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EFTA01382737

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St. I/A Table of Contents in, tn ant;‘,. excess disability and life insurance coverage until his death. unless earlier terminated in accordance with the Ern ployman Agreement (the "Rains: Benefits"). In add Him. upon termination of Mr. Bisignano's employment with the Company by Mr. Bisignano without "good reason". in addition to certain accrual amounts. Mr. Bisignano be entitled to receive the Retiree Benefits. The Retiree Benefits in this table assumes Mr. Bisignano dies at age 80 and benefits are not taminatal before then. With respect to the other NEOs, represents the Company-paid portion of medical dental and vision benefits for each executive for a period of one year under the Policy. (3) Upon termination of Mr. Bisignano's employment by the Company without "cause", by Mr. Bisignano for "good reason". or due to the Company's non-renewal of the employment term. Mr. Bisignano is entitled to receive payment in installments over the Severance Period of an amount equal to financial planning benefits for two years following his termination of employment. (4) Mr. Bisignano's 2013 stock option agreement provides that. in the event of a termination of anploymcnt due to death or "disability." by him for Good Reason or by the Company without Cause. the unrested options that would have otherwise vested during the 12 month period following such termination will immediately vest and become exercisable. (5) Other than as specifically provided in Mr. Bisignano's 2013 stock option agreement with respect to all other outstanding stock options held by the NEO5 in the event of a termination of an NEO's employment due to death or "disability". by the NEO for "good reason" or by the Company without "cause". the unvested options that would have vested on the next anniversary of the grant date will vest pin-rata as determined by multiplying the number of shares of common stock subject to the option that would have so vested by a fraction. the numerator of which corre

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