obtaining such coverage on determination shall be borne by the Company. The fact that the Executive shall have his right to the Severance Payment reduced as a result of the existence of the limitations contained in this Section 5(a) shall not limit or otherwise affect any rights of the Executive to any Employee Benefit, or other right arising other than pursuant to this Agreement. Without limiting the generality of the foregoing, upon the Executive's behalf if termination of employment as provided in this Section 5, the Company shall pay over to him all vested benefits to which he is entitled under and in accordance with the terms of the Company's employee savings, stock ownership, supplemental executive retirement and similar Plans in the event such payments are not otherwise made in accordance with the terms of such plans. (iii) Except to the extent that the payments or benefits pursuant to this Section 5(a)(iii) would result in a reduction of the amount of the Severance Payment because they would exceed the 299% Amount, (A) for the remainder of the Period of Employment the Company shall arrange to provide the Executive had remained in with Employee Benefits substantially similar to those which the employ Executive was receiving or entitled to receive immediately prior to the Termination Date (and if and to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company solely due to the fact that the Executive is no longer an officer or employee of the Company, then the Company shall itself pay or provide for two years the payment to the Executive, his dependents and beneficiaries, such Employee Benefits) and (B) without limiting the generality of the foregoing, the remainder of the Period of Employment shall be considered service with the Company for the purpose of service credits under the Company's retirement income, supplemental executive retirement and other benefit plans of the Company applicable to the Executive or his beneficiaries immediately prior to the Termination Date. Without otherwise limiting the purposes or effect of Section 6 hereof, Employee Benefits payable to the Executive pursuant to this Section 5(a)(iii) by reason of any "welfare benefit plan" of the Company (as the term "welfare benefit plan" is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during such period following the Executive's Termination Date until the expiration of Terminationthe Period of Employment. (iv) Notwithstanding any provision of the Section 5(a) to the contrary, in the event the benefits intended to be provided to the Executive pursuant to Section 5(a)(iii) hereof are required to be reduced in whole or in part because the value of such Employee Benefits, when added to the amount of the Severance Payment under Section 5(a)(i), would exceed 299% Amount, the Executive shall have the option to elect to receive, in lieu of all or a portion of the Severance Payment provided in Section 5(a)(i) hereof, one or more Employee Benefits, provided that (A) prior to the receipt of any payment under Section 5(a)(i) hereof, the Executive Benefit or Employee Benefits so elected to be received, and (B) in no event shall the "aggregate present value of the payments in the nature of compensation" (as that phrase is used in Section 280G of the Code) received by the Executive as a result of the receipt of such Employee Benefits, when added to the remaining portion of the Severance Payment, if any, to be received by the Executive, exceed the 299% Amount. (v) In addition to all other compensation due to the Executive, the following shall occur immediately following the occurrence of a Change in Control: (A) all Company stock options held by the Executive prior to a Change in Control shall become fully exercisable, regardless of whether or not the vesting conditions set forth in the relevant stock option agreements have been satisfied in full; and (B) all restrictions on any restricted Company stock granted to the Executive prior to a Change in Control shall be removed and the stock shall be freely transferable, regardless of whether the conditions set forth in the relevant restricted stock agreements have been satisfied in full. (b) Upon written notice given by the Executive to the Company prior to the receipt of any payment pursuant to Section 5(a) hereof, the Executive, at his sole option, without reduction to reflect the present value of such amounts as aforesaid, may elect to have all or any of the Severance Payment payable pursuant to Section 5(a)(i) hereof paid to him on a quarterly or monthly basis during the remainder of the Period of Employment. (c) There shall be no right of set-off or counterclaim in respect of any claim, debt or obligation against any payment to or benefit for the Executive provided for in this Agreement. (d) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment required to be made hereunder on a timely basis, the Company shall pay interest on the amount thereof at an annualized rate of interest equal to the then-applicable Discount Rate or, if lesser, the highest rate allowed by applicable usury laws.

Severance Compensation. (a) If, following the occurrence of a Change of in Control, the Executive is Terminated by Company shall terminate the Company Employee’s employment during the Severance Period of Employment other than in the circumstances set forth in pursuant to Section 2(a)(i), 2(a)(ii), or 2(a)(iii)4(a) hereof, or if the Executive Terminates for Good Reason: (iEmployee shall terminate his employment pursuant to Section 4(b) The Company will pay to the Executive in a lump sum in cash within five business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination an amount (the "Severance Payment") equal to the sum of (A) 2.5 times the sum of Base Pay and Commission Pay at the highest rates in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rates in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, plus (B) an amount equal to 2.5 times the greatest amount of Incentive Pay received by the Executive during any year from and including the third year prior to the first occurrence of a Change of Control, plus (C) an amount equal to 2.5 times the matching contribution that would be made by the Company to the Scan-Optics, Inc. Retirement Savings Plan on the Executive's behalf if the Executive deferred under such Plan four percent (adjusted for any applicable limitation under the Internal Revenue Code of 1986, as amended) of the sum of Base Pay, Commission Pay and Incentive Pay (at the rates used in (A) and (B) above) or such higher percentage as may then be eligible for Company matching contributions, plus (D) an amount equal to the value (determined as of the Date of Termination and assuming exercisability as of such date) of all options granted to the Executive to acquire Company common stock that will not become exercisable as a result of Executive's Termination; and (ii) For two years following the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription, dental, disability, accident or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailablehereof, the Company shall pay to the Executive Employee the amount specified in Section 5(a)(i) hereof within ten business days after the date (the Termination Date) that the Employee’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 Employee if the termination is pursuant to Section 4(b) hereof): i) In lieu of any further payments to the Employee for periods subsequent to the Termination Date, but without affecting the rights of the Employee referred to in Section 5(b) hereof, a lump sum payment (the Severance Payment) in an amount equal to the contributions present value (using a discount rate required to be utilized for purposes of computations under Section 280G of the Code or any successor provision thereto, or if no such rate is so required to be used, a rate equal to the then-applicable interest rate prescribed by the Pension Benefit Guarantee Corporation for benefit valuations in connection with non-multiemployer pension plan terminations assuming the immediate commencement of benefit payments (the Discount Rate) of the sum of (A) the Base Pay (at the highest rate in effect during the Term prior to the Termination Date) for one year, plus (B) the Incentive Pay for one year (based upon the greatest amount of Incentive Pay paid or payable to the Employee for any year during the three calendar years preceding the year in which the Termination Date occurs); provided, however, that in no event will the present value (as determined under Section 280G of the Code or any successor provision thereto) of the amount otherwise payable hereunder, when added to the present value (as determined under Section 280G of the Code or any successor provision thereto) of any other parachute payments (as that term is defined in Section 280G of the Code (without regard to Section 280G(b)(2)(A)(ii) thereof) or any successor provision thereto) from the Company, exceed an amount (the A299% Amount) equal to 299% of the Employee’s base amount (as that term is defined in Section 280G of the Code or any successor provision thereto) and if the amount otherwise payable hereunder would have been made exceed the 299% Amount, the Severance Payment shall be reduced to the extent necessary so that the aggregate present value determined in the previous clause does not exceed the 299% Amount. ii) The determination of whether any amount otherwise payable under Section 5(a)(i) causes the 299% Amount to be exceeded shall be made, if requested by the Employee or the Company, by tax counsel selected by the Company for and reasonably acceptable to the Employee. The costs of obtaining such coverage on determination shall be borne by the Executive's behalf if Company. The fact that the Executive had remained Employee shall have his right to the Severance Payment reduced as a result of the existence of the limitations contained in this Section 5(a) shall not limit or otherwise affect any rights of the Employee to any Employee Benefit, or other right arising other than pursuant to this Agreement. Without limiting the generality of the foregoing, upon the Employee’s termination of employment as provided in this Section 5, the Company shall pay over to him all vested benefits to which he is entitled under and in accordance with the terms of the Company’s employee savings, stock ownership, supplemental executive retirement and similar Plans in the employ event such payments are not otherwise made in accordance with the terms of such plans. iii) Except to the extent that the payments or benefits pursuant to this Section 5(a)(iii) would result in a reduction of the amount of the Severance Payment because they would exceed the 299% Amount, (A) for the remainder of the Period of Employment the Company shall arrange to provide the Employee with Employee Benefits substantially similar to those which the Employee was receiving or entitled to receive immediately prior to the Termination Date (and if and to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company solely due to the fact that the Employee is no longer an officer or employee of the Company, then the Company shall itself pay or provide for two years the payment to the Employee, his dependents and beneficiaries, such Employee Benefits) and (B) without limiting the generality of the foregoing, the remainder of the Period of Employment shall be considered service with the Company for the purpose of service credits under the Company’s retirement income, supplemental executive retirement and other benefit plans of the Company applicable to the Employee or his beneficiaries immediately prior to the Termination Date. Without otherwise limiting the purposes or effect of Section 6 hereof, Employee Benefits payable to the Employee pursuant to this Section 5(a)(iii) by reason of any welfare benefit plan of the Company (as the term welfare benefit plan is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Employee from another employer during such period following the Employee’s Termination Date until the expiration of Terminationthe Period of Employment. iv) Notwithstanding any provision of the Section 5(a) to the contrary, in the event the benefits intended to be provided to the Employee pursuant to Section 5(a)(iii) hereof are required to be reduced in whole or in part because the value of such Employee Benefits, when added to the amount of the Severance Payment under Section 5(a)(i), would exceed 299% Amount, the Employee shall have the option to elect to receive, in lieu of all or a portion of the Severance Payment provided in Section 5(a)(i) hereof, one or more Employee Benefits, provided that (A) prior to the receipt of any payment under Section 5(a)(i) hereof, the Employee notifies the Company of the Employee Benefit or Employee Benefits so elected to be received, and (B) in no event shall the aggregate present value of the payments in the nature of compensation (as that phrase is used in Section 280G of the Code) received by the Employee as a result of the receipt of such Employee Benefits, when added to the remaining portion of the Severance Payment, if any, to be received by the Employee, exceed the 299% Amount. v) In addition to all other compensation due to the Employee, the following shall occur immediately following the occurrence of a Change in Control: A) all Company stock options held by the Employee prior to a Change in Control shall become fully exercisable, regardless of whether or not the vesting conditions set forth in the relevant stock option agreements have been satisfied in full; and B) all restrictions on any restricted Company stock granted to the Employee prior to a Change in Control shall be removed and the stock shall be freely transferable, regardless of whether the conditions set forth in the relevant restricted stock agreements have been satisfied in full. b) Upon written notice given by the Employee to the Company prior to the receipt of any payment pursuant to Section 5(a) hereof, the Employee, at his sole option, without reduction to reflect the present value of such amounts as aforesaid, may elect to have all or any of the Severance Payment payable pursuant to Section 5(a)(i) hereof paid to him on a quarterly or monthly basis during the remainder of the Period of Employment. c) There shall be no right of set-off or counterclaim in respect of any claim, debt or obligation against any payment to or benefit for the Employee provided for in this Agreement. d) Without limiting the rights of the Employee at law or in equity, if the Company fails to make any payment required to be made hereunder on a timely basis, the Company shall pay interest on the amount thereof at an annualized rate of interest equal to the then-applicable Discount Rate or, if lesser, the highest rate allowed by applicable usury laws.

Severance Compensation. (a) IfIf the Company shall terminate the Executive's employment during the Term other than pursuant to Section 6(a)(i), following the occurrence of a Change of Control6(a)(ii) or 6(a)(iii), if the Executive is Terminated by the Company during the Severance Period other than in the circumstances set forth in shall terminate his employment pursuant to Section 2(a)(i), 2(a)(ii), or 2(a)(iii6(b), or if the Company shall give Executive Terminates for Good Reason: (i) The Company will pay to the Executive in a lump sum in cash within five business written notice not later than 90 days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination an amount (the "Severance Payment") equal to the sum of (A) 2.5 times the sum of Base Pay and Commission Pay at the highest rates in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rates in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, plus (B) an amount equal to 2.5 times the greatest amount of Incentive Pay received by the Executive during any year from and including the third year prior to the first occurrence third anniversary or any subsequent anniversary of a Change this Agreement of Control, plus (C) an amount equal to 2.5 times the matching contribution that would be made by the Company to the Scannon-Optics, Inc. Retirement Savings Plan on the Executive's behalf if the Executive deferred under such Plan four percent (adjusted for any applicable limitation under the Internal Revenue Code renewal of 1986, as amended) of the sum of Base Pay, Commission Pay and Incentive Pay (at the rates used in (A) and (B) above) or such higher percentage as may then be eligible for Company matching contributions, plus (D) an amount equal to the value (determined as of the Date of Termination and assuming exercisability as of such date) of all options granted to the Executive to acquire Company common stock that will not become exercisable as a result of Executive's Termination; and (ii) For two years following the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription, dental, disability, accident or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailablethis Agreement, the Company shall pay to the Executive the amount specified herein upon the later of (i) five business days after the Termination Date or date of expiration of this Agreement, as the case may be, and (ii) the effective date of a release executed by the Executive and the Company in the form attached hereto as Exhibit C. In lieu of any further payments to the Executive for periods subsequent to the Termination Date or such expiration date, the Company shall make a lump sum payment (the "Severance Payment"), in an amount equal to 100% of the sum of (1) the greater of (A) any amounts of Base Pay relating to the first three years of the Term not paid prior to the Termination Date, and (B) an amount equal to the contributions that would have been aggregate annual Base Pay (at the highest rate in effect for any year prior to the Termination Date), (2) the aggregate Incentive Pay (based upon the greatest amount of Incentive Pay paid or payable to the Executive for any year prior to the Termination Date), and (3) the aggregate sum of the reasonable transportation expenses for relocating Executive and his immediate family to the United States. (b) There shall be no right of set-off or counterclaim in respect of any claim, debt or obligation against any payment to or benefit for the Executive provided for in this Agreement. (c) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment required to be made hereunder on a timely basis, the Company shall pay interest on the amount thereof at an annualized rate of interest equal to the then-applicable interest rate prescribed by the Company Pension Benefit Guarantee Corporation for such coverage on benefit valuations in connection with non-multiemployer pension plan terminations assuming the Executive's behalf if the Executive had remained in the employ immediate commencement of the Company for two years following the Date of Terminationbenefit payments.

Severance Compensation. (a) If, following the occurrence of a Change of in Control, the Executive is Terminated by Company or Subsidiary terminates the Company Executive's employment during the Severance Period other than in the circumstances set forth in pursuant to Section 2(a)(i3(a)(i), 2(a)(ii), 3(a)(ii) or 2(a)(iii3(a)(iii), or if the Executive Terminates for Good Reason: (iterminates his employment pursuant to Section 3(b) The the Company will pay to the Executive in a lump sum in cash the following amounts within five business days after the later of Termination Date and continue to provide to the date on which Executive the Company receives the determination of the Accounting Firm required following benefits: (i) A lump sum payment in Section 4 hereof or the Date of Termination an amount (the "Severance Payment") equal to three times the sum of (A) 2.5 times the sum of Base Pay and Commission Pay at the highest rates in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rates in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of ControlPay, plus (B) an amount equal to 2.5 times the greatest amount of Incentive Pay received by the Executive during any year from and including the third year prior to the first occurrence of a Change of Control, plus (C) an amount equal to 2.5 times the matching contribution that would be made by the Company to the Scan-Optics, Inc. Retirement Savings Plan on the Executive's behalf if the Executive deferred under such Plan four percent (adjusted for any applicable limitation under the Internal Revenue Code of 1986, as amended) of the sum of Base Pay, Commission Pay and Incentive Pay (at determined in accordance with the rates used standards set forth in (A) and (B) above) or such higher percentage as may then be eligible for Company matching contributions, plus (D) an amount equal to the value (determined as of the Date of Termination and assuming exercisability as of such date) of all options granted to the Executive to acquire Company common stock that will not become exercisable as a result of Executive's Termination; andSection 1(f)). (ii) For two years a period of thirty-six 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) substantially similar to those that the Executive was receiving or entitled to receive immediately prior to the Termination Date (or, if greater, immediately prior to the reduction, termination, or denial described in Section 3(b)(ii)), except that the level of Terminationany such Employee Benefits to be provided to the Executive may be reduced in the event of a corresponding reduction generally applicable to all recipients of or participants in such Employee Benefits, and (B) such Continuation Period will be considered service with the Company for the purpose of determining service credits and benefits due and payable to the Executive under the retirement income, supplemental executive retirement and other benefit plans of the Company or Subsidiary applicable to the Executive, his dependents or his beneficiaries immediately prior to the Termination Date (or, if greater, immediately prior to the reduction, termination or denial described in Section 3(b)(ii)). If and to the extent that any benefit described in subsection (A) or (B) of 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 payment to the Executive, his dependents and beneficiaries, of such Employee Benefits along with, in the case of any benefit described in subsection (A) of this Section 4(a)(ii) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company or any Subsidiary, an additional amount such that after payment by the Executive, or his dependents or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such taxes. Without otherwise limiting the purposes or effect of Section 5, Employee Benefits otherwise receivable by the Executive pursuant to 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, and any such benefits actually received by the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs reported by the Executive to the Company. (b) Without limiting the rights of the Executive at law or in equity, if the Company that fails to make any payment or provide medicalany benefit required to be made or provided hereunder on a timely basis, prescription, dental, disability, accident the Company will pay interest on the amount or life insurance coverage, with value thereof at an annualized rate of interest equal to the costs so-called composite "prime rate" as quoted from time to time during the relevant period in 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 participation to be paid by the Company change. (c) Notwithstanding any provision of this Agreement to the same extent as prior to contrary, the parties' respective rights and obligations under this Section 4 and under Sections 5 and 7 will survive any termination or expiration of this Agreement or the termination of the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then employment following a Change in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage Control for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's behalf if the Executive had remained in the employ of the Company for two years following the Date of Terminationreason whatsoever.

Severance Compensation. (a) If, following the occurrence of a Change of in Control, the Executive is Terminated by Company shall terminate the Company Executive's employment during the Severance Period of Employment other than in the circumstances set forth in pursuant to Section 2(a)(i), 2(a)(ii), or 2(a)(iii)4(a) hereof, or if the Executive Terminates for Good Reason: (ishall terminate his employment pursuant to Section 4(b) The Company will pay to the Executive in a lump sum in cash within five business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination an amount (the "Severance Payment") equal to the sum of (A) 2.5 times the sum of Base Pay and Commission Pay at the highest rates in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rates in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, plus (B) an amount equal to 2.5 times the greatest amount of Incentive Pay received by the Executive during any year from and including the third year prior to the first occurrence of a Change of Control, plus (C) an amount equal to 2.5 times the matching contribution that would be made by the Company to the Scan-Optics, Inc. Retirement Savings Plan on the Executive's behalf if the Executive deferred under such Plan four percent (adjusted for any applicable limitation under the Internal Revenue Code of 1986, as amended) of the sum of Base Pay, Commission Pay and Incentive Pay (at the rates used in (A) and (B) above) or such higher percentage as may then be eligible for Company matching contributions, plus (D) an amount equal to the value (determined as of the Date of Termination and assuming exercisability as of such date) of all options granted to the Executive to acquire Company common stock that will not become exercisable as a result of Executive's Termination; and (ii) For two years following the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription, dental, disability, accident or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailablehereof, the Company shall pay to the Executive the amount specified in Section 5(a)(i) hereof within ten business days after the date (the "Termination 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 4(b) hereof): (i) In lieu of any further payments to the Executive for periods subsequent to the Termination Date, but without affecting the rights of the Executive referred to in Section 5(b) hereof, a lump sum payment (the "Severance Payment") in an amount equal to the contributions present value (using a discount rate required to be utilized for purposes of computations under Section 280G of the Code or any successor provision thereto, or if no such rate is so required to be used, a rate equal to the then-applicable interest rate prescribed by the Pension Benefit Guaranty Corporation for benefit valuations in connection with non-multiemployer pension plan terminations assuming the immediate commencement of benefit payments (the "Discount Rate")) of the sum of (A) the aggregate Base Pay (at the highest rate in effect during the Term prior to the Termination Date) for two years, plus (B) the aggregate Incentive Pay for two years (based upon the greatest amount of Incentive Pay paid or payable to the Executive for any year during the three calendar years preceding the year in which the Termination Date occurs); provided, however, that the Severance Payment shall be reduced so that the aggregate "present value" (as determined under Section 280G of the Code or any successor provision thereto) of the amount otherwise payable hereunder, when added to the "present value" (as determined under Section 280G of the Code or any successor provision thereto) of any other "parachute payments" (as that term is defined in Section 280G of the Code (without regard to Section 280G(b)(2)(A)(ii) thereof) or any successor provision thereto) from the Company, shall not exceed an amount (the "299% Amount") equal to 299% of the Executive's "base amount" (as that term is defined in Section 280G of the Code or any successor provision thereto) so that no portion of such amounts received by the Executive shall be subject to the excise tax imposed by Section 4999 of the Code if and only if such reduction produces a better net after-tax position for the Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes) than the full payment of the Severance Payments and all other payments and benefits provided for in this Agreement or otherwise would have been made produced. (ii) The determination of whether any amount otherwise payable under Section 5(a)(i) causes the 299% Amount to be exceeded shall be made, if requested by the Executive or the Company, by tax counsel selected by the Company for and reasonably acceptable to the Executive. The costs of obtaining such coverage on determination shall be borne by the Company. The fact that the Executive shall have his right to the Severance Payment reduced as a result of the existence of the limitations contained in this Section 5(a) shall not limit or otherwise affect any rights of the Executive to any Employee Benefit, or other right arising other than pursuant to this Agreement. Without limiting the generality of the foregoing, upon the Executive's behalf if termination of employment as provided in this Section 5, the Company shall pay over to him all vested benefits to which he is entitled under and in accordance with the terms of the Company's employee savings, stock ownership, supplemental executive retirement and similar Plans in the event such payments are not otherwise made in accordance with the terms of such plans. (iii) Except to the extent that the payments or benefits pursuant to this Section 5(a)(iii) would result in a reduction of the amount of the Severance Payment because they would exceed the 299% Amount, (A) for the remainder of the Period of Employment the Company shall arrange to provide the Executive had remained in with Employee Benefits substantially similar to those which the employ Executive was receiving or entitled to receive immediately prior to the Termination Date (and if and to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company solely due to the fact that the Executive is no longer an officer or employee of the Company, then the Company shall itself pay or provide for two years the payment to the Executive, his dependents and beneficiaries, such Employee Benefits) and (B) without limiting the generality of the foregoing, the remainder of the Period of Employment shall be considered service with the Company for the purpose of service credits under the Company's retirement income, supplemental executive retirement and other benefit plans of the Company applicable to the Executive or his beneficiaries immediately prior to the Termination Date. Without otherwise limiting the purposes or effect of Section 6 hereof, Employee Benefits payable to the Executive pursuant to this Section 5(a)(iii) by reason of any "welfare benefit plan" of the Company (as the term "welfare benefit plan" is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during such period following the Executive's Termination Date until the expiration of Terminationthe Period of Employment. (iv) Notwithstanding any provision of the Section 5(a) to the contrary, in the event the benefits intended to be provided to the Executive pursuant to Section 5(a)(iii) hereof are required to be reduced in whole or in part because the value of such Employee Benefits, when added to the amount of the Severance Payment under Section 5(a)(i), would exceed 299% Amount, the Executive shall have the option to elect to receive, in lieu of all or a portion of the Severance Payment provided in Section 5(a)(i) hereof, one or more Employee Benefits, provided that (A) prior to the receipt of any payment under Section 5(a)(i) hereof, the Executive Benefit or Employee Benefits so elected to be received, and (B) in no event shall the "aggregate present value of the payments in the nature of compensation" (as that phrase is used in Section 280G of the Code) received by the Executive as a result of the receipt of such Employee Benefits, when added to the remaining portion of the Severance Payment, if any, to be received by the Executive, exceed the 299% Amount. (v) In addition to all other compensation due to the Executive, the following shall occur immediately following the occurrence of a Change in Control: (A) all Company stock options held by the Executive prior to a Change in Control shall become fully exercisable, regardless of whether or not the vesting conditions set forth in the relevant stock option agreements have been satisfied in full; and (B) all restrictions on any restricted Company stock granted to the Executive prior to a Change in Control shall be removed and the stock shall be freely transferable, regardless of whether the conditions set forth in the relevant restricted stock agreements have been satisfied in full. (b) Upon written notice given by the Executive to the Company prior to the receipt of any payment pursuant to Section 5(a) hereof, the Executive, at his sole option, without reduction to reflect the present value of such amounts as aforesaid, may elect to have all or any of the Severance Payment payable pursuant to Section 5(a)(i) hereof paid to him on a quarterly or monthly basis during the remainder of the Period of Employment. (c) There shall be no right of set-off or counterclaim in respect of any claim, debt or obligation against any payment to or benefit for the Executive provided for in this Agreement. (d) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment required to be made hereunder on a timely basis, the Company shall pay interest on the amount thereof at an annualized rate of interest equal to the then-applicable Discount Rate or, if lesser, the highest rate allowed by applicable usury laws.

Severance Compensation. (a) If, following the occurrence of a Change of in Control, the Executive is Terminated by Company shall terminate the Company Executive’s employment during the Severance Period of Employment other than in the circumstances set forth in pursuant to Section 2(a)(i), 2(a)(ii), or 2(a)(iii)4(a) hereof, or if the Executive Terminates for Good Reason: (ishall terminate his employment pursuant to Section 4(b) The hereof, the Company will shall pay to the Executive the amounts specified in this Section 5(a) and, if required to be paid in a lump sum in cash sum, the Company shall pay such amounts within five (5) business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination an amount (the "Severance Payment"“Termination Date”) equal to that the sum Executive’s employment is terminated (the effective date of (A) 2.5 times the sum of Base Pay and Commission Pay at the highest rates in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rates in effect at any time within the 90-day period preceding which shall be the date of the first occurrence of a Change of Control, plus (B) an amount equal to 2.5 times the greatest amount of Incentive Pay received termination or such other date that may be specified by the Executive during any year from and including if the third year prior termination is pursuant to the first occurrence of a Change of ControlSection 4(b) hereof), plus (C) an amount equal to 2.5 times the matching contribution that would be made by the Company to the Scan-Opticsprovided that, Inc. Retirement Savings Plan if on the Executive's behalf if Termination Date the Executive deferred under such Plan four percent is a Key Employee (adjusted for any applicable limitation under as defined in Section 409A of the Internal Revenue Code of 1986, as amendedamended (the “Code”) and Section 416(i) of the sum of Base Pay, Commission Pay and Incentive Pay Code (at the rates used in (Awithout regard to paragraph 5 thereof)) and (B) above) or such higher percentage as may then if the payments to be eligible for Company matching contributions, plus (D) an amount equal to the value (determined as of the Date of Termination and assuming exercisability as of such date) of all options granted made to the Executive hereunder are subject to acquire Company common stock that will not become exercisable as a result of Executive's Termination; and (ii) For two years following the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs Section 409A of the Company that provide medical, prescription, dental, disability, accident or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereofCode, the Company shall acquire individual insurance policies providing comparable coverage for pay such amounts on the first day of the seventh month following the Termination Date (or, if earlier, as soon as practicable after the date of the Executive; provided that if ’s death): (i) In lieu of any such individual coverage is unavailablefurther payments to the Executive for periods subsequent to the Termination Date, the Company shall pay to the Executive Executive, a lump sum payment in an amount equal to two times the contributions that would have been made by the Company for such coverage on sum of (A) the Executive's behalf if ’s Base Pay (at the Executive had remained in the employ greater of the Company for highest rate in effect either immediately preceding the occurrence of the Change in Control or during the Period of Employment), plus (B) the Executive’s Incentive Pay (calculated in accordance with the provisions of Section 3(a) hereof). (ii) (A) For a period of two years following the Termination Date (the “Final Separation Period”) the Company shall arrange to provide the Executive with Employee Benefits (other than (I) the retirement income, supplemental executive retirement and other benefits described in (iii) below, (II) the Company’s matching contributions under the 401(k) Plan described in (iv) below and (III) stock option, stock purchase, stock appreciation and similar compensatory benefits) substantially similar to those which the Executive was receiving or entitled to receive immediately prior to the Termination Date (and if and to the extent the Company determines in the exercise of Terminationits reasonable judgment after consultation with nationally recognized legal counsel, that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company, then the Company shall itself pay or provide for the payment to the Executive, his dependents and beneficiaries, such Employee Benefits); provided, however, that any such payment by the Company that is less beneficial to the Executive or the Executive’s beneficiaries and dependents from a tax perspective shall be increased appropriately to reflect the loss to the Executive or the Executive’s dependents and beneficiaries.

Severance Compensation. (a) If, following the occurrence of a Change of in Control, the Executive is Terminated by Company or Subsidiary terminates the Company Executive’s employment during the Severance Period other than in the circumstances set forth in pursuant to Section 2(a)(i3(a)(i), 2(a)(ii), 3(a)(ii) or 2(a)(iii3(a)(iii), or if the Executive Terminates for Good Reason: (i) The terminates the Executive’s employment pursuant to Section 3(b), provided that the Executive executes a release substantially in the form attached hereto as Exhibit A, the Company will pay to the Executive in a lump sum in cash Executive, within five business days after the Termination Date, a lump sum payment in an amount equal to two (2) times the sum of (A) Base Pay (at the highest rate in effect for any period within three years prior to the Termination Date), plus (B) Incentive Pay (in an amount equal to not less than the average of the annual bonuses paid to the Executive over the two year period immediately preceding the Termination Date), plus a lump sum payment equal to 24 times the amount then in effect for monthly health care COBRA premiums divided by 0.60; provided, however, that if these payments would occur at a time that is later than two and one half months after the year in which such payment became no longer subject to a substantial risk of forfeiture, the Executive will receive payment of the amounts described in Section 4(a) upon the earlier of (i) six months following the Executive’s “separation from service” with the Company (as such phrase is defined in Section 409A of the Code) or (ii) the Executive’s death. (b) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the “prime rate” as set forth from time to time during the relevant period in The Wall Street Journal “Money Rates” column. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date on which of such change. (c) Unless otherwise expressly provided by the applicable plan, program or agreement, after the occurrence of a Change in Control, the Company receives will pay in cash to the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination an Executive a lump sum amount (the "Severance Payment") equal to the sum of (Ai) 2.5 times any unpaid incentive compensation that has been earned, accrued, allocated or awarded to the sum Executive for any performance period ending prior to the Termination Date (regardless of Base Pay and Commission Pay at whether payment of such compensation is contingent on the highest rates in effect at any time within continuing performance of services by the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rates in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of ControlExecutive), plus (Bii) an amount equal to 2.5 times the greatest amount value of Incentive Pay received by the Executive during any year from annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including the third year prior any equity-based compensation or compensation provided under a qualified plan) earned, accrued, allocated or awarded with respect to the first occurrence of a Executive’s service during the performance period or periods that includes the date on which the Change of Control, plus (C) an amount equal to 2.5 times the matching contribution that would in Control occurred. Such payment will be made by at the Company earlier of (x) the date prescribed for payment pursuant to the Scan-Opticsapplicable plan, Inc. Retirement Savings Plan on program or agreement, and (y) within five business days after the Executive's behalf if Termination Date. In the Executive deferred under such Plan four percent case of clauses (adjusted for any applicable limitation under the Internal Revenue Code of 1986, as amended) of the sum of Base Pay, Commission Pay and Incentive Pay (at the rates used in (Ai) and (B) above) or such higher percentage as may then ii), any applicable vesting requirements will be eligible for Company matching contributions, plus (D) an amount equal to the value (determined as of the Date of Termination and assuming exercisability as of such date) of all options granted to the Executive to acquire Company common stock that will not become exercisable as a result of Executive's Termination; and (ii) For two years following the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription, dental, disability, accident or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Terminationdisregarded. In the event that such continued participation is not allowed under the terms and provisions case of such plans or programs, then in lieu thereofclause (ii), the Company shall acquire individual insurance policies providing comparable coverage for amount will be calculated at the plan target or payout rate, prorated on the basis of the number of days of the Executive; provided that if any such individual coverage is unavailable, ’s participation during the Company shall applicable performance period to which the incentive pay to the Executive an amount equal to the contributions that would have been made related divided by the Company for aggregate number of days in such coverage on performance period, taking into account service rendered through the Executive's behalf if the Executive had remained in the employ of the Company for two years following the Date of Terminationpayment date.

Severance Compensation. (a) If, following the occurrence of a Change of in Control, the Executive is Terminated by Company shall terminate the Company Executive's employment during the Severance Period of Employment other than in the circumstances set forth in pursuant to Section 2(a)(i), 2(a)(ii), or 2(a)(iii)4(a) hereof, or if the Executive Terminates for Good Reason: (ishall terminate his employment pursuant to Section 4(b) The Company will pay to the Executive in a lump sum in cash within five business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination an amount (the "Severance Payment") equal to the sum of (A) 2.5 times the sum of Base Pay and Commission Pay at the highest rates in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rates in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, plus (B) an amount equal to 2.5 times the greatest amount of Incentive Pay received by the Executive during any year from and including the third year prior to the first occurrence of a Change of Control, plus (C) an amount equal to 2.5 times the matching contribution that would be made by the Company to the Scan-Optics, Inc. Retirement Savings Plan on the Executive's behalf if the Executive deferred under such Plan four percent (adjusted for any applicable limitation under the Internal Revenue Code of 1986, as amended) of the sum of Base Pay, Commission Pay and Incentive Pay (at the rates used in (A) and (B) above) or such higher percentage as may then be eligible for Company matching contributions, plus (D) an amount equal to the value (determined as of the Date of Termination and assuming exercisability as of such date) of all options granted to the Executive to acquire Company common stock that will not become exercisable as a result of Executive's Termination; and (ii) For two years following the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription, dental, disability, accident or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailablehereof, the Company shall pay to the Executive the amount specified in Section 5(a)(i) hereof within ten business days after the date (the "Termination 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 4(b) hereof): (i) In lieu of any further payments to the Executive for periods subsequent to the Termination Date, but without affecting the rights of the Executive referred to in Section 5(b) hereof, a lump sum payment (the "Severance Payment") in an amount equal to the contributions present value (using a discount rate required to be utilized for purposes of computations under Section 280G of the Code or any successor provision thereto, or if no such rate is so required to be used, a rate equal to the then-applicable interest rate prescribed by the Pension Benefit Guaranty Corporation for benefit valuations in connection with non-multiemployer pension plan terminations assuming the immediate commencement of benefit payments (the "Discount Rate")) of the sum of (A) the aggregate Base Pay (at the highest rate in effect during the Term prior to the Termination Date) for three years, plus (B) the aggregate Incentive Pay for three years (based upon the greatest amount of Incentive Pay paid or payable to the Executive for any year during the three calendar years preceding the year in which the Termination Date occurs); provided, however, that the Severance Payment shall be reduced so that the aggregate "present value" (as determined under Section 280G of the Code or any successor provision thereto) of the amount otherwise payable hereunder, when added to the "present value" (as determined under Section 280G of the Code or any successor provision thereto) of any other "parachute payments" (as that term is defined in Section 280G of the Code (without regard to Section 280G(b)(2)(A)(ii) thereof) or any successor provision thereto) from the Company shall not exceed an amount (the "299% Amount") equal to 299% of the Executive's "base amount" (as that term is defined in Section 280G of the Code or any successor provision thereto) so that no portion of such amounts received by the Executive shall be subject to the excise tax imposed by Section 4999 of the Code if and only if such reduction produces a better net after-tax position for the Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes) than the full payment of the Severance Payments and all other payments and benefits provided for in this Agreement or otherwise would have been made produced. (ii) The determination of whether any amount otherwise payable under Section 5(a)(i) causes the 299% Amount to be exceeded shall be made, if requested by the Executive or the Company, by tax counsel selected by the Company for and reasonably acceptable to the Executive. The costs of obtaining such coverage on determination shall be borne by the Company. The fact that the Executive shall have his right to the Severance Payment reduced as a result of the existence of the limitations contained in this Section 5(a) shall not limit or otherwise affect any rights of the Executive to any Employee Benefit, or other right arising other than pursuant to this Agreement. Without limiting the generality of the foregoing, upon the Executive's behalf if termination of employment as provided in this Section 5, the Company shall pay over to him all vested benefits to which he is entitled under and in accordance with the terms of the Company's employee savings, stock ownership, supplemental executive retirement and similar Plans in the event such payments are not otherwise made in accordance with the terms of such plans. (iii) Except to the extent that the payments or benefits pursuant to this Section 5(a)(iii) would result in a reduction of the amount of the Severance Payment because they would exceed the 299% Amount, (A) for the remainder of the Period of Employment the Company shall arrange to provide the Executive had remained in with Employee Benefits substantially similar to those which the employ Executive was receiving or entitled to receive immediately prior to the Termination Date (and if and to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company solely due to the fact that the Executive is no longer an officer or employee of the Company, then the Company shall itself pay or provide for two years the payment to the Executive, his dependents and beneficiaries, such Employee Benefits) and (B) without limiting the generality of the foregoing, the remainder of the Period of Employment shall be considered service with the Company for the purpose of service credits under the Company's retirement income, supplemental executive retirement and other benefit plans of the Company applicable to the Executive or his beneficiaries immediately prior to the Termination Date. Without otherwise limiting the purposes or effect of Section 6 hereof, Employee Benefits payable to the Executive pursuant to this Section 5(a)(iii) by reason of any "welfare benefit plan" of the Company (as the term "welfare benefit plan" is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during such period following the Executive's Termination Date until the expiration of Terminationthe Period of Employment. (iv) Notwithstanding any provision of the Section 5(a) to the contrary, in the event the benefits intended to be provided to the Executive pursuant to Section 5(a)(iii) hereof are required to be reduced in whole or in part because the value of such Employee Benefits, when added to the amount of the Severance Payment under Section 5(a)(i), would exceed 299% Amount, the Executive shall have the option to elect to receive, in lieu of all or a portion of the Severance Payment provided in Section 5(a)(i) hereof, one or more Employee Benefits, provided that (A) prior to the receipt of any payment under Section 5(a)(i) hereof, the Executive Benefit or Employee Benefits so elected to be received, and (B) in no event shall the "aggregate present value of the payments in the nature of "compensation" (as that phrase is used in Section 280G of the Code) received by the Executive as a result of the receipt of such Employee Benefits, when added to the remaining portion of the Severance Payment, if any, to be received by the Executive, exceed the 299% Amount. (v) In addition to all other compensation due to the Executive, the following shall occur immediately following the occurrence of a Change in Control: (A) all Company stock options held by the Executive immediately prior to a Change in Control, but excluding the Company stock option granted to the Executive with respect to 50,000 shares pursuant to the Southwest Bancorporation of Texas, Inc. 1996 Stock Option Plan on June 4, 2002, shall become fully exercisable, regardless of whether the vesting conditions set forth in the relevant stock option agreements have been satisfied in full; and (B) all restrictions on all restricted Company stock grants to the Executive outstanding immediately prior to a Change in Control, but excluding the restricted Company stock grant to the Executive with respect to 50,000 Restricted Shares made pursuant to the Southwest Bancorporation of Texas, Inc. Restricted Stock Plan on June 4, 2002, shall be removed and the stock shall be freely transferable, regardless of whether the conditions set forth in the relevant restricted stock agreements have been satisfied in full. (b) Upon written notice given by the Executive to the Company prior to the receipt of any payment pursuant to Section 5(a) hereof, the Executive, at his sole option, without reduction to reflect the present value of such amounts as aforesaid, may elect to have all or any of the Severance Payment payable pursuant to Section 5(a)(i) hereof paid to him on a quarterly or monthly basis during the remainder of the Period of Employment. (c) There shall be no right of set-off or counterclaim in respect of any claim, debt or obligation against any payment to or benefit for the Executive provided for in this Agreement. (d) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment required to be made hereunder on a timely basis, the Company shall pay interest on the amount thereof at an annualized rate of interest equal to the then-applicable Discount Rate or, if lesser, the highest rate allowed by applicable usury laws.

Severance Compensation. (a) If, following the occurrence of a Change of in Control, the Executive is Terminated by Company and its Subsidiaries shall terminate the Company Executive’s employment during the Severance Period of Employment other than in the circumstances set forth in pursuant to Section 2(a)(i), 2(a)(ii), or 2(a)(iii)4(a) hereof, or if the Executive Terminates for Good Reason: (ishall terminate his employment pursuant to Section 4(b) The Company will pay to the Executive in a lump sum in cash within five business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination an amount (the "Severance Payment") equal to the sum of (A) 2.5 times the sum of Base Pay and Commission Pay at the highest rates in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rates in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, plus (B) an amount equal to 2.5 times the greatest amount of Incentive Pay received by the Executive during any year from and including the third year prior to the first occurrence of a Change of Control, plus (C) an amount equal to 2.5 times the matching contribution that would be made by the Company to the Scan-Optics, Inc. Retirement Savings Plan on the Executive's behalf if the Executive deferred under such Plan four percent (adjusted for any applicable limitation under the Internal Revenue Code of 1986, as amended) of the sum of Base Pay, Commission Pay and Incentive Pay (at the rates used in (A) and (B) above) or such higher percentage as may then be eligible for Company matching contributions, plus (D) an amount equal to the value (determined as of the Date of Termination and assuming exercisability as of such date) of all options granted to the Executive to acquire Company common stock that will not become exercisable as a result of Executive's Termination; and (ii) For two years following the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription, dental, disability, accident or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailablehereof, the Company shall pay to the Executive the amount specified in Section 5(a)(i) hereof within five business days after the Termination Date (as that term is defined in Section 5(b)); provided, however, if the Executive is a “specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(i) and using the identification methodology selected by the Company from time to time), then amounts that otherwise would be payable pursuant to Sections 3(c), 5(a), 5(e) and 7(a) of this Agreement (as well as any other payment or benefit that the Executive is entitled to receive upon his separation from service and that would be considered to be deferred compensation under Section 409A of the Code) during the six-month period immediately following the Termination Date will instead be paid or made available on the earlier of the first day of the seventh month following the Executive’s Termination Date and the Executive’s death: (i) In lieu of any further payments to the Executive for periods subsequent to the Termination Date, but without affecting the rights of the Executive referred to in Section 5(b) hereof, a lump sum payment (the “Severance Payment”) in an amount equal to two times the Base Pay of the Executive. (ii) Commencing the Termination Date and continuing until the earlier of (i) the expiration of the first anniversary of the Termination Date, (ii) the Executive’s death, or (iii) the Executive’s attainment of age 65 (the “Benefits Period”), the Company shall continue to provide the Executive with medical, dental, vision, and prescription drug benefits (collectively “health benefits”) and life insurance benefits substantially similar to those which the Executive was receiving or entitled to receive immediately prior to the Termination Date (and if and to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or its Subsidiaries solely due to the fact that the Executive is no longer an officer or employee of the Company and its Subsidiaries, then the Company shall itself pay or provide for the payment to the Executive, his dependents and beneficiaries, such health benefits and life insurance benefits). The Executive shall pay the cost, on an after-tax basis, for the continued health benefit coverage, on or about January 31 of the year following the year in which the Termination Date occurs and continuing on or about each January 31 until the year following the last year of the Benefits Period, and, subject to the first paragraph of this Section 5(a), concurrently therewith the Company will make a payment to the Executive such that, after payment of all taxes incurred by the Executive as a result of the Executive’s receipt of the continued health benefit coverage and payment by the Company, the Executive retains an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's behalf if amount the Executive had remained paid during the immediately preceding calendar year for the health benefit coverage described in this Section. Without otherwise limiting the employ purposes or effect of Section 6 hereof, benefits payable to the Executive pursuant to this Section 5(a)(ii) by reason of any “welfare benefit plan” of the Company for two years following (as the Date term “welfare benefit plan” is defined in Section 3(1) of Terminationthe Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Benefits Period.

Severance Compensation. (a) IfIf the Company shall terminate the Executive's employment during the Term other than pursuant to Section 6(a)(i), following the occurrence of a Change of Control6(a)(ii) or 6(a)(iii), if the Executive is Terminated by the Company during the Severance Period other than in the circumstances set forth in shall terminate his employment pursuant to Section 2(a)(i), 2(a)(ii), or 2(a)(iii6(b), or if the Company shall give Executive Terminates for Good Reason: (i) The Company will pay to the Executive in a lump sum in cash within five business written notice not later than 90 days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination an amount (the "Severance Payment") equal to the sum of (A) 2.5 times the sum of Base Pay and Commission Pay at the highest rates in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rates in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, plus (B) an amount equal to 2.5 times the greatest amount of Incentive Pay received by the Executive during any year from and including the third year prior to the first occurrence third anniversary or any subsequent anniversary of a Change this Agreement of Control, plus (C) an amount equal to 2.5 times the matching contribution that would be made by the Company to the Scannon-Optics, Inc. Retirement Savings Plan on the Executive's behalf if the Executive deferred under such Plan four percent (adjusted for any applicable limitation under the Internal Revenue Code renewal of 1986, as amended) of the sum of Base Pay, Commission Pay and Incentive Pay (at the rates used in (A) and (B) above) or such higher percentage as may then be eligible for Company matching contributions, plus (D) an amount equal to the value (determined as of the Date of Termination and assuming exercisability as of such date) of all options granted to the Executive to acquire Company common stock that will not become exercisable as a result of Executive's Termination; and (ii) For two years following the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription, dental, disability, accident or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailablethis Agreement, the Company shall pay to the Executive the amount specified herein upon the later of (i) five business days after the Termination Date or date of expiration of this Agreement, as the case may be, and (ii) the effective date of a release executed by the Executive and the Company in the form attached hereto as Exhibit B. In lieu of any further payments to the Executive for periods subsequent to the Termination Date or such expiration date, the Company shall make a lump sum payment (the "Severance Payment"), in an amount equal to 100% of the sum of (1) the greater of (A) any amounts of Base Pay relating to the first three years of the Term not paid prior to the Termination Date, and (B) an amount equal to the contributions that would have been aggregate annual Base Pay (at the highest rate in effect for any year prior to the Termination Date), (2) the aggregate Incentive Pay (based upon the greatest amount of Incentive Pay paid or payable to the Executive for any year prior to the Termination Date), and (3) the aggregate sum of the reasonable transportation expenses for relocating Executive and his immediate family to the United States. (b) There shall be no right of set-off or counterclaim in respect of any claim, debt or obligation against any payment to or benefit for the Executive provided for in this Agreement. (c) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment required to be made hereunder on a timely basis, the Company shall pay interest on the amount thereof at an annualized rate of interest equal to the then-applicable interest rate prescribed by the Company Pension Benefit Guarantee Corporation for such coverage on benefit valuations in connection with non-multiemployer pension plan terminations assuming the Executive's behalf if the Executive had remained in the employ immediate commencement of the Company for two years following the Date of Terminationbenefit payments.

Severance Compensation. (a) If, following the occurrence of a Change of in Control, the Executive is Terminated by Company shall terminate the Company Executive's employment during the Severance Period of Employment other than in the circumstances set forth in pursuant to Section 2(a)(i), 2(a)(ii), or 2(a)(iii)4(a) hereof, or if the Executive Terminates for Good Reason: (ishall terminate his employment pursuant to Section 4(b) The Company will pay to the Executive in a lump sum in cash within five business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination an amount (the "Severance Payment") equal to the sum of (A) 2.5 times the sum of Base Pay and Commission Pay at the highest rates in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rates in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, plus (B) an amount equal to 2.5 times the greatest amount of Incentive Pay received by the Executive during any year from and including the third year prior to the first occurrence of a Change of Control, plus (C) an amount equal to 2.5 times the matching contribution that would be made by the Company to the Scan-Optics, Inc. Retirement Savings Plan on the Executive's behalf if the Executive deferred under such Plan four percent (adjusted for any applicable limitation under the Internal Revenue Code of 1986, as amended) of the sum of Base Pay, Commission Pay and Incentive Pay (at the rates used in (A) and (B) above) or such higher percentage as may then be eligible for Company matching contributions, plus (D) an amount equal to the value (determined as of the Date of Termination and assuming exercisability as of such date) of all options granted to the Executive to acquire Company common stock that will not become exercisable as a result of Executive's Termination; and (ii) For two years following the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription, dental, disability, accident or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailablehereof, the Company shall pay to the Executive the amount specified in Section 5(a)(i) hereof within ten business days after the date (the "Termination 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 4(b) hereof): (i) In lieu of any further payments to the Executive for periods subsequent to the Termination Date, but without affecting the rights of the Executive referred to in Section 5(b) hereof, a lump sum payment (the "Severance Payment") in an amount equal to the contributions present value (using a discount rate required to be utilized for purposes of computations under Section 280G of the Code or any successor provision thereto, or if no such rate is so required to be used, a rate equal to the then-applicable interest rate prescribed by the Pension Benefit Guaranty Corporation for benefit valuations in connection with non-multiemployer pension plan terminations assuming the immediate commencement of benefit payments (the "Discount Rate")) of the sum of (A) the aggregate Base Pay (at the highest rate in effect during the Term prior to the Termination Date) for three years, plus (B) the aggregate Incentive Pay for three years (based upon the greatest amount of Incentive Pay paid or payable to the Executive for any year during the three calendar years preceding the year in which the Termination Date occurs); provided, however, that the Severance Payment shall be reduced so that the aggregate "present value" (as determined under Section 280G of the Code or any successor provision thereto) of the amount otherwise payable hereunder, when added to the "present value" (as determined under Section 280G of the Code or any successor provision thereto) of any other "parachute payments" (as that term is defined in Section 280G of the Code (without regard to Section 280G(b)(2)(A)(ii) thereof) or any successor provision thereto) from the Company, shall not exceed an amount (the "299% Amount") equal to 299% of the Executive's "base amount" (as that term is defined in Section 280G of the Code or any successor provision thereto) so that no portion of such amounts received by the Executive shall be subject to the excise tax imposed by Section 4999 of the Code if and only if such reduction produces a better net after-tax position for the Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes) than the full payment of the Severance Payments and all other payments and benefits provided for in this Agreement or otherwise would have been made produced. (ii) The determination of whether any amount otherwise payable under Section 5(a)(i) causes the 299% Amount to be exceeded shall be made, if requested by the Executive or the Company, by tax counsel selected by the Company for and reasonably acceptable to the Executive. The costs of obtaining such coverage on determination shall be borne by the Company. The fact that the Executive shall have his right to the Severance Payment reduced as a result of the existence of the limitations contained in this Section 5(a) shall not limit or otherwise affect any rights of the Executive to any Employee Benefit, or other right arising other than pursuant to this Agreement. Without limiting the generality of the foregoing, upon the Executive's behalf if termination of employment as provided in this Section 5, the Company shall pay over to him all vested benefits to which he is entitled under and in accordance with the terms of the Company's employee savings, stock ownership, supplemental executive retirement and similar Plans in the event such payments are not otherwise made in accordance with the terms of such plans. (iii) Except to the extent that the payments or benefits pursuant to this Section 5(a)(iii) would result in a reduction of the amount of the Severance Payment because they would exceed the 299% Amount, (A) for the remainder of the Period of Employment the Company shall arrange to provide the Executive had remained in with Employee Benefits substantially similar to those which the employ Executive was receiving or entitled to receive immediately prior to the Termination Date (and if and to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company solely due to the fact that the Executive is no longer an officer or employee of the Company, then the Company shall itself pay or provide for two years the payment to the Executive, his dependents and beneficiaries, such Employee Benefits) and (B) without limiting the generality of the foregoing, the remainder of the Period of Employment shall be considered service with the Company for the purpose of service credits under the Company's retirement income, supplemental executive retirement and other benefit plans of the Company applicable to the Executive or his beneficiaries immediately prior to the Termination Date. Without otherwise limiting the purposes or effect of Section 6 hereof, Employee Benefits payable to the Executive pursuant to this Section 5(a)(iii) by reason of any "welfare benefit plan" of the Company (as the term "welfare benefit plan" is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during such period following the Executive's Termination Date until the expiration of Terminationthe Period of Employment. (iv) Notwithstanding any provision of the Section 5(a) to the contrary, in the event the benefits intended to be provided to the Executive pursuant to Section 5(a)(iii) hereof are required to be reduced in whole or in part because the value of such Employee Benefits, when added to the amount of the Severance Payment under Section 5(a)(i), would exceed 299% Amount, the Executive shall have the option to elect to receive, in lieu of all or a portion of the Severance Payment provided in Section 5(a)(i) hereof, one or more Employee Benefits, provided that (A) prior to the receipt of any payment under Section 5(a)(i) hereof, the Executive Benefit or Employee Benefits so elected to be received, and (B) in no event shall the "aggregate present value of the payments in the nature of compensation" (as that phrase is used in Section 280G of the Code) received by the Executive as a result of the receipt of such Employee Benefits, when added to the remaining portion of the Severance Payment, if any, to be received by the Executive, exceed the 299% Amount. (v) In addition to all other compensation due to the Executive, the following shall occur immediately following the occurrence of a Change in Control: (A) all Company stock options held by the Executive prior to a Change in Control shall become fully exercisable, regardless of whether or not the vesting conditions set forth in the relevant stock option agreements have been satisfied in full; and (B) all restrictions on any restricted Company stock granted to the Executive prior to a Change in Control shall be removed and the stock shall be freely transferable, regardless of whether the conditions set forth in the relevant restricted stock agreements have been satisfied in full. (b) Upon written notice given by the Executive to the Company prior to the receipt of any payment pursuant to Section 5(a) hereof, the Executive, at his sole option, without reduction to reflect the present value of such amounts as aforesaid, may elect to have all or any of the Severance Payment payable pursuant to Section 5(a)(i) hereof paid to him on a quarterly or monthly basis during the remainder of the Period of Employment. (c) There shall be no right of set-off or counterclaim in respect of any claim, debt or obligation against any payment to or benefit for the Executive provided for in this Agreement. (d) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment required to be made hereunder on a timely basis, the Company shall pay interest on the amount thereof at an annualized rate of interest equal to the then-applicable Discount Rate or, if lesser, the highest rate allowed by applicable usury laws.

Severance Compensation. (a) If, following the occurrence of a Change of Control, the Executive Executive's employment is Terminated terminated by the Company Corporation during the Severance Period other than in the circumstances set forth in Section 2(a)(i12(a)(i), 2(a)(ii12(a)(ii), or 2(a)(iii), 12(a)(iii) or if the Executive Terminates terminates his employment for Good Reason: (i) The Company Corporation will pay to the Executive in a lump sum in cash within five business days after the later of the date on which the Company he receives the determination of the Accounting Firm required in Section 4 14 hereof or the Date of Termination an amount (the "Severance Payment") equal to the sum of (A) 2.5 times the sum of Base Pay and Commission Pay at the highest rates rate in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rates rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, plus (B) an amount equal to 2.5 times the greatest amount of Incentive Pay received by the Executive during any year from and including the third year prior to the first occurrence of a Change of Control, plus (C) an amount equal to 2.5 times the matching contribution that would be made by the Company Corporation to the Scan-Optics, Inc. Retirement Savings Plan on the Executive's behalf if the Executive deferred under such Plan four percent (adjusted for any applicable limitation under the Internal Revenue Code of 1986, as amended) of the sum of Base Pay, Commission Pay and Incentive Pay (at the rates used in (A) and (B) above) or such higher percentage as may then be eligible for Company Corporation matching contributions, plus (D) an amount equal to the value (determined as of the Date of Termination and assuming exercisability as of such date) of all options granted to the Executive to acquire Company Corporation common stock that will not become exercisable as a result of Executive's Terminationtermination; and (ii) For two years following the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company Corporation that provide medical, prescription, dental, disability, accident or and life insurance coverage, with the costs of such participation to be paid by the Company Corporation to the same extent as prior to the Executive's Terminationtermination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company Corporation shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company Corporation shall pay to the Executive an amount equal to the contributions that would have been made by the Company Corporation for such coverage on the Executive's behalf if the Executive had remained in the employ of the Company Corporation for two years following the Date of Termination. (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 Section 13. (c) Without limiting the rights of the Executive at law or in equity, if the Corporation fails to make any payment or provide any benefit required to be made or provided under this Agreement on a timely basis, the Corporation will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite "prime rate" as quoted from time to time during the relevant period in the Northeast Edition of The Wall Street Journal. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change. (d) Notwithstanding any other provision hereof, the parties' respective rights and obligations under this Section 13 and under Sections 14 and 16 will survive any termination or expiration of this Agreement following a Change of Control or any termination of employment following a Change of Control for any reason whatsoever.