Amount and Payment of Cash Severance. The Corporation will make a cash payment (the “Cash Payment”) to Executive in an amount equal to the sum of # two times Executive’s Average Compensation and # Executive’s target annual bonus, if any, for the year in which employment terminates (with such calculations to be made as though the target level has been achieved for each performance goal), prorated by multiplying Executive’s target annual bonus by the number of days in the year completed through the date of Executive’s termination of employment divided by 365. The Cash Payment shall be paid to Executive in a single lump sum within sixty days after termination of employment; provided, however, that if the sixty day period overlaps two calendar years that the payment will be made in the later calendar year. If Executive dies after becoming entitled to the Cash Payment but before it has been paid, the Cash Payment will be made to Executive’s designated beneficiary (or Executive’s estate if Executive fails to designate a beneficiary).

Severance Payment. Executive shall receive a cash payment equal to twelve (12) months of Executive’s Base Annual Salary (at the Executive’s highest Base Annual Salary) plus annual bonus compensation, at the time of the Executive’s highest compensation level, if such bonus is earned prior to his employment with the Company terminating. Any such Severance Payment shall be paid in cash by the Company to Executive within ninety (90) days of the effective date of Executive’s termination.

The Executive shall receive a lump sum cash severance payment in an amount equal to # 2.0 times the Executive’s annual Base Salary at the rate in effect at the time of the Executive’s termination, plus # 2.0 times the greater of # the Executive’s average annual bonus paid by the Company to the Executive for the three (3) fiscal years preceding the fiscal year in which the Executive’s termination of employment occurs, or # the annual bonus paid by the Company to the Executive for the last completed fiscal year. The severance amount shall be paid in a lump sum within thirty (30) days of the Executive’s Termination of Employment.