Pro-Rated Bonus. Following the end of the year in which Executive’s employment with the Company terminates, but no later than March 15 of such following year, the Committee, and if applicable, the Company’s Board of Directors (“Board”), shall determine in good faith the annual cash bonus that Executive would have been entitled to receive for the year of termination if Executive had remained employed by the Company through the end of such year (such hypothetical bonus, the “Termination Year Bonus”). The Company will pay Executive a pro-rated portion of the Termination Year Bonus based on the percentage of the year that Executive was employed by the Company in the year of termination. This amount will be payable on or before the earlier of # March 15 of the year immediately following the year of Executive’s termination and # the date that the Company pays annual cash bonuses to other executives of the Company with respect to the year of Executive’s termination.

Pro-Rated Bonus. Following the end of the year in which Executive’s employment with the Company terminates, but no later than March 15 of such following year, the Committee, and if applicable, the Board, shall determine in good faith the Termination Year Bonus (as defined above). The Company will pay Executive a pro-rated portion of the Termination Year Bonus based on the percentage of the year that Executive was employed by the Company in the year of termination. This amount will be payable on or before the earlier of # March 15 of the year immediately following the year of Executive’s termination and # the date that the Company pays annual cash bonuses to other executives of the Company with respect to the year of Executive’s termination.

Annual Bonus for Year of Termination. The Executive will receive a Bonus for the year in which the Termination Date occurred, calculated based on actual performance as provided in the applicable Compensation Plan, pro-rated for the number of months in the year in which the Executive provided services to the Company and assuming target performance on any subjective performance criteria. This pro rata Bonus will be be paid to the Executive at the same time bonuses are paid to other executives of the Company but no later than 2-1/2 months after the fiscal year end.

Pro-Rata Bonus. The Company shall pay a pro-rata portion of any unawarded Annual Bonus for the calendar year in which the Executive’s termination occurs based on the Board’s determination of actual achievement of performance criteria for that year (determined by multiplying the amount of the Annual Bonus which would be due for the full calendar year by a fraction, the numerator of which is the number of days during the calendar year of termination that the Executive is employed by the Company and the denominator of which is 365) (the “Pro-Rata Bonus”) payable at the time provided for in Section 6.