(iii)          Executive’s Pro-rata LTIP Bonus reduced (but not below zero) by the amount of any LTIP Bonus paid to Executive with respect to the Company’s fiscal year in which the Termination Date occurs;

(iv)          all amounts previously deferred by, or accrued to the benefit of, Executive under any defined contribution Non-Qualified Plans, whether or not vested, together with any accrued earnings thereon, to the extent that such amounts and earnings have not been previously paid by the Company (whether pursuant to Section 2.4 or otherwise);

(v)           an amount equal to three (3.0) times the sum of (y) Base Salary, and (z) the Target Annual Bonus, each determined as of the Termination Date; provided, however, that any reduction in Executive’s Base Salary or Target Annual Bonus that would qualify as Good Reason shall be disregarded for this purpose; and

(vi)          to the extent not paid pursuant to clause (iv) of this Section 4.1(a), an amount equal to the sum of the value of the unvested portion of Executive’s accounts or accrued benefits under any defined contribution Plan (whether or not qualified under Section 401(a) of the Code) maintained by the Company as of the Termination Date and forfeited by Executive by reason of the Termination of Employment.

Such lump-sum amount shall be paid no more than five business days after the date of Termination of Employment.

(b)           The Company shall pay Executive, in lieu of all benefits under all defined benefit Non-Qualified Plans that have accrued on or before the Termination Date but remain unpaid as of such date, a lump-sum cash amount equal to the positive difference, if any, between:

(i)            the sum of the Lump-Sum Values of each Maximum Annuity that would be payable to Executive under any defined benefit Plan (whether or not qualified under Section 401(a) of the Code) if Executive had:

(1)           become fully vested in all such benefits to the extent that such benefits are unvested as of the Termination Date,

(2)           attained as of the Termination Date an age that is three years greater than Executive’s actual age,

(3)           accrued a number of years of service (for purposes of determining the amount of such benefits, entitlement to early retirement benefits, and all other purposes of such defined benefit plans) that is three years greater than the number of years of service actually accrued by Executive as of the Termination Date, and

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(4)           received the lump-sum severance benefits specified in Section 4.1(a) (excluding all LTIP Bonuses, and all amounts in respect of Stock Options or Restricted Shares, if any) as covered compensation in equal monthly installments during the three year period following Termination of Employment,

minus

(ii)           the sum of (x) the Lump-Sum Values of the Maximum Annuity benefits vested and payable (whether currently or at some future date) to Executive under each defined benefit Plan that is qualified under Section 401(a) of the Code and (y) the aggregate amounts simultaneously or previously paid (whether pursuant to Section 2.4 or otherwise) to Executive under the defined benefit Plans (whether or not qualified under Section 401(a) of the Code) described in clause (i) of this Section 4.1(b).

Such lump-sum amount shall be paid no more than five business days after the date of Termination of Employment.

(c)           (i) On the date of Termination of Employment, all of Executive’s unvested Stock Options then outstanding (whether granted before or after the Agreement Date) shall immediately become fully vested and exercisable, and (ii) all of Executive’s Restricted Shares then outstanding shall immediately become fully vested and nonforfeitable.  This Section 4.1(c) amends all award agreements dated as of any date before the Agreement Date.

(d)           All of Executive’s then-outstanding Stock Options that were granted after the Agreement Date, whether vested on or before the date of Termination of Employment, shall thereafter remain exercisable until the last to occur of (x) the first anniversary of the date of Termination of Employment, and (y) any period provided in the applicable stock option agreement or stock option plan as then in effect, but in no event shall such period of exercisability continue after the earlier of (i) the date on which such Stock Options would have expired if Executive had remained an employee of the Company, or (ii) the tenth anniversary of the original date of the Stock Option grant.

(e)           Within five business days after date of Executive’s Termination of Employment, the Company shall deliver to Executive certificates for all Restricted Shares theretofore held by or on behalf of the Company.

(f)            The Company shall pay on behalf of Executive all reasonable fees and costs charged by the outplacement firm selected by Executive to provide outplacement services to Executive that are incurred no later than the end of the second year following the year in which the Termination of Employment occurs.

(g)           During the period of time which Executive would be entitled to continuation coverage under a Company-sponsored group health plan under Section 4980 of the Code or such later date as any Plan may specify, the Company shall continue to make available to Executive and Executive’s family welfare benefits (including medical,

17

prescription, dental, disability, salary continuance, individual life, group life, accidental death and travel accident insurance plans and programs) that are at least as favorable as the most favorable Plans of the Company applicable to other peer executives and their families as of the Termination Date, but which are in no event less favorable than the most favorable Plans of the Company applicable to other peer executives and their families during the 90-day period immediately before the Effective Date.  The cost of such welfare benefits, including continuation coverage required by Section 4980 of the Code (“COBRA”), to Executive shall not exceed the cost of such benefits to Executive immediately before the Termination Date or, if less, the Effective Date.  Executive’s rights under this Section shall be co-extensive with any post-termination continuation coverage Executive may have pursuant to applicable law, including COBRA,.  Accordingly, in order to receive this coverage, Executive shall timely elect continuation coverage under COBRA for Executive and Executive’s covered dependents.  Notwithstanding any of the above, such welfare benefits shall be secondary to any similar welfare benefits provided by Executive’s subsequent employer as provided in the Plans.

4.2             If by the Company for Cause.  If the Company terminates Executive’s employment for Cause during the Post-Change Period, the Company’s sole obligation to Executive under Sections 2.1 and 2.2 and this Article shall be to pay Executive a lump-sum cash amount equal to all Accrued Obligations determined as of the Termination Date.

4.3           If by Executive Other Than for Good Reason.  If Executive terminates employment during the Post-Change Period other than for Good Reason, Disability or death, the Company’s sole obligation to Executive under Sections 2.1 and 2.2 and this Article shall be to pay Executive a lump-sum cash amount equal to all Accrued Obligations determined as of the Termination Date.

4.4           If by the Company for Disability.  If the Company terminates Executive’s employment by reason of Executive’s Disability during the Post-Change Period, the Company’s sole obligation to Executive under Sections 2.1 and 2.2 and this Article shall be as follows:

(iii)          Executive’s Pro-rata LTIP Bonus
reduced (but not below zero) by the amount of any LTIP Bonus paid to Executive
with respect to the Company’s fiscal year in which the Termination Date occurs;

(iv)          all amounts previously deferred by, or
accrued to the benefit of, Executive under any defined contribution
Non-Qualified Plans, whether or not vested, together with any accrued earnings
thereon, to the extent that such amounts and earnings have not been previously
paid by the Company (whether pursuant to Section 2.4 or otherwise);

(v)           an amount equal to three (3.0) times
the sum of (y) Base Salary, and (z) the Target Annual Bonus, each
determined as of the Termination Date; provided, however, that any reduction in
Executive’s Base Salary or Target Annual Bonus that would qualify as Good
Reason shall be disregarded for this purpose; and

(vi)          to the extent not paid pursuant to
clause (iv) of this Section 4.1(a), an amount equal to the sum of the value of
the unvested portion of Executive’s accounts or accrued benefits under any
defined contribution Plan (whether or not qualified under Section 401(a) of the
Code) maintained by the Company as of the Termination Date and forfeited by
Executive by reason of the Termination of Employment.

Such lump-sum
amount shall be paid no more than five business days after the date of
Termination of Employment.

(b)           The Company shall pay Executive, in
lieu of all benefits under all defined benefit Non-Qualified Plans that have
accrued on or before the Termination Date but remain unpaid as of such date, a
lump-sum cash amount equal to the positive difference, if any, between:

(i)            the sum of the Lump-Sum Values of
each Maximum Annuity that would be payable to Executive under any defined
benefit Plan (whether or not qualified under Section 401(a) of the Code) if
Executive had:

(1)           become fully vested in all such
benefits to the extent that such benefits are unvested as of the Termination
Date,

(2)           attained as of the Termination Date
an age that is three years greater than Executive’s actual age,

(3)           accrued a number of years of service
(for purposes of determining the amount of such benefits, entitlement to early
retirement benefits, and all other purposes of such defined benefit plans) that
is three years greater than the number of years of service actually accrued by
Executive as of the Termination Date, and

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(4)           received the lump-sum severance
benefits specified in Section 4.1(a) (excluding all LTIP Bonuses, and all
amounts in respect of Stock Options or Restricted Shares, if any) as covered
compensation in equal monthly installments during the three year period
following Termination of Employment,

minus

(ii)           the sum of (x) the Lump-Sum Values of
the Maximum Annuity benefits vested and payable (whether currently or at some
future date) to Executive under each defined benefit Plan that is qualified
under Section 401(a) of the Code and (y) the aggregate amounts simultaneously
or previously paid (whether pursuant to Section 2.4 or otherwise) to Executive
under the defined benefit Plans (whether or not qualified under Section 401(a)
of the Code) described in clause (i) of this Section 4.1(b).

Such lump-sum
amount shall be paid no more than five business days after the date of
Termination of Employment.

(c)           (i) On the date of Termination of
Employment, all of Executive’s unvested Stock Options then outstanding (whether
granted before or after the Agreement Date) shall immediately become fully
vested and exercisable, and (ii) all of Executive’s Restricted Shares then
outstanding shall immediately become fully vested and nonforfeitable.  This Section 4.1(c) amends all award
agreements dated as of any date before the Agreement Date.

(d)           All of Executive’s then-outstanding
Stock Options that were granted after the Agreement Date, whether vested on or
before the date of Termination of Employment, shall thereafter remain
exercisable until the last to occur of (x) the first anniversary of the date of
Termination of Employment, and (y) any period provided in the applicable
stock option agreement or stock option plan as then in effect, but in no event
shall such period of exercisability continue after the earlier of (i) the date
on which such Stock Options would have expired if Executive had remained an
employee of the Company, or (ii) the tenth anniversary of the original date of
the Stock Option grant.

(e)           Within five business days after date
of Executive’s Termination of Employment, the Company shall deliver to
Executive certificates for all Restricted Shares theretofore held by or on
behalf of the Company.

(f)            The Company shall pay on behalf of
Executive all reasonable fees and costs charged by the outplacement firm
selected by Executive to provide outplacement services to Executive that are
incurred no later than the end of the second year following the year in which
the Termination of Employment occurs.

(g)           During the period of time which Executive
would be entitled to continuation coverage under a Company-sponsored group
health plan under Section 4980 of the Code or such later date as any Plan may
specify, the Company shall continue to make available to Executive and
Executive’s family welfare benefits (including medical,

17

prescription, dental, disability, salary continuance,
individual life, group life, accidental death and travel accident insurance
plans and programs) that are at least as favorable as the most favorable Plans
of the Company applicable to other peer executives and their families as of the
Termination Date, but which are in no event less favorable than the most
favorable Plans of the Company applicable to other peer executives and their
families during the 90-day period immediately before the Effective Date.  The cost of such welfare benefits, including continuation coverage required by Section 4980 of
the Code (“COBRA”), to Executive shall not exceed the cost of such
benefits to Executive immediately before the Termination Date or, if less, the
Effective Date.  Executive’s rights under this Section shall be co-extensive with any
post-termination continuation coverage Executive may have pursuant to
applicable law, including COBRA,. 
Accordingly, in order to receive this coverage, Executive shall timely
elect continuation coverage under COBRA for Executive and Executive’s covered
dependents.  Notwithstanding any
of the above, such welfare benefits shall be secondary to any similar welfare
benefits provided by Executive’s subsequent employer as provided in the Plans.

4.2             If by the Company for Cause.  If the Company terminates Executive’s
employment for Cause during the Post-Change Period, the Company’s sole
obligation to Executive under Sections 2.1 and 2.2 and this Article shall be to
pay Executive a lump-sum cash amount equal to all Accrued Obligations
determined as of the Termination Date.

4.3           If
by Executive Other Than for Good Reason. 
If Executive terminates employment during the Post-Change Period other
than for Good Reason, Disability or death, the Company’s sole obligation to
Executive under Sections 2.1 and 2.2 and this Article shall be to pay Executive
a lump-sum cash amount equal to all Accrued Obligations determined as of the
Termination Date.

4.4           If
by the Company for Disability.  If
the Company terminates Executive’s employment by reason of Executive’s
Disability during the Post-Change Period, the Company’s sole obligation to
Executive under Sections 2.1 and 2.2 and this Article shall be as follows: