Cause; Other Than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive (under the terms set forth in, and pursuant to the elections made under, the applicable deferred compensation plan or arrangement), in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than Accrued Base Salary and Vacation Pay, and the timely payment or provision of benefits pursuant to the last sentence of [Section 7(a)(6)] and [Section 7(a)(7)]. In such case, Accrued Base Salary and Vacation Pay shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other Thanthan for Good Reason. If the Executive'Executive’s employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive # the Annual Base Salary through the Date of Termination plusTermination, # the amount of any compensation previously deferred by the Executive (under the terms set forth in,Executive, and pursuant to the elections made under, the applicable deferred compensation plan or arrangement),# Other Benefits, in each case to the extent theretofore unpaid. If the Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Base Salary and Vacation Pay,Obligations and the timely payment or provision of benefits pursuant to the last sentence of [Section 7(a)(6)] and [Section 7(a)(7)].Other Benefits. In such case, all Accrued Base Salary and Vacation PayObligations shall be paid to the Executive in a lump sum in cash within 3020 days of the Date of Termination.

Cause; Other Than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive (under the terms set forth in, and pursuant to the elections made under, the applicable deferred compensation plan or arrangement), in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Base Salary and Vacation Pay,Obligations, the Payment in Lieu of Lost Future Benefits, if any, described in [Annex A] to the extent the Executive is vested in his benefits under the Pension Plan, and the timely payment or provision of benefits pursuant to the last sentence of [Section 7(Section 8(a)(4) and Section 8(a)(6)] and [Section 7(a)(7)]. In such case, all Accrued Base Salary and Vacation PayObligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. The Payment in Lieu of Lost Future Benefits, if any, shall be paid to the Executive or his Beneficiary (within the meaning of the SERP), as the case may be, under the terms set forth in, and pursuant to the elections made under, the SERP.

Cause; Other Thanthan for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary throughhis or her Accrued Obligations and the timely payment or provision of Other Benefits, but only to the extent vested or earned and not paid as of the date of termination. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination plus the amount of any compensation previously deferred byTermination. If the Executive (under the terms set forth in, and pursuant to the elections made under, the applicable deferred compensation plan or arrangement), in each case to the extent theretofore unpaid. If the Executivevoluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Base Salary and Vacation Pay,Obligations and the timely payment or provision of benefits pursuantOther Benefits, but only to the last sentenceextent vested or earned and not paid as of [Section 7(a)(6)] and [Section 7(a)(7)].the date of termination. In such case, all Accrued Base Salary and Vacation PayObligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. To the extent not otherwise vested, the Executive shall immediately vest in any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon).

Cause; Other Than for Good Reason. If the Executive'Executive’s employment shall beis terminated for Cause during the Employment Period, this Agreementthe Company shall terminate without further obligationstimely pay or provide to the Executive other than the obligation to payAccrued Obligations and the Other Benefits, at the time or times specified in Section 5(a)(1) and subject to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive (under the termsproviso set forth in, and pursuant to the elections made under, the applicable deferred compensation plan or arrangement), in each caseSection 5(a)(1)(A) to the extent theretofore unpaid.applicable, and shall have no other severance obligations under this Agreement. If the Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreementthe Company shall terminate without further obligations to the Executive, other than Accrued Base Salary and Vacation Pay, and the timely paymentpay or provision of benefits pursuant to the last sentence of [Section 7(a)(6)] and [Section 7(a)(7)]. In such case, Accrued Base Salary and Vacation Pay shall be paidprovide to the Executive the Accrued Obligations and the Other Benefits, at the time or times specified in a lump sumSection 5(a)(1) and subject to the proviso set forth in cash within 30 days ofSection 5(a)(1)(A) to the Date of Termination.extent applicable, and shall have no other severance obligations under this Agreement.

Cause; Other ThanTermination by the Company for Cause or by the Executive without Good Reason. If the Executive'Executive’s employment with the Company is terminated pursuant to Sections 4(c) or (e), the Company shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligationspay or provide to the Executive other thanonly the obligation to pay tofollowing amounts through the Termination Date: any earned but unpaid Base Salary, unpaid expense reimbursements, and any vested compensation or benefits the Executive Annual Base Salary throughmay have under any employee benefit plan of the Date of Termination plusCompany or applicable law (the “Accrued Obligations”) on or before the amount of any compensation previously deferredtime required by the Executive (under the terms set forth in, and pursuant to the elections made under, the applicable deferred compensation plan or arrangement),law but in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, otherno event more than Accrued Base Salary and Vacation Pay, and the timely payment or provision of benefits pursuant to the last sentence of [Section 7(a)(6)] and [Section 7(a)(7)]. In such case, Accrued Base Salary and Vacation Pay shall be paid to the Executive in a lump sum in cash within 30 days ofafter the Date of Termination. Executive’s Termination Date.

Cause; Other ThanTermination for Good Reason.Cause or by the Executive. If the Executive'Executive’s employment shall beis terminated either # by the Company for Cause duringor # by the Employment Period, this AgreementExecutive, the Company shall terminate withoutpay the Executive his full Base Salary and accrued vacation through the last day worked, at the rate then in effect, plus all other amounts to which the Executive is entitled under any compensation plans of the Company, at the time such payments are due, and the Company shall have no further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive (under the terms set forth in, and pursuant to the elections made under, the applicable deferred compensation plan or arrangement), in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period, excluding a termination for Good Reason,under this Agreement shall terminate without further obligations to the Executive, other than Accrued Base Salary and Vacation Pay, and the timely payment or provision of benefits pursuant to the last sentence of [Section 7(a)(6)] and [Section 7(a)(7)]. In such case, Accrued Base Salary and Vacation Pay shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.Agreement.

Cause; Other Than for Good Reason.Termination For Cause. If the Executive'Executive’s employment shall beis terminated for Cause duringa reason described in Section 3(b) above or if the Employment Period,Executive voluntarily terminates employment (other than for a reason described in Section 3(a)(2) above), this Agreement shall terminate without further obligations to the Executive under this Agreement other than for the obligation to paytimely payment to the Executive Annual Base Salaryof his currently effective annual base salary through the Date of Termination plus the amounttermination date and of any compensation previously deferred bythat the Executive (under the terms set forth in, and pursuantpreviously elected to the elections made under, the applicable deferred compensation plan or arrangement), in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than Accrued Base Salary and Vacation Pay, and the timely payment or provision of benefits pursuant to the last sentence of [Section 7(a)(6)] and [Section 7(a)(7)]. In such case, Accrued Base Salary and Vacation Pay shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. defer.

Cause; Other Than for Good Reason. If the Executive'Executive’s employment shall beis terminated for Cause duringCause, the Employment Period, this AgreementCompany shall terminate without further obligationshave no obligation to make payments of any kind to Executive except for payments of unpaid Base Salary on the Company’s regular payday, prorated to the effective date of termination, the dollar value of all accrued and unused vacation benefits based upon Executive’s Base Salary, and reimbursements for expenses incurred by Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive (under the terms set forth in, and pursuant to the elections made under, the applicable deferred compensation plan or arrangement), in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than Accrued Base Salary and Vacation Pay, and the timely payment or provision of benefits pursuant to the last sentence of [Section 7(a)(6)] and [Section 7(a)(7)]. In such case, Accrued Base Salary and Vacation Pay shall be paid to the Executive in a lump sum in cash within 30 dayson behalf of the DateCompany on or before the effective date of Termination. termination, each as contemplated by [subparagraph 3(a)].

Cause; Other Than for4.1Termination with Good Reason. IfReason by Executive or by the Company or the Employer without Cause. Subject to the provisions of this Agreement and the Executive’s compliance with the provisions of Section 5 of this Agreement, in the event that the Executive incurs a Termination of employment that is other than a Termination of employment under [Section 4.2] of this Agreement and is either # by the Company or the Employer (or any successor thereof) without Cause or # by the Executive with Good Reason, and provided in each case that the Executive executes and does not revoke a general release of claims substantially in the form attached as [Exhibit B] hereto (a “Release”) within forty (40) days following such Termination of employment (the “Release Requirement”), the Employer (or any successor thereto) shall pay to the Executive # thirty (30) days after such termination of employment, Executive’s accrued but unpaid base salary, any unreimbursed businesses expenses and any unused vacation time which has accrued during the year in which the Executive's employment shall be terminated for Cause duringis terminated, in each case as of the Employment Period, this Agreement shall terminate without further obligationsdate of termination; # any accrued and unpaid annual bonus under the Executive Bonus Plan with respect to the any prior year at such time as provided under the Executive Bonus Plan but in no event later than the March 15 of the calendar year following the calendar year in which the Executive’s employment terminates; # any other amounts or benefits owing to the Executive other thanunder the obligationterms of any employee benefit plan of the Company or, in the case of equity-based compensation awards, under the terms of the equity award plan or applicable award agreement; # any amounts the Executive may be entitled to paypursuant to the Deferred Compensation Plan at such times as provided under the terms of the Deferred Compensation Plan; and # the Severance Payment and the Severance Bonus. The Severance Payment shall be paid to the Executive Annual Base Salary through the Dateas follows: # one-half of Termination plus the amount of any compensation previously deferred by the Executive (underSeverance Payment on the terms set forth in,fifth (5th) business day following the six (6) month anniversary of Termination of employment, and pursuant to# the elections made under,remaining amount of the applicable deferred compensation plan or arrangement),Severance Payment in each case toequal monthly installments until the extent theretofore unpaid. Ifdate that is the Executive terminates employment duringtwelve (12) month anniversary of the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations toTermination of employment, provided that following the death of the Executive, other than Accrued Base Salary and Vacation Pay, and the timely payment or provisionentire amount of benefits pursuant to the last sentence of [Section 7(a)(6)] and [Section 7(a)(7)]. In such case, Accrued Base Salary and Vacation PaySeverance Payment shall be paid to the Executive in a single lump sum in cash within 30 dayspayment on the fifth (5th) business day following the date of death of the DateExecutive. The Severance Bonus shall be paid to the Executive in a single lump sum cash payment on the date that bonuses are paid under the Executive Bonus Plan, but in no event later than March 15th of Termination. the calendar year following the calendar year in which the Executive’s employment terminates. Notwithstanding the foregoing, the Executive's right to receive the Severance Payment and the Severance Bonus under this Section of the Agreement shall terminate, and the Executive shall be obligated to return to the Employer any payment or payments of the Severance Payment or the Severance Bonus previously made under this Section, if the Executive, directly or indirectly, commences employment with, or serves as an owner, operator, manager, director, partner, member or stockholder (other than as a stockholder of not more than two percent (2%) of any class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended) of, or consultant, advisor or independent contractor to, any business or organization that is a Competitor on or prior to the date that is the twelve (12) month anniversary of the Termination of employment.