Incentive Compensation. Notwithstanding any provision of any annual cash bonus or annual cash incentive compensation plan of the Employer, the Company shall pay to the Executive, within five (5) days after the Executive’s Termination of Employment (or at such later date provided for in Section 2.g. hereof), a lump sum amount, in cash, equal to a pro rata portion to the date of Termination of Employment of the aggregate value of all annual cash bonus or annual cash incentive compensation awards to the Executive for all uncompleted periods under the plan calculated as to each such award as if the “target” with respect to such bonus or incentive compensation award had been attained; provided, however, that if the date of Termination of Employment occurs in the same uncompleted period under the plan as the Change of Control, the lump sum amount payable hereunder shall be reduced (but not below zero) by the amount payable under the plan in respect of such uncompleted period. The rights of the Executive in respect of all other incentive compensation awards shall be governed by the terms and conditions of the plans under which such awards were granted and the agreements evidencing such awards.

General Compensation and Benefits. Within five (5) days following the date of Termination of Employment (or such later date provided for in Section 2.g. hereof), the Company shall pay to the Executive in a lump sum the Executive’s full salary through the date of Termination of Employment at the rate in effect at the time notice of termination is given (disregarding any reduction in base salary described in [clause (B) of Section 1] h.(ii) hereof) and shall also pay to the Executive all compensation and benefits payable to the Executive through the date of Termination of Employment under the terms of any compensation or benefit plan, program or arrangement maintained by the Employer, such compensation and benefits to be paid at the times prescribed by the applicable plan, program or arrangement. The Company shall also pay the Executive’s normal post-termination compensation and benefits to the Executive as such payments become due. Such post termination compensation and benefits shall be determined under, and paid in accordance with, the Employer’s retirement, insurance and other compensation or benefit plans, programs and arrangements most favorable to the Executive in effect at any time during the 180-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, those provided generally at any time after the Change of Control Date to executives of the Company of comparable status and position to the Executive.

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.

Cash Balance Plan. If the Executive is a participant in a Cash Balance Plan (as defined below), then in addition to the benefits to which the Executive is entitled under each Cash Balance Plan, the Company shall pay 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), a lump sum amount, in cash, equal to the sum of # the amount that would have been credited to the Executive’s account thereunder (whether as pay credits, interest credits, or otherwise) during the two years immediately following the date of Termination of Employment, determined # as if the Executive earned compensation during such period at an annual rate equal to the Executive’s compensation (as defined in the Cash Balance Plan) during the twelve (12) months immediately preceding the date of Termination of Employment or, if higher, during the twelve months immediately prior to the first occurrence of an event or circumstance described in [clause (A), (B), (C), (D) or (E) of Section 1] h.(ii) hereof and # without regard to any amendment to the Cash Balance Plan made subsequent to a Change of Control and on or prior to the date of Termination of Employment, which amendment adversely affects in any manner the computation of benefits thereunder and # the excess, if any, of # the Executive’s account balance under the Cash Balance Plan as of the Date of Termination over # the portion of such account balance that is nonforfeitable under the terms of the Cash Balance Plan as of the date of Termination of Employment.