Common use of Severance Payments Clause in Contracts

Severance Payments. 6.1 If the Executive's employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("Severance Payments") and Section 6.2, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A hereto. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person or (iii) during the Term the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason of the divestiture of a facility, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which the Executive is affiliated, notwithstanding the fact that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreement.

Severance Payments. 6.1 If the Executive's employment is terminated following a Change in Control of the Company and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("Severance Payments") and Section 6.2, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A hereto. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated following a Change in Control of the Company by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's employment is terminated by the Company without Cause following a Potential Change in Control of the Company but prior to a Change in Control of the Company (whether or not a Change in Control of the Company ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in ControlControl of the Company, (ii) during the Term the Executive terminates his employment for Good Reason following a Potential Change in Control of the Company but prior to a Change in Control of the Company (whether or not a Change in Control of the Company ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person or (iii) during the Term the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control of the Company (whether or not a Change in Control of the Company ever occurs). An Executive will not be considered to have been terminated by reason of the divestiture of a facility, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which the Executive is affiliated, notwithstanding the fact that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreement.

Severance Payments. 6.1 a. If the Executive's ’s employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then then, the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 6 ("“Severance Payments"”) and Section 6.27, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A hereto. For purposes of this Agreement, the Executive's ’s employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's ’s employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in ControlControl (an “Acquiring Person”), (ii) during the Term the Executive terminates his employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person an Acquiring Person, or (iii) during the Term the Executive's ’s employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason For purposes of any determination regarding the applicability of the divestiture of a facilityimmediately preceding sentence, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which any position taken by the Executive is affiliated, notwithstanding shall be presumed to be correct unless the fact Company establishes to the Board by clear and convincing evidence that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive position is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreementnot correct.

Severance Payments. 6.1 If (i) the Executive's employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then or (ii) the Executive voluntarily terminates his employment for any reason during the one-month period commencing on the first anniversary of the Change in Control, then, the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("Severance Payments") and Section 6.2, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A hereto. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person described in clause (i), or (iii) during the Term the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason For purposes of any determination regarding the applicability of the divestiture of a facilityimmediately preceding sentence, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which any position taken by the Executive is affiliated, notwithstanding shall be presumed to be correct unless the fact Company establishes to the Committee by clear and convincing evidence that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive position is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreementnot correct.

Severance Payments. 6.1 If Subject to Section 6.2 hereof, if the Executive's ’s employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of the Executive’s death or Disability, or (C) by the Executive without Good ReasonReason (including Retirement by the Executive), then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("“Severance Payments") and Section 6.2”), in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A hereto. For purposes of this Agreement, the Executive's ’s employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's ’s employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person Person, or (iii) during the Term the Executive's ’s employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason For purposes of any determination regarding the applicability of the divestiture of a facilityimmediately preceding sentence, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which any position taken by the Executive is affiliated, notwithstanding shall be presumed to be correct unless the fact Company establishes by clear and convincing evidence that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive position is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreementnot correct.

Severance Payments. 6.1 If the Executive's employment is terminated Executive incurs a “separation from service” (within the meaning of Section 409A) following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("“Severance Payments"”) and Section 6.2, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A hereto. For purposes of this Agreement, the Executive's employment Executive shall be deemed to have been terminated incurred a separation from service following a Change in Control by the Company without Cause or by the Executive with Good Reason, Reason if (i) during the Term the Executive's ’s employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person Person, or (iii) during the Term the Executive's ’s employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive For purposes of Sections 5 and 6 of this Agreement (other than the last sentence of Section 6.2(A)), no payment that would otherwise be made and no benefit that would otherwise be provided upon a termination of employment will not be considered to have been terminated by reason made or provided unless and until such termination of the divestiture of employment is also a facility, sale or other disposition of a business or business unit, or the outsourcing of a business activity “separation from service,” as determined in accordance with which the Executive is affiliated, notwithstanding the fact that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreement.Section 409A.

Severance Payments. 6.1 a. If the Executive's employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then then, in any such case, the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 6 ("Severance Payments") and Section 6.27, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A hereto. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in ControlControl (an "Acquiring Person"), (ii) during the Term the Executive terminates his employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person an Acquiring Person, or (iii) during the Term the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason For purposes of any determination regarding the applicability of the divestiture of a facilityimmediately preceding sentence, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which any position taken by the Executive is affiliated, notwithstanding shall be presumed to be correct unless the fact Company establishes to the Board by clear and convincing evidence that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive position is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreementnot correct.

Severance Payments. 6.1 If The Employer shall pay the Executive's Employee the payments described in this Section 10.1 (the “Severance Payments”) upon the termination of the Employee’s employment is terminated following a Change in Control and during prior to the Term, other than (A) by end of the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("Severance Payments") and Section 6.2Change-in-Control Protective Period, in addition to any payments and benefits to which the Executive Employee is entitled under Section 5 Sections 5, 6, 7 and 8.1 hereof; provided, howeverunless such termination is (i) by the Employer for Cause, that (ii) by reason of death or Disability, or (iii) by the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A heretoEmployee without Good Reason. For purposes of this Agreement, the Executive's Employee’s employment shall be deemed to have been terminated by the Employer without Cause following a Change in Control by the Company without Cause or by the Executive Employee with Good ReasonReason following a Change in Control, as the case may be, if (iI) during the Term the Executive's Employee’s employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company Employer the consummation of which would constitute a Change in Control, (iiII) during the Term the Executive Employee terminates his employment for with Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person Person, or (iiiIII) during the Term the Executive's Employee’s employment is terminated by the Company Employer without Cause or by the Executive for Good Reason prior to a Change in Control (but following a Potential Change in Control) and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever which actually occurs). An Executive will not be considered to have been terminated by reason For purposes of any determination regarding the applicability of the divestiture of a facilityimmediately preceding sentence, sale or other disposition of a business or business unit, or any position taken by the outsourcing of a business activity with which Employee shall be presumed to be correct unless the Executive is affiliated, notwithstanding Employer establishes to the fact Committee by clear and convincing evidence that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive position is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreementnot correct.

Severance Payments. 6.1 If the Executive's ’s employment is terminated following a Change in Control and during the TermTerm (provided that such termination of employment constitutes a “separation from service” within the meaning of Section 409A of the Code), other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("“Severance Payments") and Section 6.2”), in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, provided that the Executive shall have properly executed, within forty-five (45) days of his Date of Termination, and not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed revoked a written customary general waiver and release substantially of claims in a form reasonably acceptable to the form set forth on Exhibit A heretoCompany. For purposes of this Agreement, the Executive's ’s employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's ’s employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person Person, or (iii) during the Term the Executive's ’s employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason For purposes of any determination regarding the applicability of the divestiture of a facilityimmediately preceding sentence, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which any position taken by the Executive is affiliated, notwithstanding shall be presumed to be correct unless the fact Company establishes to the Board by clear and convincing evidence that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive position is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreementnot correct.

Severance Payments. 6.1 If (i) the Executive's employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason,then, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("Severance Payments") and Section 6.2, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A hereto. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or 4 5 event which constitutes Good Reason occurs at the request or direction of such Person described in clause (i), or (iii) during the Term the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason For purposes of any determination regarding the applicability of the divestiture of a facilityimmediately preceding sentence, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which any position taken by the Executive is affiliated, notwithstanding shall be presumed to be correct unless the fact Company establishes to the Committee by clear and convincing evidence that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive position is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreementnot correct.

Severance Payments. 6.1 If the Executive's employment is terminated Executive incurs a “separation from service” (within the meaning of section 409A) following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("“Severance Payments"”) and Section 6.2, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A hereto. For purposes of this Agreement, the Executive's employment Executive shall be deemed to have been terminated incurred a separation from service following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's ’s employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person Person, or (iii) during the Term the Executive's ’s employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive For purposes of Section 5 and 6 of this Agreement (other than the last sentence of Section 6.2(A)), no payment that would otherwise be made and no benefit that would otherwise be provided upon a termination of employment will not be considered to have been terminated by reason made or provided unless and until such termination of the divestiture of employment is also a facility, sale or other disposition of a business or business unit, or the outsourcing of a business activity “separation from service,” as determined in accordance with which the Executive is affiliated, notwithstanding the fact that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreement.section 409A.

Severance Payments. 6.1 If the Executive's employment is terminated Executive incurs a “separation from service” (within the meaning of Section 409A) on or following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then, provided that the Executive executes a general release of claims in the form attached as Exhibit A hereto (the “Release”), and all applicable revocation periods relating to the release expire within 29 days following the Date of Termination, then the Company shall will pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("collectively, the “Severance Payments") and Section 6.2”), in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A hereto. For purposes of this AgreementAgreement (except for Section 6.1(B) below), the Executive's employment shall Executive will be deemed to have been terminated incurred a separation from service following a Change in Control by the Company without Cause or by the Executive with Good Reason, Reason if (i) during the Term the Executive's ’s employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his the Executive’s employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person Person, or (iii) during the Term the Executive's ’s employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason of the divestiture of a facility, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which the Executive is affiliated, notwithstanding the fact that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreement.

Severance Payments. 6.1 If Subject to Section 6.2 hereof, the Company shall pay the Executive the payments described in this Section 6.1 (the "Severance Payments") upon the termination of the Executive's employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason term of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("Severance Payments") and Section 6.2Agreement, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, howeverunless such termination is (i) by the Company for Cause, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event ii) by reason of the Executive's deathdeath or Disability, or (iii) by the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A heretoExecutive without Good Reason. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good ReasonReason following a Change in Control if, if following a Potential Change in Control, (i) during the Term the Executive's employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for with Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person Person, or (iii) during the Term the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason prior to a Change in Control and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever which actually occurs). An Executive will not be considered to have been terminated by reason For purposes of any determination regarding the applicability of the divestiture of a facilityimmediately preceding sentence, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which any position taken by the Executive is affiliated, notwithstanding shall be presumed to be correct unless the fact Company establishes to the Board by clear and convincing evidence that such divestiture, sale or outsourcing takes place within two years following a Change in Controlposition is not correct. Notwithstanding the foregoing, if the Executive is offered comparable terminates employment with the Company by means of a Discretionary Termination, he shall be entitled to 50% of the successor company and such successor company agrees to assume the Company's obligations to the Executive under this AgreementSeverance Benefits set forth in (A) - (F) below.

Severance Payments. 6.1 If Subject to Section 6.2 hereof, the Company or Nobel shall pay the Executive the payments described in this Section 6.1 (the "Severance Payments") upon the termination of the Executive's employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("Severance Payments") and Section 6.2, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, howeverunless such termination is (i) by the Company for Cause, that (ii) by reason of death, Disabili ty, or (iii) by the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A heretowithout Good Reason. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurswhich actually occurs during the Term of this Agreement) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for with Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurswhich actually occurs during the Term of this Agreement) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person Person, or (iii) during the Term the Executive's employment is terminated by the Company without Cause or by prior to a Change in Control and the Executive for Good Reason and reasonably demonstrates that such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control which actually occurs during the term of this Agreement. For purposes of any determination regarding the applicability of the immediately preceding sentence, any position taken by the Executive shall be presumed to be correct unless the Company establishes to the Committee by clear and convincing evidence that such position is not correct. In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive (whether under any employment agreement, severance plan or not otherwise), the Company or Nobel shall pay to the Executive a lump sum severance payment, in cash, equal to two times the higher of the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based and the Executive's annual base salary in effect immediately prior to the Change in Control. The multiple of "two" used in calculating the lump sum severance payment under the immediately preceding paragraph shall be subject to reduction as follows: The "two" shall stand for a deemed severance period of two years, which shall be reduced for any period of the Executive's employment by the Company which follows a Change in Control ever occursup to and including the Date of Termination hereunder (even if the Date of Termination is an extended Date of Termination pursuant to Section 7.3 hereof). An Executive will not be considered to have been terminated by reason of the divestiture of a facilityFor example, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which if the Executive terminates his employment for Good Reason and his Date of Termination is affiliated, notwithstanding 364 days after the fact that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive is offered comparable employment by the successor company multiple of "two" will be reduced to a multiple of "one and such successor company agrees to assume the Company's obligations to the Executive under this Agreement1/365".

Severance Payments. 6.1 a. If (i) the Executive's employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then or (ii) the Executive voluntarily terminates his employment for any reason during the one-month period commencing on the first anniversary of the Change in Control, then, in either such case, the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 6 ("Severance Payments") and Section 6.27, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A hereto. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person Person, or (iii) during the Term the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason For purposes of any determination regarding the applicability of the divestiture of a facilityimmediately preceding sentence, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which any position taken by the Executive is affiliated, notwithstanding shall be presumed to be correct unless the fact Company establishes to the Board by clear and convincing evidence that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive position is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreementnot correct.

Severance Payments. 6.1 If the Executive's ’s employment is terminated following a Change in Control and during the TermTerm (provided that such termination of employment constitutes a “separation from service” within the meaning of Section 409A of the Code), other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("“Severance Payments") and Section 6.2”), in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, provided that the Executive shall have properly executed, within forty-five (45) days of his or her Date of Termination, and not be entitled revoked a customary release of claims and covenant not to xxx in a form reasonably acceptable to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A heretoCompany. For purposes of this Agreement, the Executive's ’s employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's ’s employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his or her employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person Person, or (iii) during the Term the Executive's ’s employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason For purposes of any determination regarding the applicability of the divestiture of a facilityimmediately preceding sentence, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which any position taken by the Executive is affiliated, notwithstanding shall be presumed to be correct unless the fact Company establishes to the Board by clear and convincing evidence that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive position is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreementnot correct.

Severance Payments. 6.1 If (i) the Executive's employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then or (ii) the Executive voluntarily terminates his employment for any reason during the one-month period commencing on the first anniversary of the Change in Control, then, in either such case, the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("Severance Payments") and Section 6.2, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A hereto. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person Person, or (iii) during the Term the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason For purposes of any determination regarding the applicability of the divestiture of a facilityimmediately preceding sentence, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which any position taken by the Executive is affiliated, notwithstanding shall be presumed to be correct unless the fact Company establishes to the Board by clear and convincing evidence that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive position is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreementnot correct.

Severance Payments. 6.1 If (i) the Executive's employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disabilitydeath, or (C) by the Executive without Good Reason, then or (ii) the Executive voluntarily terminates his employment for any reason during the one-month period commencing on the first anniversary of the Change in Control, then, in either such case, the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("Severance Payments") and Section 6.2, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A hereto. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person Person, or (iii) during the Term the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason For purposes of any determination regarding the applicability of the divestiture of a facilityimmediately preceding sentence, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which any position taken by the Executive is affiliated, notwithstanding shall be presumed to be correct unless the fact Company establishes to the Committee by clear and convincing evidence that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive position is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreementnot correct.

Severance Payments. 6.1. The Company shall pay the Executive the payments described in this Section 6.1 If (the “Severance Payments”) upon the termination of the Executive's ’s employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason term of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("Severance Payments") and Section 6.2Agreement, in addition to any payments and benefits to which the Executive is entitled under Section Sections 5 and 8 hereof; provided, howeverunless such termination is (i) by the Company for Cause, that (ii) by reason of death or Disability, or (iii) by the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A heretowithout Good Reason. For purposes of this Agreement, the Executive's ’s employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, Reason following a Change in Control if (i) during the Term the Executive's ’s employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) which actually occurs during the term of this Agreement and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for with Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) which actually occurs during the term of this Agreement and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person or Person, (iii) during the Term the Executive's ’s employment is terminated by the Company without Cause or by the Executive for Good Reason prior to a Change in Control and the Executive reasonably demonstrates that such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control which actually occurs during the term of this Agreement; provided that any termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason within the six (whether or not 6) month period immediately preceding a Change in Control ever occurs). An Executive will not which actually occurs during the term of this Agreement shall be considered presumed to have been terminated be a termination by reason of the divestiture of a facility, sale Company without Cause or other disposition of a business or business unit, or the outsourcing of a business activity with which by the Executive is affiliated, notwithstanding the fact that such divestiture, sale or outsourcing takes place within two years for Good Reason following a Change in Control, if or (iv) the Executive Executive’s employment is offered comparable employment by terminated without Cause after a Potential Change in Control of the successor company and such successor company agrees to assume type described in paragraph (I) of the Company's obligations to the Executive under this Agreementdefinition of “Potential Change in Control”.

Severance Payments. 6.1 If Subject to Section 6.2 hereof, the Company or Nobel shall pay the Executive the payments described in this Section 6.1 (the "Severance Payments") upon the termination of the Executive's employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("Severance Payments") and Section 6.2, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, howeverunless such termination is (i) by the Company for Cause, that (ii) by reason of death, Disabili ty, or (iii) by the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A heretowithout Good Reason. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurswhich actually occurs during the Term of this Agreement) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for with Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurswhich actually occurs during the Term of this Agreement) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person Person, or (iii) during the Term the Executive's employment is terminated by the Company without Cause or by prior to a Change in Control and the Executive for Good Reason and reasonably demonstrates that such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control which actually occurs during the term of this Agreement. For purposes of any determination regarding the applicability of the immediately preceding sentence, any position taken by the Executive shall be presumed to be correct unless the Company establishes to the Committee by clear and convincing evidence that such position is not correct. In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive (whether under any employment agreement, severance plan or not otherwise), the Company or Nobel shall pay to the Executive a lump sum severance payment, in cash, equal to three times the higher of the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based and the Executive's annual base salary in effect immediately prior to the Change in Control. The multiple of "three" used in calculating the lump sum severance payment under the immediately preceding paragraph shall be subject to reduction as follows: The "three" shall stand for a deemed severance period of three years, which shall be reduced for any period of the Executive's employment by the Company which follows a Change in Control ever occursup to and including the Date of Termination hereunder (even if the Date of Termination is an extended Date of Termination pursuant to Section 7.3 hereof). An Executive will not be considered to have been terminated by reason of the divestiture of a facilityFor example, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which if the Executive terminates his employment for Good Reason and his Date of Termination is affiliated, notwithstanding 364 days after the fact that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive is offered comparable employment by the successor company multiple of "three" will be reduced to a multiple of "two and such successor company agrees to assume the Company's obligations to the Executive under this Agreement1/365".

Severance Payments. 6.1 If the Executive's employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the The Company shall pay the Executive the amountspayments, and provide the Executive the benefits, described in this Section 6.1 (the "Severance Payments") upon the termination of the Executive's employment following a Change in Control and Section 6.2during the Term, in addition to any the payments and benefits to which the Executive is entitled under described in Section 5 hereof; provided, howeverunless such termination is (i) by the Company for Cause, that (ii) by reason of death, Disability or Retirement, or (iii) by the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A heretowithout Good Reason. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, Reason if (iA) during the Term the Executive's employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, Control or (iiB) during the Term if the Executive terminates his employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person Person, or (iiiC) during the Term the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason For purposes of any determination regarding the applicability of the divestiture of a facilityimmediately preceding sentence, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which any position taken by the Executive is affiliated, notwithstanding shall be presumed to be correct unless the fact Company establishes to the Board by clear and convincing evidence that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive position is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations not correct. (A) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive including any payments under the Talen Energy Severance Benefits Plan or any similar plan, policy or procedure or arrangement, if eligible, or any employment agreement or arrangement between the Executive and the Company, to the extent provided in Section 11 of this Agreement., the Company shall pay to the Executive a lump sum severance payment, in cash, equal to three times the sum of (i) the Executive's base salary as in effect immediately prior to the Date of Termination or, if higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, and (ii) the Executive’s target annual cash bonus payable pursuant to any annual bonus or annual incentive plan maintained by the Company for the fiscal year in which occurs the Date of Termination or, if higher, immediately prior to the fiscal year in which occurs the first event or circumstance constituting Good Reason (including as an amount so paid any amount that would have been so paid but for the Executive's request that the amount not be paid). For purposes of determining the

Severance Payments. 6.1 If (i) the Executive's employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then or (ii) the Executive voluntarily terminates his employment for any reason during the one-month period commencing on the first anniversary of the Change in Control, then, the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("Severance Payments") and Section 6.2, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A hereto. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person described in clause (i), or (iii) during the Term the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason For purposes of any determination regarding the applicability of the divestiture of a facilityimmediately preceding sentence, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which any position taken by the Executive is affiliated, notwithstanding shall be presumed to be correct unless the fact Company establishes to the Committee by clear and convincing evidence that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive position is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations not correct. (A) In lieu of any further salary payments to the Executive under this Agreement.for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to three times the sum of (i) the Executive's base salary as in effect immediately prior to the Date of Termination or, if higher, in effect immediately prior to the first occurrence of an event or circumstance constituting

Severance Payments. 6.1 If Subject to Section 6.2 hereof, and subject to the limitations specified in Sections 15.G.V, 15.O, in the case of an impacted Executive which - provisions shall control over the provisions of these Sections 6.1 and 6.2 if the Executive's employment is terminated following a Change in Control or Potential Change in Control and during the Term, other than (A) by the Company Sierra for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company Sierra shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("Severance Payments") and Section 6.2), in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A hereto. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company Sierra without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's employment is terminated by the Company Sierra without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person Person, or (iii) during the Term the Executive's employment is terminated by the Company Sierra without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason For purposes of any determination regarding the applicability of the divestiture of a facilityimmediately preceding sentence, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which any position taken by the Executive is affiliated, notwithstanding shall be presumed to be correct undess the fact Company establishes to the Board by clear and convincing evidence that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive position is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreementnot correct.

Severance Payments. 6.1 a. If (i) the Executive's employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then or (ii) the Executive voluntarily terminates his employment for any reason during the one-month period commencing twelve (12) months following a Change in Control, then, in either such case, the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 6 ("Severance Payments") and Section 6.27, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A hereto. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in ControlControl (an "Acquiring Person"), (ii) during the Term the Executive terminates his employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person an Acquiring Person, or (iii) during the Term the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason For purposes of any determination regarding the applicability of the divestiture of a facilityimmediately preceding sentence, sale or other disposition of a business or business unit, or any position taken by the outsourcing of a business activity with which executive shall be presumed to be correct unless the Executive is affiliated, notwithstanding Company establishes to the fact Board by clear and convincing evidence that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive position is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreementnot correct.

Severance Payments. 6.1 If the Executive's ’s employment is terminated following a Change in Control and during the TermTerm (provided that such termination of employment constitutes a “separation from service” within the meaning of Section 409A of the Code), other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("“Severance Payments") and Section 6.2”), in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, provided that the Executive shall have properly executed, within forty-five (45) days of his Date of Termination, and not be entitled revoked a customary release of claims in a form reasonably acceptable to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A heretoCompany. For purposes of this Agreement, the Executive's ’s employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's ’s employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person Person, or (iii) during the Term the Executive's ’s employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason For purposes of any determination regarding the applicability of the divestiture of a facilityimmediately preceding sentence, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which any position taken by the Executive is affiliated, notwithstanding shall be presumed to be correct unless the fact Company establishes to the Board by clear and convincing evidence that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive position is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreementnot correct.

Severance Payments. 6.1 If the Executive's employment is terminated following a Change in Control and during the Term, other than (A) by the Company other than for Cause, or (B) by reason of death or Disability, or (C) by the Executive without with Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("Severance Payments") and Section 6.2, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, that if following a Change in Control and event occurs that -------- ------- gives the Executive the right to terminate his employment with the Company for Good Reason, the Executive shall not be entitled to receive the Severance Payments unless and until the Executive (or, benefits provided in the event Section 6.1(B) regardless of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A heretowhether such employment is terminated. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person Person, or (iii) during the Term the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason For purposes of any determination regarding the applicability of the divestiture of a facilityimmediately preceding sentence, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which any position taken by the Executive is affiliated, notwithstanding shall be presumed to be correct unless the fact Company establishes to the board by clear and convincing evidence that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive position is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreementnot correct.

Severance Payments. 6.1 If Subject to Section 6.2 hereof, the Company shall pay the Executive the payments described in this Section 6.1 (the "Severance Payments") upon the termination of the Executive's employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason term of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("Severance Payments") and Section 6.2Agreement, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, howeverunless such termination is (i) by the Company for Cause, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event ii) by reason of the Executive's deathdeath or Disability, or (iii) by the Executive without Good Reason. Without limiting the foregoing, if the Executive retires voluntarily without Good Reason, such retirement shall be considered a termination by the Executive without Good Reason; however, if the Company requires that the Executive retire or if the Executive retires voluntarily with Good Reason (in either case, other than on account of Cause or Disability) following a Change in Control and during the term of this Agreement, the executor, personal representative or administrator Executive shall receive Severance Payments according to the terms of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A heretothis Agreement. For purposes of this Agreement, if preceded by a Potential Change in Control, any of the following events shall be deemed to be a termination of the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if Reason following a Change in Control: (i) during the Term the Executive's employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of or pursuant to negotiations with, a Person who has entered into an agreement with the Company the consummation of which would will constitute a Change in Control, (ii) during the Term the Executive terminates his employment for with Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of of, or pursuant to negotiations with, such Person Person, or (iii) during the Term the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever which actually occurs). An Executive will not be considered to have been terminated by reason For purposes of any determination regarding the applicability of the divestiture of a facilityimmediately preceding sentence, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which any position taken by the Executive is affiliatedshall be presumed to be correct unless the Board determines, notwithstanding by an affirmative vote of not less than three-quarters (3/4) of the fact voting membership of the Board, that Cause has been established by clear and convincing evidence. In any Board deliberations or votes concerning a determination under this paragraph, Executive shall recuse himself from such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive is offered comparable employment by the successor company deliberations and such successor company agrees to assume the Company's obligations votes. In lieu of any further salary payments to the Executive under this Agreement.for periods subsequent to the Date of Termination and in lieu of any severance benefits otherwise payable to the Executive, the Company shall pay and/or provide to the Executive the following:

Severance Payments. 6.1 If Subject to Sections 6.2 and 16(A) hereof, if (i) the Executive's employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("“Severance Payments") and Section 6.2”), in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A hereto. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's employment is terminated by the Company without Cause following after the occurrence of a Potential Change in Control but and prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for Good Reason following after the occurrence of a Potential Change in Control but and prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person Person, or (iii) during the Term the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason after the occurrence of a Potential Change in Control and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason For purposes of any determination regarding the applicability of the divestiture of a facilityimmediately preceding sentence, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which any position taken by the Executive is affiliated, notwithstanding shall be presumed to be correct unless the fact Company establishes by clear and convincing evidence that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive position is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreementnot correct.

Severance Payments. 6.1 If the Executive's ’s employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disabilitydeath, or (C) by the Executive without Good Reason, then then, and only if within forty-five (45) days after the Date of Termination the Executive shall have executed a separation agreement containing a full general release of claims and covenant not to xxx, in the form provided by the Company, and such separation agreement shall not have been revoked within such time period, within sixty (60) days after the Date of Termination (or such later date as may be required pursuant to Section 12(c) herein), the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("Severance Payments") and Section 6.2, (“Severance Payments”) in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A hereto. For purposes of this Agreement, the Executive's ’s employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's ’s employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or of direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person Person, or (iii) during the Term the Executive's ’s employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason For purposes of any determination regarding the applicability of the divestiture of a facilityimmediately preceding sentence, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which any position taken by the Executive is affiliated, notwithstanding shall be presumed to be correct unless the fact Company establishes to the Committee by clear and convincing evidence that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive position is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreementnot correct.

Severance Payments. 6.1 6.1. If the Executive's ’s employment is terminated following a Change in Control and during the TermTerm (provided that such termination of employment constitutes a “separation from service” within the meaning of Section 409A of the Code), other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("“Severance Payments") and Section 6.2”), in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, provided that the Executive shall have properly executed, within forty-five (45) days of his Date of Termination, and not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed revoked a written customary general waiver and release substantially of claims in a form reasonably acceptable to the form set forth on Exhibit A heretoCompany. For purposes of this Agreement, the Executive's ’s employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's ’s employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person Person, or (iii) during the Term the Executive's ’s employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason For purposes of any determination regarding the applicability of the divestiture of a facilityimmediately preceding sentence, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which any position taken by the Executive is affiliated, notwithstanding shall be presumed to be correct unless the fact Company establishes to the Board by clear and convincing evidence that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive position is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreementnot correct.

Severance Payments. 6.1 If The Employer shall pay the ExecutiveEmployee the payments described in this Section 10.1 (the "Severance Payments") upon the termination of the Employee's employment is terminated following a Change in Control and during prior to the Term, other than (A) by end of the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("Severance Payments") and Section 6.2Change-in-Control Protective Period, in addition to any payments and benefits to which the Executive Employee is entitled under Section 5 Sections 5, 6, 7 and 8.1 hereof; provided, howeverunless such termination is (i) by the Employer for Cause, that (ii) by reason of death or Disability, or (iii) by the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A heretoEmployee without Good Reason. For purposes of this Agreement, the ExecutiveEmployee's employment shall be deemed to have been terminated by the Employer without Cause following a Change in Control by the Company without Cause or by the Executive Employee with Good ReasonReason following a Change in Control, as the case may be, if (iI) during the Term the ExecutiveEmployee's employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company Employer the consummation of which would constitute a Change in Control, (iiII) during the Term the Executive Employee terminates his employment for with Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person Person, or (iiiIII) during the Term the ExecutiveEmployee's employment is terminated by the Company Employer without Cause or by the Executive for Good Reason prior to a Change in Control (but following a Potential Change in Control) and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever which actually occurs). An Executive will not be considered to have been terminated by reason For purposes of any determination regarding the applicability of the divestiture of a facilityimmediately preceding sentence, sale or other disposition of a business or business unit, or any position taken by the outsourcing of a business activity with which Employee shall be presumed to be correct unless the Executive is affiliated, notwithstanding Employer establishes to the fact Committee by clear and convincing evidence that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive position is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreement.not correct. Exhibit 10.2

Severance Payments. 6.1 If The Employer shall pay the Executive's Employee the payments described in this Section 10.1 (the “Severance Payments”) upon the termination of the Employee’s employment is terminated following a Change in Control and during prior to the Term, other than (A) by end of the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("Severance Payments") and Section 6.2Change-in-Control Protective Period, in addition to any payments and benefits to which the Executive Employee is entitled under Section 5 Sections 5, 6, 7 and 8.1 hereof; provided, howeverunless such termination is (i) by the Employer for Cause, that (ii) by reason of death or Disability, or (iii) by the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A heretoEmployee without Good Reason. For purposes of this Agreement, the Executive's Employee’s employment shall be deemed to have been terminated by the Employer without Cause following a Change in Control by the Company without Cause or by the Executive Employee with Good ReasonReason following a Change in Control, as the case may be, if (iI) during the Term the Executive's Employee’s employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company Employer the consummation of which would constitute a Change in Control, (iiII) during the Term the Executive Employee terminates his employment for with Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event Exhibit 10.3 which constitutes Good Reason occurs at the request or direction of such Person Person, or (iiiIII) during the Term the Executive's Employee’s employment is terminated by the Company Employer without Cause or by the Executive for Good Reason prior to a Change in Control (but following a Potential Change in Control) and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever which actually occurs). An Executive will not be considered to have been terminated by reason For purposes of any determination regarding the applicability of the divestiture of a facilityimmediately preceding sentence, sale or other disposition of a business or business unit, or any position taken by the outsourcing of a business activity with which Employee shall be presumed to be correct unless the Executive is affiliated, notwithstanding Employer establishes to the fact Committee by clear and convincing evidence that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive position is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreementnot correct.

Severance Payments. 6.1 a. If the Executive's ’s employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then then, the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 6 ("“Severance Payments"”) and Section 6.27, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A hereto. For purposes of this Agreement, the Executive's ’s employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's ’s employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in ControlControl (an “Acquiring Person”), (ii) during the Term the Executive terminates his her employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person an Acquiring Person, or (iii) during the Term the Executive's ’s employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason For purposes of any determination regarding the applicability of the divestiture of a facilityimmediately preceding sentence, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which any position taken by the Executive is affiliated, notwithstanding shall be presumed to be correct unless the fact Company establishes to the Board by clear and convincing evidence that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive position is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreementnot correct.

Severance Payments. 6.1 If Subject to Section 6.2 hereof, if (i) the Executive's employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("Severance Payments") and Section 6.2, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A hereto. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's employment is terminated by the Company without Cause following after the occurrence of a Potential Change in Control but and prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for Good Reason following after the occurrence of a Potential Change in Control but and prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person Person, or (iii) during the Term the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason after the occurrence of a Potential Change in Control and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason For purposes of any determination regarding the applicability of the divestiture of a facilityimmediately preceding sentence, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which any position taken by the Executive is affiliated, notwithstanding shall be presumed to be correct unless the fact Company establishes by clear and convincing evidence that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive position is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreementnot correct.

Severance Payments. 6.1 If Subject to Section 6.2 hereof, if the Executive's ’s employment is terminated following a Change in Control and during the TermTerm (provided that such termination of employment constitutes a “separation from service” within the meaning of Section 409A of the Code), other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("“Severance Payments"”) and Section 6.26.2 hereof, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, provided that the Executive shall have properly executed, within forty-seven (45) days of his Date of Termination, and not be entitled revoked a customary release of claims in a form reasonably acceptable to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A heretoCompany. For purposes of this Agreement, the Executive's ’s employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's ’s employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person Person, or (iii) during the Term the Executive's ’s employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason For purposes of any determination regarding the applicability of the divestiture of a facilityimmediately preceding sentence, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which any position taken by the Executive is affiliated, notwithstanding shall be presumed to be correct unless the fact Company establishes to the Board by clear and convincing evidence that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive position is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreementnot correct.

Severance Payments. 6.1 5.1 If the Executive's ’s employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 5.1 ("“Severance Payments"”) and Section 6.25.2, in addition to any payments and benefits to which the Executive is entitled under Section 5 4 hereof; provided, however, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A hereto. For purposes of this Agreement, the Executive's ’s employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's ’s employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person (other than the Company) who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person Person, or (iii) during the Term the Executive's ’s employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered Notwithstanding anything to have been terminated by reason the contrary in this Agreement, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the divestiture Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Date of a facility, sale or other disposition Termination shall instead be paid on the first business day after the date that is six months following the Executive’s “separation from service” within the meaning of a business or business unit, or Section 409A of the outsourcing of a business activity with which the Executive is affiliated, notwithstanding the fact that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this AgreementCode.

Severance Payments. 6.1 If the Executive's employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("Severance Payments") and Section 6.2, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A hereto. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his her employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person or (iii) during the Term the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason of the divestiture of a facility, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which the Executive is affiliated, notwithstanding the fact that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreement.

Severance Payments. 6.1 If Subject to Section 6.2 hereof, if the Executive's ’s employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("“Severance Payments"”) and Section 6.26.2 hereof, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, provided that the Executive shall have properly executed and not be entitled revoked a customary release of claims in a form reasonably acceptable to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A heretoCompany. For purposes of this Agreement, the Executive's ’s employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's ’s employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person Person, or (iii) during the Term the Executive's ’s employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason For purposes of any determination regarding the applicability of the divestiture of a facilityimmediately preceding sentence, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which any position taken by the Executive is affiliated, notwithstanding shall be presumed to be correct unless the fact Company establishes to the Board by clear and convincing evidence that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive position is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreementnot correct.

Severance Payments. 6.1 a. If (i) the Executive's employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then or (ii) the Executive voluntarily terminates his employment for any reason during the one-month period commencing twelve (12) months following a Change in Control, then, in either such case, the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 6 ("Severance Payments") and Section 6.27, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A hereto. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in ControlControl (an "Acquiring Person"), (ii) during the Term the Executive terminates his employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person an Acquiring Person, or (iii) during the Term the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason For purposes of any determination regarding the applicability of the divestiture of a facilityimmediately preceding sentence, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which any position taken by the Executive is affiliated, notwithstanding shall be presumed to be correct unless the fact Company establishes to the Board by clear and convincing evidence that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive position is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreementnot correct.