Change in Control Payment. The Corporation shall pay Executive a lump sum payment (the “Change in Control Payment”) within forty-five (45) days after the consummation of a Change in Control. Notwithstanding the previous sentence, if Executive is furnished with the notice under [Section 4] of the Agreement, the time of the Change in Control Payment and

Change in Control Payment. The Corporation shall pay Executive a lump sum payment (the “Change in Control Payment”) within forty-five (45) days after the consummation of a Change in Control. Notwithstanding the previous sentence, if Executive is furnished with the notice under [Section 4] of this Agreement, the time of the Change in Control Payment and conditions of such payment shall be governed by [Section 4]. The Change in Control Payment shall be calculated at one and one-half (1.5) times the average of Executive’s last three (3) full calendar years of Cash Compensation. “Cash Compensation” means the total of Executive’s base salary and any annual cash bonus paid. The change in Control Payment shall be due only upon consummation of the first Change in Control following the effective date of this Agreement and not upon any subsequent Change in Control. In the event that the Change in Control Payment would constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code and the Change in Control Payment would be subject to the excise tax imposed by [Section 4999] of such Code, the Corporation shall pay Executive an additional amount such that the net amount retained by Executive, after deduction of such excise tax on the Change in Control Payment and any federal, state and local income tax and payroll tax on the additional amount paid, but before deduction for any federal, state and local income tax and payroll tax on the Change in Control Payment, shall be equal to the Change in Control Payment. The good faith opinion of the Corporation’s independent certified public accountants, appointed prior to the Change in Control, that the Change in Control Payment is not a “parachute payment” or is not subject to such excise tax, shall be conclusive. The Corporation shall bear the cost of any such opinion by such accountant.

Change in Control Payment. The Corporation shall pay Executive a lump sum payment (the “Change in Control Payment”) within forty-five (45) days after the consummation of a Change in Control. Notwithstanding the previous sentence, if Executive is furnished with the notice under [Section 4] of the Agreement, the time of the Change in Control Payment and conditions of such payment shall be governed by [Section 4]. The Change in Control payment shall be calculated at one and on-half (1.5) times the average of Executive’s last three (3) full calendar years of Cash Compensation. “Cash Compensation” means the total of Executive’s base salary and any annual cash bonus paid. The change in Control Payment shall be due only upon consummation of the first Change in Control following the effective date of this Agreement and not upon any subsequent Change in Control. In the event that the Change in Control Payment would constitute a “parachute payment: within the meaning of Section 280G of the Internal Revenue Code and the Change in Control Payment would be subject to the excise tax imposed by [Section 49999] of such Code, the Corporation shall pay Executive an additional amount such that the net amount retained by Executive, after deduction of such excised tax on the additional amount paid, but before deduction for any federal, state and local income tax and payroll tax on the Change in Control Payment, shall be equal to the Change in Control Payment. The good faith opinion of the Corporation’s independent certified public accountants, appointed prior to the Change in Control, that the Change in Control Payment is not a “parachute payment: or is not subject to such excise tax, shall be conclusive. The Corporation shall bear the cost of any such opinion by such accountant.

Payment to Executives. In the event of a Change of Control, within 60 days of the date the Change of Control occurs, Executive shall be paid by the Company or its successor in interest a lump sum cash payment equal to the sum of Executive’s annual six month’s Base Compensation Cash Salary.

Timing of Payments. The Change In Control Termination Salary Payment and the Change In Control Termination Bonus Payment shall be paid in lump sum payments within 45 days following the date of the Executive’s Separation From Service, provided that the Executive executes and does not revoke within any applicable revocation period the release described in [Subsection 4(j)(ii)] below.