Termination Payment upon Change in Control. The Company shall pay the Employee a lump sum cash payment, no later than sixty (60) days after the Termination Date, in an amount equal to # two (2) times Employee's average annual cash compensation (including base salary and annual cash incentive awards, but excluding the award, exercise, vesting or settlement of stock options or other equity-based awards) for the three completed fiscal years (or lesser number of fiscal years if the Employee's employment has been of shorter duration) of the Company immediately preceding the Change in Control Termination, plus # the amount of the Employee's earned but unused vacation time.

Termination Payment upon Change in Control. The Company shall pay the Employee a lump sum cash payment, no later than thirty (30) days after the Termination Date, in an amount equal to # two times Employee's average annual cash compensation (including base salary and cash bonuses, but excluding the award or exercise of stock options or stock grants) for the three fiscal years (or lesser number of fiscal years if the Employee's employment has been of shorter duration) of the Company immediately preceding the Change in Control Termination, plus # the amount of the Employee’s earned but unused vacation time. If the Employee is a “specified employee” (within the meaning of Section 409A of the Internal Revenue Code and the regulations thereunder), and if the amount otherwise payable to the Employee under this Paragraph 2(a) during the six-month period beginning on the Termination Date exceeds two times the limitation applicable as of the Termination Date under Section 401(a)(17) of the Internal Revenue Code, then such excess amount shall be paid at the end of such six-month period.

Non-Change in Control Termination Payment. The Company shall pay the Employee # an amount equal to the sum of # the Employee's annual base salary as of the Termination Date plus # the amount of the cash incentive award that was paid or payable to the Employee under the Senior Executive Incentive Plan for work performed in the last completed fiscal year immediately preceding the fiscal year in which the Termination Date occurs, which amount shall be payable over a period of one year beginning on the Termination Date in periodic installments in accordance with the Company's normal payroll practices; provided, however, that any installments that otherwise would be paid during the first sixty (60) days after the Termination Date will be delayed and included in the first installment paid to the Employee on the first payroll date that is more than sixty (60) days after the Termination Date, and # a lump cash payment, no later than sixty (60) days after the Termination Date, in an amount equal to the Employee's earned but unused vacation time. If the Employee is a "specified employee" (within the meaning of Section 409A of the Code), and if the amount otherwise payable to the Employee under this Paragraph 3(a)(i) during the six-month period beginning on the Termination Date exceeds two times the limitation applicable as of the Termination Date under [Section 401(a)](l 7) of the Code, then such excess amount shall be paid at the end of such six-month period.

Non-Change in Control Termination Payment. The Company shall pay the Employee # an amount equal to the sum of # the Employee’s annual base salary as of the Termination Date plus # the amount of the cash incentive award that was paid to the Employee under the Senior Executive Incentive Plan for work performed in the fiscal year immediately preceding the fiscal year in which the Termination Date occurs, which amount shall be payable over a period of one year beginning on the Termination Date in periodic installments in accordance with the Company’s normal payroll practices, and # a lump cash payment, no later than thirty (30) days after the Termination Date, in an amount equal to the Employee’s earned but unused vacation time. If the Employee is a “specified employee” (within the meaning of Section 409A of the Internal Revenue Code and the regulations thereunder), and if the amount otherwise payable to the Employee under this Paragraph 3(a) during the six-month period beginning on the Termination Date exceeds two times the limitation applicable as of the Termination Date under Section 401(a)(17) of the Internal Revenue Code, then such excess amount shall be paid at the end of such six-month period.

Compensation. The Company shall pay to the Executive a lump sum (subject to the succeeding sentence hereof) equal to two (2) times the sum of # the Executive’s per annum rate of base salary in effect with respect to the Executive immediately prior to the Termination of Employment (disregarding any reduction in base salary described in [clause (B) of Section 1] h.(ii) hereof) plus # the average annual cash bonus paid or payable to Executive for the three full fiscal years prior to the Change of Control (or for such lesser number of full fiscal years if Executive was not employed for all three full years). The lump sum shall be paid to the Executive not later than five (5) days after the Termination of Employment (or at such later date provided for in Section 2.g. hereof); provided, however, that if # the Change of Control does not constitute a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation” (within the meaning of [Section 409A(a)(2)(A)(v)] of the Code and applicable guidance issued thereunder), or # the Executive’s termination of employment occurs under circumstances described in the second sentence of Section 1.d. hereof, then the payments under this Section 2.c. shall be made in twenty-four (24) substantially equal monthly installments, except as provided in Section 2.g.

Benefits. If a Change in Control (as defined below) shall occur and concurrently therewith or during a period of twenty-four (24) months thereafter Executive’s employment hereunder is terminated by the Employer without Cause (other than for the reasons set forth in Section 3(d)) or by Executive with Good Reason (as defined below), Executive shall be entitled to receive a lump-sum cash payment, no later than thirty (30) days following the date of such termination, in an amount equal to two (2.0) times the sum of # Executive’s annual base salary then in effect (or immediately prior to any reduction resulting in a termination for Good Reason) and # the average of the last three (3) annual bonuses paid by the Employer to Executive.