Common use of Termination For Reasons Other Than Cause Clause in Contracts

Termination For Reasons Other Than Cause. In the event Employer terminates Employee prior to December 31, 2007 for reasons other than cause, Employee shall be entitled to a severance benefit equal to the greater of (i) the sum of the annual Base Salary in effect at the time of termination and the most recent payment to Employee under the Management Incentive Plan, payable in equal monthly or semi-monthly installments over the 12-month period following Employee's termination, or (ii) amounts of Base Salary and expected Management Incentive Plan payments that otherwise would have been payable through the balance of the unexpired term of this Agreement, payable in monthly or semi-monthly installments through the balance of the unexpired term of this Agreement. In addition, Employer shall: (iii) permit Employee to dispose of any restricted stock granted to Employee; (iv) treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's termination of employment; (v) fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "Supplemental Retirement Plan Agreement" between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's retired employees. Notwithstanding the foregoing, if Employer terminates Employee prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "Change of Control"), then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by payments made to Employee under paragraphs 6(a)(i) and (ii).

Termination For Reasons Other Than Cause. In the event Employer terminates Employee prior to December 31Employee’s employment during the Period of Employment or within 24 months following the expiration of the Period of Employment, 2007 for reasons other than “cause” (as defined in paragraph 3(d)), then Employee shall be entitled to a severance benefit equal to the greater of (i) 175 percent of the sum of the Employee’s annual Base Salary in effect at the time of termination and the most recent payment aggregate sum of all payments made to Employee under during the 12 months preceding Employee’s termination pursuant to the Management Incentive Plan, payable in equal monthly Plan (or semi-monthly installments over the 12-month period following Employee's terminationequivalent successor plan), or (ii) amounts of Base Salary and expected Management Incentive Plan (or equivalent successor plan) payments that otherwise would have been payable through the balance of the unexpired term of this Agreement. Unless Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), the benefit payable pursuant to this paragraph 3(e) shall be payable in monthly or semi-monthly equal biweekly installments through over the balance 12 month period that begins on the first day of the unexpired term month following Employee’s termination. If Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), then installment payments during the first six months of the 12 month installment period shall be limited to the extent required by Internal Revenue Code Section 409A, any unpaid installment amounts shall be paid immediately after such six-month period and installment payments due during the remaining six months shall be paid as scheduled. In addition to the cash benefits described in the foregoing of this Agreement. In additionparagraph 3(e), Employer shall: (iii) waive all restrictions on all CBSI stock previously granted to Employee and permit Employee to dispose of any restricted stock granted to Employeestock; and (iv) treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's ’s termination of employment; (v) fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "Supplemental Retirement Plan Agreement" between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's retired employees. Notwithstanding the foregoing, if Employer terminates Employee prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "Change of Control"), then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by any payments made to Employee under paragraphs 6(a)(i) and (ii)) of this Agreement and any payments made to Employee under any severance or similar plan, policy or program maintained by Employer.

Termination For Reasons Other Than Cause. In the event Employer terminates Employee prior to December 31Employee’s employment during the Period of Employment or within 12 months following the expiration of the Period of Employment, 2007 for reasons other than “cause” (as defined in paragraph 3(d)), or in the event that Employee terminates his employment with Employer during the Period of Employment for “good reason” (as defined in, and subject to the notice and right to cure provisions in, paragraph 6(d)), then Employee shall be entitled to a severance benefit equal to the greater of (i) 175 percent of the sum of the Employee’s annual Base Salary in effect at the time of termination and the most recent payment aggregate sum of all payments made to Employee under during the 12 months preceding Employee’s termination pursuant to the Management Incentive Plan, payable in equal monthly Plan (or semi-monthly installments over the 12-month period following Employee's terminationequivalent successor plan), or (ii) amounts of Base Salary and expected Management Incentive Plan (or equivalent successor plan) payments that otherwise would have been payable through the balance of the unexpired term of this Agreement. Unless Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), the benefit payable pursuant to this paragraph 3(e) shall be payable in monthly or semi-monthly equal biweekly installments through over the balance 12 month period that begins on the first day of the unexpired term month following Employee’s termination. If Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), then installment payments during the first six months of the 12 month installment period shall be limited to the extent required by Internal Revenue Code Section 409A, any unpaid installment amounts shall be paid immediately after such six-month period and installment payments due during the remaining six months shall be paid as scheduled. In addition to the cash benefits described in the foregoing of this Agreement. In additionparagraph 3(e), Employer shall: (iii) waive all restrictions on all CBSI stock previously granted to Employee and permit Employee to dispose of any restricted stock granted to Employeestock; and (iv) treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's ’s termination of employment; (v) fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "Supplemental Retirement Plan Agreement" between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's retired employees. Notwithstanding the foregoing, if Employer terminates Employee prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "Change of Control"), then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by any payments made to Employee under paragraphs paragraph 6(a)(i) of this Agreement. Payments under this paragraph 3(e) and (ii)payments under paragraph 6(a)(i) shall not be duplicated.

Termination For Reasons Other Than Cause. In the event If Employee is involuntarily replaced by Employer as President, Pennsylvania Banking for Community Bank System, Inc. and Community Bank, N.A. prior to December 31, 2007 for reasons other than cause, or if Employer terminates Employee prior to December 31, 2007 for reasons other than cause, then Employee shall be entitled to a severance benefit equal to the greater of (i) the sum of the annual Base Salary in effect at the time of termination and the most recent payment to Employee under the Management Incentive Plan, payable in equal monthly or semi-monthly installments over the 12-month period following Employee's termination, or (ii) amounts of Base Salary and expected Management Incentive Plan payments that otherwise would have been payable through the balance of the unexpired term of this Agreement, payable in monthly or semi-monthly installments through the balance of the unexpired term of this Agreement. In addition, Employer shall: (iii) permit Employee to dispose of any restricted stock granted to Employee; (iv) treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's termination of employment; (v) fully fund the grantor trust created to provide a source of funds to pay benefits payable pursuant to paragraph 1(i) of the separate "Supplemental Executive Retirement Plan Agreement" between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's retired former employees. Notwithstanding the foregoing, if Employer terminates Employee prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "Change of Control"), then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by payments made to Employee under paragraphs 6(a)(i) and (ii).

Termination For Reasons Other Than Cause. In the event Employer terminates Employee prior to December 31Employee’s employment during the Period of Employment, 2007 for reasons other than “cause” (as defined in paragraph 3(d)), or in the event that Employee terminates his employment with Employer during the Period of Employment for “good reason” (as defined in, and subject to the notice and right to cure provisions in, paragraph 6(d)), then Employee shall be entitled to a severance benefit equal to the greater of (i) 175 percent of the sum of the Employee’s annual Base Salary in effect at the time of termination and the most recent payment aggregate sum of all payments made to Employee under during the 12 months preceding Employee’s termination pursuant to the Management Incentive Plan, payable in equal monthly Plan (or semi-monthly installments over the 12-month period following Employee's terminationequivalent successor plan), or (ii) amounts 175 percent of the sum of Employee’s annual Base Salary salary in effect at the time of termination and expected the Employee’s Management Incentive Plan payments target bonus in effect at the time of termination. Unless Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), the benefit payable pursuant to this paragraph 3(e) shall be payable in equal biweekly installments over the 12 month period that otherwise would have been payable through begins on the balance first day of the unexpired term month following Employee’s termination. If Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), then installment payments during the first six months of the 12 month installment period shall be limited to the extent required by Internal Revenue Code Section 409A, any unpaid installment amounts shall be paid immediately after such six-month period and installment payments due during the remaining six months shall be paid as scheduled. ​ In addition to the cash benefits described in the foregoing of this Agreement, payable in monthly or semi-monthly installments through the balance of the unexpired term of this Agreement. In additionparagraph 3(e), Employer shall: (iii) waive all restrictions on all CBSI stock previously granted to Employee and permit Employee to dispose of any restricted stock granted to Employeestock; and (iv) treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's ’s termination of employment; (v) fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "Supplemental Retirement Plan Agreement" between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's retired employees. ​ Notwithstanding the foregoing, if Employer terminates Employee prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "Change of Control"), then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by any payments made to Employee under paragraphs paragraph 6(a)(i) of this Agreement. Payments under this paragraphs 3(e) and (ii)payments under paragraph 6(a)(i) shall not be duplicated.

Termination For Reasons Other Than Cause. In the event Employer terminates Employee prior to December 31, 2007 Employee’s employment during the Period of Employment or within 24 months following the expiration of the Period of Employment for reasons other than “cause” (as defined in paragraph 3(d)), or in the event that Employee terminates his employment with Employer during the Period of Employment for “good reason” (as defined in paragraphs 6(d)(i) or 6(d)(iii) and subject to the notice and right to cure provisions of paragraph 6(d)), then Employee shall be entitled to a severance benefit equal to the greater of (i) 200 percent of the sum of the Employee’s annual Base Salary in effect at the time of termination and the most recent payment aggregate sum of all payments made to Employee under during the 12 months preceding Employee’s termination pursuant to the Management Incentive Plan, payable in equal monthly Plan (or semi-monthly installments over the 12-month period following Employee's terminationequivalent successor plan), or (ii) amounts of Base Salary and expected Management Incentive Plan (or equivalent successor plan) payments that otherwise would have been payable through the balance of the unexpired term of this Agreement. Unless Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), the benefit payable pursuant to this paragraph 3(e) shall be payable in monthly or semiequal biweekly installments over the 12-monthly installments through month period that begins on the balance first day of the unexpired term month following Employee’s termination. If Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), then installment payments during the first six months of the 12-month installment period shall be limited to the extent required by Internal Revenue Code Section 409A, any unpaid installment amounts shall be paid immediately after such six-month period and installment payments due during the remaining six months shall be paid as scheduled. In addition to the cash benefits described in the foregoing of this Agreement. In additionparagraph 3(e), Employer shall: (iii) waive all restrictions on all CBSI stock previously granted to Employee and permit Employee to dispose of any such restricted stock granted to Employeestock; (iv) treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's ’s termination of employment; (v) to the extent permitted by Internal Revenue Code Section 409A, fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "“Supplemental Retirement Plan Agreement" ” between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's ’s retired employees. Notwithstanding the foregoing, if Employer terminates Employee prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "Change of Control"), then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by any payments made to Employee under paragraphs 6(a)(i) and (ii)) of this Agreement and by any payments made to Employee under any severance or similar plan, policy or program maintained by Employer.

Termination For Reasons Other Than Cause. In the event Employer terminates Employee Employee’s employment prior to December 31, 2007 2010 for reasons other than “cause” (as defined in paragraph 3(d)), then Employee shall be entitled to a severance benefit equal to the greater of (i) the sum of the Employee’s annual Base Salary in effect at the time of termination and the most recent payment aggregate sum of all payments made to Employee under during the 12 months preceding Employee’s termination pursuant to the Management Incentive Plan, payable in equal monthly Plan (or semi-monthly installments over the 12-month period following Employee's terminationequivalent successor plan), or (ii) amounts of Base Salary and expected Management Incentive Plan ( or equivalent successor plan) payments that otherwise would have been payable through the balance of the unexpired term of this Agreement. Unless Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), the benefit payable pursuant to this paragraph 3(e) shall be payable in monthly or semi-monthly equal biweekly installments through over the balance 12- month period that begins on the first day of the unexpired term month following Employee’s termination. If Employee is a ”specified employee” ( as determined in accordance with Internal Revenue Code Section 409A), then installment payments during the first six months of the 12-month installment period shall be limited to the extent required by Internal Revenue Code Section 409A, any unpaid installment amounts shall be paid immediately after such six-month period and installment payments due during the remaining six months shall be paid as scheduled. In addition to the cash benefit described in the foregoing of this Agreement. In additionparagraph 3(e), Employer shall: (iii) waive all restrictions on all restricted stock previously granted to Employee and permit Employee to dispose of any restricted stock granted to Employeestock; and (iv) treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's ’s termination of employment; (v) fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "Supplemental Retirement Plan Agreement" between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's retired employees. Notwithstanding the foregoing, if Employer terminates Employee prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "“Change of Control"), ”) then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by any payments made to Employee under paragraphs 6(a)(i) and (ii).

Termination For Reasons Other Than Cause. In the event Employer terminates Employee prior to December 31, 2007 Employee’s employment during the Period of Employment or within 12 months following the expiration of the Period of Employment for reasons other than “cause” (as defined in paragraph 3(d)), or in the event that Employee terminates his employment with Employer during the Period of Employment for “good reason” (as defined in, and subject to the notice and right to cure provisions in, paragraph 6(d)), then Employee shall be entitled to a severance benefit equal to the greater of (i) 200 percent of the sum of the Employee’s annual Base Salary in effect at the time of termination and the most recent payment aggregate sum of all payments made to Employee under during the 12 months preceding Employee’s termination pursuant to the Management Incentive Plan, payable in equal monthly Plan (or semi-monthly installments over the 12-month period following Employee's terminationequivalent successor plan), or (ii) amounts of Base Salary and expected Management Incentive Plan (or equivalent successor plan) payments that otherwise would have been payable through the balance of the unexpired term of this Agreement. Unless Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), the benefit payable pursuant to this paragraph 3(e) shall be payable in monthly or semiequal biweekly installments over the 12-monthly installments through month period that begins on the balance first day of the unexpired term month following Employee’s termination. If Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), then installment payments during the first six months of the 12-month installment period shall be limited to the extent required by Internal Revenue Code Section 409A, any unpaid installment amounts shall be paid immediately after such six-month period and installment payments due during the remaining six months shall be paid as scheduled. In addition to the cash benefits described in the foregoing of this Agreement. In additionparagraph 3(e), Employer shall: (iii) shall waive all restrictions on all CBSI stock previously granted to Employee and permit Employee to dispose of any such restricted stock granted to Employee; (iv) stock, as well as treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's ’s termination of employment; (v) fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "Supplemental Retirement Plan Agreement" between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's retired employees. Notwithstanding the foregoing, if Employer terminates Employee prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "Change of Control"), then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by any payments made to Employee under paragraphs paragraph 6(a)(i) of this Agreement. Payments under this paragraph 3(e) and (ii)payments under paragraph 6(a)(i) shall not be duplicated.

Termination For Reasons Other Than Cause. In the event Employer terminates Employee prior to December 31Employee’s employment during the Period of Employment or within 24 months following the expiration of the Period of Employment, 2007 for reasons other than “cause” (as defined in paragraph 3(d)), then Employee shall be entitled to a severance benefit equal to the greater of (i) 175 percent of the sum of the Employee’s annual Base Salary in effect at the time of termination and the most recent payment aggregate sum of all payments made to Employee under during the 12 months preceding Employee’s termination pursuant to the Management Incentive Plan, payable in equal monthly Plan (or semi-monthly installments over the 12-month period following Employee's terminationequivalent successor plan), or (ii) amounts of Base Salary and expected Management Incentive Plan (or equivalent successor plan) payments that otherwise would have been payable through the balance of the unexpired term of this Agreement. Unless Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), the benefit payable pursuant to this paragraph 3(e) shall be payable in monthly or semiequal biweekly installments over the 12-monthly installments through month period that begins on the balance first day of the unexpired term month following Employee’s termination. If Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), then installment payments during the first six months of the 12-month installment period shall be limited to the extent required by Internal Revenue Code Section 409A, any unpaid installment amounts shall be paid immediately after such six-month period and installment payments due during the remaining six months shall be paid as scheduled. In addition to the cash benefit described in the foregoing of this Agreement. In additionparagraph 3(e), Employer shall: (iii) waive all restrictions on all CBSI stock previously granted to Employee and permit Employee to dispose of any such restricted stock granted to Employeestock; and (iv) treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's ’s termination of employment; (v) fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "Supplemental Retirement Plan Agreement" between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's retired employees. Notwithstanding the foregoing, if Employer terminates Employee prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "Change of Control"), then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by any payments made to Employee under paragraphs 6(a)(i) and (ii)) of this Agreement and any payments made to Employee under any severance or similar plan, policy or program maintained by Employer.

Termination For Reasons Other Than Cause. In the event Employer terminates Employee prior to December 31, 2007 2012 for reasons other than cause, Employee shall be entitled to a severance benefit equal to the greater of (i) the sum of the annual Base Salary in effect at the time of termination and the most recent payment to Employee under the Management Incentive Plan, payable in equal monthly or semi-monthly installments over the 12-month period following Employee's termination, or (ii) amounts of Base Salary and expected Management Incentive Plan payments that otherwise would have been payable through the balance of the unexpired term of this Agreement. Unless Employee is a "specified employee" (as determined in accordance with Internal Revenue Code Section 409A), the benefit payable pursuant to this paragraph 3(e) shall be payable in monthly or semiequal biweekly installments over the 12-monthly installments through month period that begins on the balance first day of the unexpired term month following Employee's termination. If Employee is a "specified employee" (as determined in accordance with Internal Revenue Code Section 409A), then installment payments during the first six months of this Agreementthe 12-month installment period shall be limited to the extent required by Internal Revenue Code Section 409A, any unpaid installment amounts shall be paid immediately after such six-month period and installment payments due during the remaining six months shall be paid as scheduled. In addition, Employer shall: (iii) permit Employee to dispose of any restricted stock granted to Employee; and (iv) treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's termination of employment; (v) fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "Supplemental Retirement Plan Agreement" between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's retired employees. Notwithstanding the foregoing, if Employer terminates Employee prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "Change of Control"), ) then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by any payments made to Employee under paragraphs 6(a)(i) and (ii).

Termination For Reasons Other Than Cause. In the event Employer terminates Employee prior to December 31Employee’s employment during the Period of Employment or within 12 months following the expiration of the Period of Employment, 2007 for reasons other than “cause” (as defined in paragraph 3(d)), or in the event that Employee terminates his employment with Employer during the Period of Employment for “good reason” (as defined in, and subject to the notice and right to cure provisions in, paragraph 6(d)), then Employee shall be entitled to a severance benefit equal to the greater of (i) 200 percent of the sum of the Employee’s annual Base Salary in effect at the time of termination and the most recent payment aggregate sum of all payments made to Employee under during the 12 months preceding Employee’s termination pursuant to the Management Incentive Plan, payable in equal monthly Plan (or semi-monthly installments over the 12-month period following Employee's terminationequivalent successor plan), or (ii) amounts of Base Salary and expected Management Incentive Plan (or equivalent successor plan) payments that otherwise would have been payable through the balance of the unexpired term of this Agreement. Unless Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), the benefit payable pursuant to this paragraph 3(e) shall be payable in monthly or semi-monthly equal biweekly installments through over the balance 12 month period that begins on the first day of the unexpired term month following Employee’s termination. If Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), then installment payments during the first six months of the 12 month installment period shall be limited to the extent required by Internal Revenue Code Section 409A, any unpaid installment amounts shall be paid immediately after such six-month period and installment payments due during the remaining six months shall be paid as scheduled. In addition to the cash benefits described in the foregoing of this Agreement. In additionparagraph 3(e), Employer shall: (iii) waive all restrictions on all CBSI stock previously granted to Employee and permit Employee to dispose of any restricted stock granted to Employeestock; and (iv) treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's ’s termination of employment; (v) fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "Supplemental Retirement Plan Agreement" between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's retired employees. Notwithstanding the foregoing, if Employer terminates Employee prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "Change of Control"), then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by any payments made to Employee under paragraphs paragraph 6(a)(i) of this Agreement. Payments under this paragraph 3(e) and (ii)payments under paragraph 6(a)(i) shall not be duplicated.

Termination For Reasons Other Than Cause. In the event Employer terminates Employee prior to December 31, 2007 2008 for reasons other than cause, Employee shall be entitled to a severance benefit equal to the greater of (i) 200 percent of the sum of the annual Base Salary in effect at the time of termination and the most recent payment to Employee under the Management Incentive Plan, payable in equal monthly or semi-monthly biweekly installments over the 12-month period following Employee's termination, or (ii) amounts of Base Salary and expected Management Incentive Plan payments that otherwise would have been payable through the balance of the unexpired term of this Agreement, payable in monthly or semi-monthly biweekly installments through the balance of the unexpired term of this Agreement. In addition, Employer shall: (iii) permit Employee to dispose of any restricted stock granted to Employee; (iv) treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's termination of employment; (v) fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "Supplemental Retirement Plan Agreement" between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's retired employees. If Employer's Board of Directors shall determine, in its sole discretion, to appoint someone other than Employee to succeed Sanford A. Belden as Employer's President and Chief Executive Officex, xxx xx Xxxxxxxe shall remain employed until the effective date of the successor's appointment, then (x) Employee's employment with Employer shall terminate automatically upon the effective date of the successor's appointment without any further action by either Employee or Employer, unless a new employment agreement is reached between Employee and Employer, and (y) Employee's termination under such circumstances shall be treated as a termination for reasons other than cause as described in this paragraph 3(e) (resulting in Employee's entitlement to the benefits described in the first paragraph of this paragraph 3(e)). Notwithstanding the foregoing, if Employer terminates Employee Employee's employment ends prior to December 31, 2007 2008 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "Change of Control"), then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by payments made to Employee under paragraphs 6(a)(i) and (ii).

Termination For Reasons Other Than Cause. In the event Employer terminates Employee prior to December 31, 2007 for reasons other than cause, Employee shall be entitled to a severance benefit equal to the greater of (i) 200 percent of the sum of the annual Base Salary in effect at the time of termination and the most recent payment to Employee under the Management Incentive Plan, payable in equal monthly or semi-monthly biweekly installments over the 12-month period following Employee's termination, or (ii) amounts of Base Salary and expected Management Incentive Plan payments that otherwise would have been payable through the balance of the unexpired term of this Agreement, payable in monthly or semi-monthly biweekly installments through the balance of the unexpired term of this Agreement. In addition, Employer shall: (iii) permit Employee to dispose of any restricted stock granted to Employee; (iv) treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's termination of employment; (v) fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "Supplemental Retirement Plan Agreement" between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's retired employees. If Employer's Board of Directors shall determine, in its sole discretion, to appoint someone other than Employee to succeed Sanford A. Belden as Employer's President and Chief Executive Officer, xxx xx Xxxxxxxx shall remain employed until the effective date of the successor's appointment, then (x) Employee's employment with Employer shall terminate automatically upon the effective date of the successor's appointment without any further action by either Employee or Employer, unless a new employment agreement is reached between Employee and Employer, and (y) Employee's termination under such circumstances shall be treated as a termination for reasons other than cause as described in this paragraph 3(e) (resulting in Employee's entitlement to the benefits described in the first paragraph of this paragraph 3(e)). Notwithstanding the foregoing, if Employer terminates Employee Employee's employment ends prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "Change of Control"), then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by payments made to Employee under paragraphs 6(a)(i) and (ii).

Termination For Reasons Other Than Cause. In the event Employer terminates Employee prior to December 31Employee's employment during the Period of Employment or within 24 months following the expiration of the Period of Employment, 2007 for reasons other than "cause" (as defined in paragraph 3(d)), or in the event that Employee terminates his employment with Employer during the Period of Employment for "good reason" (as defined in, and subject to the notice and right to cure provisions in, paragraph 6(d)), then Employee shall be entitled to a severance benefit equal to the greater of (i) 175 percent of the sum of the Employee's annual Base Salary in effect at the time of termination and the most recent payment aggregate sum of all payments made to Employee under during the 12 months preceding Employee's termination pursuant to the Management Incentive Plan, payable in equal monthly Plan (or semi-monthly installments over the 12-month period following Employee's terminationequivalent successor plan), or (ii) amounts of Base Salary and expected Management Incentive Plan (or equivalent successor plan) payments that otherwise would have been payable through the balance of the unexpired term of this Agreement. Unless Employee is a "specified employee" (as determined in accordance with Internal Revenue Code Section 409A), the benefit payable pursuant to this paragraph 3(e) shall be payable in monthly or semi-monthly equal biweekly installments through over the balance 12 month period that begins on the first day of the unexpired term month following Employee's termination. If Employee is a "specified employee" (as determined in accordance with Internal Revenue Code Section 409A), then installment payments during the first six months of the 12 month installment period shall be limited to the extent required by Internal Revenue Code Section 409A, any unpaid installment amounts shall be paid immediately after such six-month period and installment payments due during the remaining six months shall be paid as scheduled. In addition to the cash benefits described in the foregoing of this Agreement. In additionparagraph 3(e), Employer shall: (iii) waive all restrictions on all CBSI stock previously granted to Employee and permit Employee to dispose of any restricted stock granted to Employeestock; and (iv) treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's termination of employment; (v) fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "Supplemental Retirement Plan Agreement" between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's retired employees. Notwithstanding the foregoing, if Employer terminates Employee prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "Change of Control"), then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by any payments made to Employee under paragraphs paragraph 6(a)(i) of this Agreement. Payments under this paragraph 3(e) and (ii)payments under paragraph 6(a)(i) shall not be duplicated.

Termination For Reasons Other Than Cause. In the event Employer terminates Employee prior to December 31, 2007 Employee’s employment during the Period of Employment or within 24 months following expiration of the Period of Employment for reasons other than “cause” (as defined in paragraph 3(d)), or in the event that Employee terminates his employment with Employer during the Period of Employment for “good reason” (as defined in paragraphs 6(d)(i) or 6(d)(iii) and subject to the notice and right to cure provisions of paragraph 6(d)), then Employee shall be entitled to a severance benefit equal to the greater of (i) 175 percent of the sum of the annual Base Salary in effect at the time of termination and the most recent payment to Employee under the Management Incentive Plan, payable in equal monthly or semi-monthly installments over the 12-month period following Employee's termination, or (ii) amounts of Base Salary and expected Management Incentive Plan payments that otherwise would have been payable through the balance of the unexpired term of this Agreement. Unless Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), the benefit payable pursuant to this paragraph 3(e) shall be payable in monthly or semi-monthly equal biweekly installments through over the balance 12 month period that begins on the first day of the unexpired term month following Employee’s termination. If Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), then installment payments during the first six months of this Agreementthe 12 month installment period shall be limited to the extent required by Internal Revenue Code Section 409A, any unpaid installment amounts shall be paid immediately after such six-month period and installment payments due during the remaining six months shall be paid as scheduled. In additionaddition to the cash benefit described in the foregoing paragraph 3(e), Employer shall: (iii) waive all restrictions on all CBSI stock previously granted to Employee and permit Employee to dispose of any restricted stock granted to Employeestock; and (iv) treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's ’s termination of employment; (v) fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "Supplemental Retirement Plan Agreement" between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's retired employees. Notwithstanding the foregoing, if Employer terminates Employee prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "Change of Control"), then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by any payments made to Employee under paragraphs 6(a)(i) and (ii)) of this Agreement and any payments made to Employee under any severance or similar plan, policy or program maintained by Employer.

Termination For Reasons Other Than Cause. In the event Employer terminates Employee Employee’s employment prior to December 31, 2007 2011 for reasons other than “cause” (as defined in paragraph 3(d)), then Employee shall be entitled to a severance benefit equal to the greater of (i) 200 percent of the sum of the Employee’s annual Base Salary in effect at the time of termination and the most recent payment aggregate sum of all payments made to Employee under during the 12 months preceding Employee’s termination pursuant to the Management Incentive Plan, payable in equal monthly Plan (or semi-monthly installments over the 12-month period following Employee's terminationequivalent successor plan), or (ii) amounts of Base Salary and expected Management Incentive Plan (or equivalent successor plan) payments that otherwise would have been payable through the balance of the unexpired term of this Agreement. Unless Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), the benefit payable pursuant to this paragraph 3(e) shall be payable in monthly or semiequal biweekly installments over the 12-monthly installments through month period that begins on the balance first day of the unexpired term month following Employee’s termination. If Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), then installment payments during the first six months of the 12-month installment period shall be limited to the extent required by Internal Revenue Code Section 409A, any unpaid installment amounts shall be paid immediately after such six-month period and installments payments due during the remaining six months shall be paid as scheduled. In addition to the cash benefit described in the foregoing of this Agreement. In additionparagraph 3(e), Employer shall: (iii) waive all restrictions on all restricted stock previously granted to Employee and permit Employee to dispose of any such restricted stock granted to Employeestock; (iv) treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's ’s termination of employment; (v) fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "“Supplemental Retirement Plan Agreement" ” between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's ’s retired employees. Notwithstanding the foregoing, if Employer terminates Employee prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "“Change of Control"), ”) then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by any payments made to Employee under paragraphs 6(a)(i) and (ii).

Termination For Reasons Other Than Cause. In the event Employer terminates Employee prior to December 31, 2007 Employee’s employment during the Period of Employment or within 24 months following expiration of the Period of Employment for reasons other than “cause” (as defined in paragraph 3(d)), then Employee shall be entitled to a severance benefit equal to the greater of (i) the sum of the annual Base Salary in effect at the time of termination and the most recent payment to Employee under the Management Incentive Plan, payable in equal monthly or semi-monthly installments over the 12-month period following Employee's termination, or (ii) amounts of Base Salary and expected Management Incentive Plan payments that otherwise would have been payable through the balance of the unexpired term of this Agreement. Unless Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), the benefit payable pursuant to this paragraph 3(e) shall be payable in monthly or semi-monthly equal biweekly installments through over the balance 12 month period that begins on the first day of the unexpired term month following Employee’s termination. If Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), then installment payments during the first six months of this Agreementthe 12 month installment period shall be limited to the extent required by Internal Revenue Code Section 409A, any unpaid installment amounts shall be paid immediately after such six-month period and installment payments due during the remaining six months shall be paid as scheduled. In additionaddition to the cash benefit described in the foregoing paragraph 3(e), Employer shall: (iii) waiver all restrictions on all CBSI stock previously granted to Employee and permit Employee to dispose of any restricted stock granted to Employeestock; and (iv) treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's ’s termination of employment; (v) fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "Supplemental Retirement Plan Agreement" between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's retired employees. Notwithstanding the foregoing, if Employer terminates Employee prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "Change of Control"), then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by any payments made to Employee under paragraphs 6(a)(i) and (ii)) of this Agreement and any payments made to Employee under any severance or similar plan, policy or program maintained by Employer.

Termination For Reasons Other Than Cause. In the event Employer terminates Employee prior to December 31, 2007 2009 for reasons other than cause, Employee shall be entitled to a severance benefit equal to the greater of (i) the sum of the annual Base Salary in effect at the time of termination and the most recent payment to Employee under the Management Incentive Plan, payable in equal monthly or semi-monthly installments over the 12-month period following Employee's termination, or (ii) amounts of Base Salary and expected Management Incentive Plan payments that otherwise would have been payable through the balance of the unexpired term of this Agreement. Unless Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), the benefit payable pursuant to this paragraph 3(e) shall be payable in monthly or semiequal biweekly installments over the 12-monthly installments through month period that begins on the balance first day of the unexpired term month following Employee’s termination. If Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), then installment payments during the first six months of this Agreementthe 12-month installment period shall be limited to the extent required by Internal Revenue Code Section 409A, any unpaid installment amounts shall be paid immediately after such six-month period and installment payments due during the remaining six months shall be paid as scheduled. In addition, Employer shall: (iii) permit Employee to dispose of any restricted stock granted to Employee; and (iv) treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's termination of employment; (v) fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "Supplemental Retirement Plan Agreement" between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's retired employees. Notwithstanding the foregoing, if Employer terminates Employee prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "“Change of Control"), ”) then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by any payments made to Employee under paragraphs 6(a)(i) and (ii).

Termination For Reasons Other Than Cause. In the event Employer terminates Employee prior to December 31Employee’s employment during the Period of Employment, 2007 for reasons other than cause, then Employee shall be entitled to a severance benefit equal to the greater of (i) 100 percent of the sum of the Employee’s annual Base Salary in effect at the time of termination and the most recent payment aggregate sum of all payments made to Employee under during the 12 months preceding Employee’s termination pursuant to the Management Incentive Plan, payable in equal monthly Plan (or semi-monthly installments over the 12-month period following Employee's terminationequivalent successor plan), or (ii) amounts of Base Salary ​ ​ and expected Management Incentive Plan (or equivalent successor plan) payments that otherwise would have been payable through the balance of the unexpired term of this Agreement. Unless Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), the benefit payable pursuant to this paragraph 3(e) shall be payable in monthly or semiequal biweekly installments over the 12-monthly installments through month period that begins on the balance first day of the unexpired term month following Employee’s termination. If Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), then installment payments during the first six months of the 12-month installment period shall be limited to the extent required by Internal Revenue Code Section 409A, any unpaid installment amounts shall be paid immediately after such six-month period and installment payments due during the remaining six months shall be paid as scheduled. In addition to the cash benefits described in the foregoing of this Agreement. In additionparagraph 3(e), Employer shall: (iii) waive all restrictions on all CBSI stock previously granted to Employee and permit Employee to dispose of any restricted stock granted to Employeestock; and (iv) treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's ’s termination of employment; (v) fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "Supplemental Retirement Plan Agreement" between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's retired employees. Notwithstanding the foregoing, if Employer terminates Employee prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "Change of Control"), then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by any payments made to Employee under paragraphs 6(a)(i) and (ii)) of this Agreement and any payments made to Employee under any severance or similar plan, policy or program maintained by Employer. Payments under this paragraph 3(e) and payments under paragraph 6(a)(i) and (ii) shall not be duplicated.

Termination For Reasons Other Than Cause. In the event Employer terminates Employee prior to December 31Employee's employment during the Period of Employment or within 24 months following the expiration of the Period of Employment, 2007 for reasons other than "cause" (as defined in paragraph 3(d)), or in the event that Employee terminates his employment with Employer during the Period of Employment for "good reason" (as defined in, and subject to the notice and right to cure provisions in, paragraph 6(d)), then Employee shall be entitled to a severance benefit equal to the greater of (i) 175 percent of the sum of the Employee's annual Base Salary in effect at the time of termination and the most recent payment aggregate sum of all payments made to Employee under during the 12 months preceding Employee's termination pursuant to the Management Incentive Plan, payable in equal monthly Plan (or semi-monthly installments over the 12-month period following Employee's terminationequivalent successor plan), or (ii) amounts of Base Salary and expected Management Incentive Plan (or equivalent successor plan) payments that otherwise would have been payable through the balance of the unexpired term of this Agreement. Unless Employee is a "specified employee" (as determined in accordance with Internal Revenue Code Section 409A), the benefit payable pursuant to this paragraph 3(e) shall be payable in monthly or semiequal biweekly installments over the 12-monthly installments through month period that begins on the balance first day of the unexpired term month following Employee's termination. If Employee is a "specified employee" (as determined in accordance with Internal Revenue Code Section 409A), then installment payments during the first six months of the 12-month installment period shall be limited to the extent required by Internal Revenue Code Section 409A, any unpaid installment amounts shall be paid immediately after such six-month period and installment payments due during the remaining six months shall be paid as scheduled. In addition to the cash benefits described in the foregoing of this Agreement. In additionparagraph 3(e), Employer shall: (iii) waive all restrictions on all CBSI stock previously granted to Employee and permit Employee to dispose of any restricted stock granted to Employeestock; and (iv) treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's termination of employment; (v) fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "Supplemental Retirement Plan Agreement" between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's retired employees. Notwithstanding the foregoing, if Employer terminates Employee prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "Change of Control"), then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by any payments made to Employee under paragraphs paragraph 6(a)(i) of this Agreement. Payments under this paragraph 3(e) and (ii)payments under paragraph 6(a)(i) shall not be duplicated.

Termination For Reasons Other Than Cause. In the event Employer terminates Employee prior to December 31, 2007 Employee’s employment during the term of this Agreement or within 24 months following the expiration of the term of this Agreement for reasons other than “cause” (as defined in paragraph 3(d)), or in the event that Employee terminates his employment with Employer during the term of this Agreement for “good reason” (as defined in paragraphs 6(d)(i) or 6(d)(iii) and subject to the notice and right to cure provisions of paragraph 6(d)), then Employee shall be entitled to a severance benefit equal to the greater of (i) 200 percent of the sum of the Employee’s annual Base Salary in effect at the time of termination and the most recent payment aggregate sum of all payments made to Employee under during the 12 months preceding Employee’s termination pursuant to the Management Incentive Plan, payable in equal monthly Plan (or semi-monthly installments over the 12-month period following Employee's terminationequivalent successor plan), or (ii) amounts of Base Salary and expected Management Incentive Plan (or equivalent successor plan) payments that otherwise would have been payable through the balance of the unexpired term of this Agreement. Unless Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), the benefit payable pursuant to this paragraph 3(e) shall be payable in monthly or semiequal biweekly installments over the 12-monthly installments through month period that begins on the balance first day of the unexpired term month following Employee’s termination. If Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), then installment payments during the first six months of the 12-month installment period shall be limited to the extent required by Internal Revenue Code Section 409A, any unpaid installment amounts shall be paid immediately after such six-month period and installment payments due during the remaining six months shall be paid as scheduled. In addition to the cash benefit described in the foregoing of this Agreement. In additionparagraph 3(e), Employer shall: (iii) waive all restrictions on all CBSI stock previously granted to Employee and permit Employee to dispose of any such restricted stock granted to Employeestock; (iv) treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's ’s termination of employment; (v) to the extent permitted by Internal Revenue Code Section 409A, fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "“Supplemental Retirement Plan Agreement" ” between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's ’s retired employees. Notwithstanding the foregoing, if Employer terminates Employee prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "Change of Control"), then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by any payments made to Employee under paragraphs 6(a)(i) and (ii)) of this Agreement and by any payments made to Employee under any severance or similar plan, policy or program maintained by Employer.

Termination For Reasons Other Than Cause. In the event Employer terminates Employee prior to December 31Employee’s employment during the Period of Employment or within 12 months following the expiration of the Period of Employment, 2007 for reasons other than “cause” (as defined in paragraph 3(d)), or in the event that Employee terminates his employment with Employer during the Period of Employment for “good reason” (as defined in, and subject to the notice and right to cure provisions in, paragraph 6(d)), then Employee shall be entitled to a severance benefit equal to the greater of (i) 175 percent of the sum of the Employee’s annual Base Salary in effect at the time of termination and the most recent payment aggregate sum of all payments made to Employee under during the 12 months preceding Employee’s termination pursuant to the Management Incentive Plan, payable in equal monthly Plan (or semi-monthly installments over the 12-month period following Employee's terminationequivalent successor plan), or (ii) amounts of Base Salary and expected Management Incentive Plan (or equivalent successor plan) payments that otherwise would have been payable through the balance of the unexpired term of this Agreement. Unless Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), the benefit payable pursuant to this paragraph 3(e) shall be payable in monthly or semiequal biweekly installments over the 12-monthly installments through month period that begins on the balance first day of the unexpired term month following Employee’s termination. If Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), then installment payments during the first six months of the 12-month installment period shall be limited to the extent required by Internal Revenue Code Section 409A, any unpaid installment amounts shall be paid immediately after such six-month period and installment payments due during the remaining six months shall be paid as scheduled. In addition to the cash benefits described in the foregoing of this Agreement. In additionparagraph 3(e), Employer shall: (iii) waive all restrictions on all CBSI stock previously granted to Employee and permit Employee to dispose of any restricted stock granted to Employeestock; and (iv) treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's ’s termination of employment; (v) fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "Supplemental Retirement Plan Agreement" between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's retired employees. Notwithstanding the foregoing, if Employer terminates Employee prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "Change of Control"), then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by any payments made to Employee under paragraphs paragraph 6(a)(i) of this Agreement. Payments under this paragraph 3(e) and (ii)payments under paragraph 6(a)(i) shall not be duplicated.

Termination For Reasons Other Than Cause. In the event Employer terminates Employee prior to December 31, 2007 Employee’s employment during the Period of Employment or within 24 months following the expiration of the Period of Employment for reasons other than “cause” (as defined in paragraph 3(d)), or in the event that Employee terminates his employment with Employer during the Period of Employment for “good reason” (as defined in, and subject to the notice and right to cure provisions in, paragraph 6(d)), then Employee shall be entitled to a severance benefit equal to the greater of (i) 175 percent of the sum of the Employee’s annual Base Salary in effect at the time of termination and the most recent payment aggregate sum of all payments made to Employee under during the 12 months preceding Employee’s termination pursuant to the Management Incentive Plan, payable in equal monthly Plan (or semi-monthly installments over the 12-month period following Employee's terminationequivalent successor plan), or (ii) amounts of Base Salary and expected Management Incentive Plan (or equivalent successor plan) payments that otherwise would have been payable through the balance of the unexpired term of this Agreement. Unless Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), the benefit payable pursuant to this paragraph 3(e) shall be payable in monthly or semi-monthly equal biweekly installments through over the balance 12 month period that begins on the first day of the unexpired term month following Employee’s termination. If Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), then installment payments during the first six months of the 12 month installment period shall be limited to the extent required by Internal Revenue Code Section 409A, any unpaid installment amounts shall be paid immediately after such six-month period and installment payments due during the remaining six months shall be paid as scheduled. In addition to the cash benefits described in the foregoing of this Agreement. In additionparagraph 3(e), Employer shall: (iii) waive all restrictions on all CBSI stock previously granted to Employee and permit Employee to dispose of any restricted stock granted to Employeestock; and (iv) treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's ’s termination of employment; (v) fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "Supplemental Retirement Plan Agreement" between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's retired employees. Notwithstanding the foregoing, if Employer terminates Employee prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "Change of Control"), then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by any payments made to Employee under paragraphs 6(a)(i) and (ii)) of this Agreement and any payments made to Employee under any severance or similar plan, policy or program maintained by Employer.

Termination For Reasons Other Than Cause. In the event Employer terminates Employee prior to December 31Employee’s employment during the Period of Employment or within 24 months following the expiration of the Period of Employment, 2007 for reasons other than “cause” (as defined in paragraph 3(d)), then Employee shall be entitled to a severance benefit equal to the greater of (i) 175 percent of the sum of the Employee’s annual Base Salary in effect at the time of termination and the most recent payment aggregate sum of all payments made to Employee under during the 12 months preceding Employee’s termination pursuant to the Management Incentive Plan, payable in equal monthly Plan (or semi-monthly installments over the 12-month period following Employee's terminationequivalent successor plan), or (ii) amounts of Base Salary and expected Management Incentive Plan (or equivalent successor plan) payments that otherwise would have been payable through the balance of the unexpired term of this Agreement. Unless Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), the benefit payable pursuant to this paragraph 3(e) shall be payable in monthly or semiequal biweekly installments over the 12-monthly installments through month period that begins on the balance first day of the unexpired term month following Employee’s termination. If Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), then installment payments during the first six months of the 12-month installment period shall be limited to the extent required by Internal Revenue Code Section 409A, any unpaid installment amounts shall be paid immediately after such six-month period and installment payments due during the remaining six months shall be paid as scheduled. In addition to the cash benefits described in the foregoing of this Agreement. In additionparagraph 3(e), Employer shall: (iii) waive all restrictions on all CBSI stock previously granted to Employee and permit Employee to dispose of any such restricted stock granted to Employeestock; and (iv) treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's ’s termination of employment; (v) fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "Supplemental Retirement Plan Agreement" between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's retired employees. Notwithstanding the foregoing, if Employer terminates Employee prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "Change of Control"), then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by any payments made to Employee under paragraphs 6(a)(i) and (ii)) of this Agreement and any payments made to Employee under any severance or similar plan, policy or program maintained by Employer.

Termination For Reasons Other Than Cause. In the event Employer terminates Employee prior to December 31, 2007 for reasons other than cause, Employee shall be entitled to a severance benefit equal to the greater of (i) the sum of the annual Base Salary in effect at the time of termination and the most recent payment to Employee under the Management Incentive Plan, payable in equal monthly or semi-monthly biweekly installments over the 12-month period following Employee's termination, or (ii) amounts of Base Salary and expected Management Incentive Plan payments that otherwise would have been payable through the balance of the unexpired term of this Agreement, payable in monthly or semibiweekly installments over the 12-monthly installments through the balance of the unexpired term of this Agreementmonth period following Employee's termination. In addition, Employer shall: (iii) permit Employee to dispose of any restricted stock granted to Employee; and (iv) treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's termination of employment; (v) fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "Supplemental Retirement Plan Agreement" between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's retired employees. Notwithstanding the foregoing, if Employer terminates Employee prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "Change of Control"), then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by payments made and benefits provided to Employee under paragraphs 6(a)(i) and (ii).

Termination For Reasons Other Than Cause. In the event Employer terminates Employee Employee’s employment prior to December 31, 2007 2010 for reasons other than “cause” (as defined in paragraph 3(d)), then Employee shall be entitled to a severance benefit equal to the greater of (i) the sum of the Employee’s annual Base Salary in effect at the time of termination and the most recent payment aggregate sum of all payments made to Employee under during the 12 months preceding Employee’s termination pursuant to the Management Incentive Plan, payable in equal monthly Plan (or semi-monthly installments over the 12-month period following Employee's terminationequivalent successor plan), or (ii) amounts of Base Salary and expected Management Incentive Plan ( or equivalent successor plan) payments that otherwise would have been payable through the balance of the unexpired term of this Agreement. Unless Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), the benefit payable pursuant to this paragraph 3(e) shall be payable in monthly or semi-monthly equal biweekly installments through over the balance 12 month period that begins on the first day of the unexpired term month following Employee’s termination. If Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), then installment payments during the first six months of the 12 month installment period shall be limited to the extent required by Internal Revenue Code Section 409A, annual unpaid installment amounts shall be paid immediately after such six-month period and installment payments due during the remaining six months shall be paid as scheduled. In addition to the cash benefit described in the foregoing of this Agreement. In additionparagraph 3(e), Employer shall: (iii) waive all restrictions on all restricted stock previously granted to Employee and permit Employee to dispose of any restricted stock granted to Employeestock; and (iv) treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's ’s termination of employment; (v) fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "Supplemental Retirement Plan Agreement" between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's retired employees. Notwithstanding the foregoing, if Employer terminates Employee prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "“Change of Control"), ”) then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by any payments made to Employee under paragraphs 6(a)(i) and (ii).

Termination For Reasons Other Than Cause. In the event If Employer terminates Employee's employment for reasons other than Cause, or if Employee voluntarily terminates his employment for "Good Reason" (as defined in paragraph 6(c) below), in either case on or after the first anniversary of the closing of the Merger and prior to December 31, 2007 for reasons other than cause2007, then Employee shall be entitled to a severance benefit equal to the greater of (i) the sum of the annual Base Salary in effect at the time of termination and the most recent payment to Employee under the Management Incentive Plan, payable in equal monthly or semi-monthly biweekly installments over the 12-month period following Employee's termination, or (ii) amounts of Base Salary and expected Management Incentive Plan payments that otherwise would have been payable through the balance of the unexpired term of this Agreement, payable in monthly or semi-monthly biweekly installments through the balance of the unexpired term of this Agreement. In addition, Employer shall: (iii) permit Employee to dispose of any restricted stock granted to Employee; and (iv) treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's termination of employment; (v) fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "Supplemental Retirement Plan Agreement" between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's retired employees. Notwithstanding the foregoing, if Employer terminates Employee for reasons other than Cause, or if Employee voluntarily terminates his employment for Good Reason, in either case on or after the first anniversary of the closing of the Merger and prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "Change of Control")2007, then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by any payments made to Employee under paragraphs 6(a)(i) and (ii). If Employee's employment terminates prior to the first anniversary of the closing of the Merger, Employee's sole and exclusive right to payments (if any) shall be governed by paragraph 3(f).

Termination For Reasons Other Than Cause. In the event Employer terminates Employee prior to December 31, 2007 Employee’s employment during the Period of Employment or within 24 months following expiration of the Period of Employment for reasons other than “cause” (as defined in paragraph 3(d)), or in the event that Employee terminates his employment with Employer during the Period of Employment for “good reason” (as defined in, and subject to the notice and right to cure provisions in, paragraph 6(d)), then Employee shall be entitled to a severance benefit equal to the greater of (i) the sum of the annual Base Salary in effect at the time of termination and the most recent payment to Employee under the Management Incentive Plan, payable in equal monthly or semi-monthly installments over the 12-month period following Employee's termination, or (ii) amounts of Base Salary and expected Management Incentive Plan payments that otherwise would have been payable through the balance of the unexpired term of this Agreement. Unless Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), the benefit payable pursuant to this paragraph 3(e) shall be payable in monthly or semi-monthly equal biweekly installments through over the balance 12 month period that begins on the first day of the unexpired term month following Employee’s termination. If Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), then installment payments during the first six months of this Agreementthe 12 month installment period shall be limited to the extent required by Internal Revenue Code Section 409A, any unpaid installment amounts shall be paid immediately after such six-month period and installment payments due during the remaining six months shall be paid as scheduled. In additionaddition to the cash benefit described in the foregoing paragraph 3(e), Employer shall: (iii) waiver all restrictions on all CBSI stock previously granted to Employee and permit Employee to dispose of any restricted stock granted to Employeestock; and (iv) treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's ’s termination of employment; (v) fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "Supplemental Retirement Plan Agreement" between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's retired employees. Notwithstanding the foregoing, if Employer terminates Employee prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "Change of Control"), then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by any payments made to Employee under paragraphs 6(a)(i) and (ii)) of this Agreement and any payments made to Employee under any severance or similar plan, policy or program maintained by Employer.

Termination For Reasons Other Than Cause. In the event Employer terminates Employee prior to December 31, 2007 Employee’s employment during the Period of Employment or within 24 months following the expiration of the Period of Employment for reasons other than “cause” (as defined in paragraph 3(d)), or in the event that Employee terminates his employment with Employer during the Period of Employment for “good reason” (as defined in, and subject to the notice and right to cure provisions in, paragraph 6(d)), then Employee shall be entitled to a severance benefit equal to the greater of (i) 200 percent of the sum of the Employee’s annual Base Salary in effect at the time of termination and the most recent payment aggregate sum of all payments made to Employee under during the 12 months preceding Employee’s termination pursuant to the Management Incentive Plan, payable in equal monthly Plan (or semi-monthly installments over the 12-month period following Employee's terminationequivalent successor plan), or (ii) amounts of Base Salary and expected Management Incentive Plan (or equivalent successor plan) payments that otherwise would have been payable through the balance of the unexpired term of this Agreement. Unless Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), the benefit payable pursuant to this paragraph 3(e) shall be payable in monthly or semiequal biweekly installments over the 12-monthly installments through month period that begins on the balance first day of the unexpired term month following Employee’s termination. If Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), then installment payments during the first six months of the 12-month installment period shall be limited to the extent required by Internal Revenue Code Section 409A, any unpaid installment amounts shall be paid immediately after such six-month period and installment payments due during the remaining six months shall be paid as scheduled. In addition to the cash benefits described in the foregoing of this Agreement. In additionparagraph 3(e), Employer shall: (iii) shall waive all restrictions on all CBSI stock previously granted to Employee and permit Employee to dispose of any such restricted stock granted to Employee; (iv) stock, as well as treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's ’s termination of employment; (v) fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "Supplemental Retirement Plan Agreement" between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's retired employees. Notwithstanding the foregoing, if Employer terminates Employee prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "Change of Control"), then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by any payments made to Employee under paragraphs paragraph 6(a)(i) of this Agreement. Payments under this paragraph 3(e) and (ii)payments under paragraph 6(a)(i) shall not be duplicated.

Termination For Reasons Other Than Cause. In the event Employer terminates Employee prior to December 31, 2007 Employee’s employment during the Period of Employment or within 12 months following expiration of the Period of Employment for reasons other than “cause” (as defined in paragraph 3(d)), or in the event that Employee terminates his employment with Employer during the Period of Employment for “good reason” (as defined in paragraphs 6(d)(i) or 6(d)(iii) and subject to the notice and right to cure provisions of paragraph 6(d)), then Employee shall be entitled to a severance benefit equal to the greater of (i) 175 percent of the sum of the annual Base Salary in effect at the time of termination and the most recent payment to Employee under the Management Incentive Plan, payable in equal monthly or semi-monthly installments over the 12-month period following Employee's termination, or (ii) amounts of Base Salary and expected Management Incentive Plan payments that otherwise would have been payable through the balance of the unexpired term of this Agreement. Unless Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), the benefit payable pursuant to this paragraph 3(e) shall be payable in monthly or semi-monthly equal biweekly installments through over the balance 12 month period that begins on the first day of the unexpired term month following Employee’s termination. If Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), then installment payments during the first six months of the 12 month installment period shall be limited to the extent required by Internal Revenue Code Section 409A, any unpaid installment amounts shall be paid immediately after such six-month period and installment payments due during the remaining six months shall be paid as scheduled. In addition to the cash benefits described in the foregoing of this Agreement. In additionparagraph 3(e), Employer shall: (iii) shall waive all restrictions on all CBSI stock previously granted to Employee and permit Employee to dispose of any such restricted stock granted to Employee; (iv) stock, as well as treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's ’s termination of employment; (v) fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "Supplemental Retirement Plan Agreement" between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's retired employees. Notwithstanding the foregoing, if Employer terminates Employee prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "Change of Control"), then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by any payments made to Employee under paragraphs paragraph 6(a)(i) of this Agreement. Payments under this paragraph 3(e) and (ii)payments under paragraph 6(a)(i) shall not be duplicated.

Termination For Reasons Other Than Cause. In the event Employer terminates Employee prior to December 31Employee’s employment during the Period of Employment or within 24 months following the expiration of the Period of Employment, 2007 for reasons other than “cause” (as defined in paragraph 3(d)), then Employee shall be entitled to a severance benefit equal to the greater of (i) 175 percent of the sum of the Employee’s annual Base Salary in effect at the time of termination and the most recent payment aggregate sum of all payments made to Employee under during the 12 months preceding Employee’s termination pursuant to the Management Incentive Plan, payable in equal monthly Plan (or semi-monthly installments over the 12-month period following Employee's terminationequivalent successor plan), or (ii) amounts of Base Salary and expected Management Incentive Plan (or equivalent successor plan) payments that otherwise would have been payable through the balance of the unexpired term of this Agreement. Unless Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), the benefit payable pursuant to this paragraph 3(e) shall be payable in monthly or semi-monthly equal biweekly installments through over the balance 12 month period that begins on the first day of the unexpired term month following Employee’s termination. If Employee is a ”specified employee” (as determined in accordance with Internal Revenue Code Section 409A), then installment payments during the first six months of the 12 month installment period shall be limited to the extent required by Internal Revenue Code Section 409A, any unpaid installment amounts shall be paid immediately after such six-month period and installment payments due during the remaining six months shall be paid as scheduled. In addition to the cash benefit described in the foregoing of this Agreement. In additionparagraph 3(e), Employer shall: (iii) waive all restrictions on all CBSI stock previously granted to Employee and permit Employee to dispose of any restricted stock granted to Employeestock; and (iv) treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's ’s termination of employment; (v) fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "Supplemental Retirement Plan Agreement" between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's retired employees. Notwithstanding the foregoing, if Employer terminates Employee prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "Change of Control"), then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by any payments made to Employee under paragraphs 6(a)(i) and (ii)) of this Agreement and any payments made to Employee under any severance or similar plan, policy or program maintained by Employer.

Termination For Reasons Other Than Cause. In the event Employer terminates Employee prior to December 31, 2007 for reasons other than cause, Employee shall be entitled to a severance benefit equal to the greater of (i) the sum of the annual Base Salary in effect at the time of termination and the most recent payment to Employee under the Management Incentive Plan, payable in equal monthly or semi-monthly installments over the 12-month period following Employee's termination, or (ii) amounts of Base Salary and expected Management Incentive Plan payments that otherwise would have been payable through the balance of the unexpired term of this Agreement, payable in monthly or semi-monthly installments through the balance of the unexpired term of this Agreement. In addition, Employer shall: (iii) permit Employee to dispose of any restricted stock granted to Employee; (iv) treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI Stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee's termination of employment; (v) fully fund the grantor trust created pursuant to paragraph 1(i) of the separate "Supplemental Retirement Plan Agreement" between Employee and Employer, as amended, for benefits payable pursuant to that separate agreement; and (vi) cover Employee and his eligible dependents under all Employer benefit plans and programs available to Employer's retired former employees. Notwithstanding the foregoing, if Employer terminates Employee prior to December 31, 2007 for reasons other than cause and under circumstances that entitle Employee to payments and benefits under paragraph 6 of this Agreement (regarding "Change of Control"), then amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by payments made to Employee under paragraphs 6(a)(i) and (ii).