AMENDED AND RESTATED 2009 EMPLOYMENT AGREEMENT

Exhibit (10) (i)

AMENDED AND RESTATED
2009 EMPLOYMENT AGREEMENT

     THIS AMENDED AND RESTATED 2009 EMPLOYMENT AGREEMENT (this “Agreement” ) is made and entered into this 22 day of December, 2008, between COOPER TIRE & RUBBER COMPANY, a Delaware corporation (the “Company” ), and Philip G. Weaver (the “Executive” ).

W I T N E S S E T H:

     WHEREAS, the Executive and the Company entered into an Employment Agreement dated as of May 3 ^rd , 2000, which was superseded in its entirety by an Amended and Restated Employment Agreement, made and entered into on June 6, 2000 (the “Amended Employment Agreement ”); and

     WHEREAS, the Executive and the Company have also entered into a Second Amended and Restated Employment Agreement dated October 13, 2006 (the “Second Amended Employment Agreement” ) which will take effect January 1, 2009, and supersede the Amended Employment Agreement, effective as of that date;

     WHEREAS, the Executive and the Company agree that the substantive provisions of the Amended Employment Agreement shall remain in full force and effect until January 1, 2009, but also agree that it is desirable to modify the terms of the Second Amended Employment Agreement in certain respects in order to satisfy the requirements Section 409A of the Code imposes on those payments under the Second Amended Employment Agreement which can be considered “deferred compensation” for purposes of Section 409A.

     WHEREAS, the Executive and the Company agree that the provisions of the Amended Employment Agreement shall remain in full force and effect until January 1, 2009, on which date the Amended Employment Agreement shall be superseded in its entirety by this Agreement; and

     WHEREAS, the Executive has been employed by the Company in the capacity of Vice President and Chief Financial Officer; and

     WHEREAS, the Company desires to continue to retain the services of the Executive in the future; and

     WHEREAS, the Executive desires to continue to serve in the capacity of Vice President and Chief Financial Officer of the Company, pursuant to the terms and provisions of this Agreement.

     NOW, THEREFORE, in consideration of the premises and the mutual promises and agreements contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Executive hereby amend and restate the Second Amended Employment Agreement effective as of January 1, 2009 to read as follows on and after that date:

        1.  Certain Defined Terms . In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement with initial capital letters:

           (a) “Affiliate” means any corporation, limited liability company, joint venture, partnership, or other legal entity in which the Company owns, directly or indirectly, or has previously owned, at least fifty percent (50%) of the capital stock, profits, interest or capital interest.

           (b) “Annual Incentive Compensation” means the amount paid or (but for any deferral) payable to the Executive for a year under any annual bonus compensation programs or arrangements. Annual Incentive Compensation shall not include or take into account long-term incentive compensation, stock option or other equity awards (regardless of whether granted annually), pension or other retirement benefit contributions or accruals, perquisites or other fringe benefits. For the avoidance of doubt, “Annual Incentive Compensation” may be zero.

           (c) “Average Annual Incentive Compensation” means the average of the three (3) greatest amounts of Annual Incentive Compensation out of the five (5) calendar years prior to the year in which a Termination Date occurs.

           (d) “Base Pay” means the Executive’s rate of annual base salary payable under this Agreement at the time a termination of employment occurs or, if applicable, immediately before any reduction in such amount that serves as a basis for a termination for Good Reason.

           (e) “Board” means the Board of Directors of the Company.

           (f) “Cause” means:

     (X) prior to a Change in Control, termination of the Executive’s employment with the Company by the Board because of:

     (Y) following a Change in Control, termination of the Executive’s employment with the Company by the Board because of:

Any notification to be given by the Board in accordance with Section 1(f)(X)(i), 1(f)(X)(ii), 1(f)(Y)(i) or 1(f)(Y)(ii) shall be in writing and shall specifically identify the breach, failure, refusal, act or omission to which the notification relates and, in the case of Section 1(f)(X)(ii), 1(f)(Y)(i) or 1(f)(Y)(ii), shall describe the injury to the Company, and such notification must be given within twelve (12) months of the Board becoming aware, or within twelve (12) months of when the Board should have reasonably become aware of the breach, failure, refusal, act, omission or injury identified in the notification. Notwithstanding Section 23, failure to notify the Executive within any such twelve (12) month period shall be deemed to be a waiver by the Board of any such breach, failure, refusal, act or omission by the Executive and any such breach, failure, refusal, act or omission by the Executive shall not then be determined to be a breach of this Agreement.

For the avoidance of doubt and for the purpose of determining Cause, the exercise of business judgment by the Executive shall not be determined to be Cause, even if such business judgment materially injures the financial condition or business reputation of, or is otherwise materially injurious to the Company or any Affiliate thereof, unless such business judgment by the Executive was not made in good faith, or constitutes willful or wanton misconduct, or was an intentional violation of state or federal law.

           (g) “Change in Control” means the occurrence during the Term of any of the following events:

     (i) the Company merges into itself, or is merged or consolidated with, another entity and as a result of such merger or consolidation less than 51% of the voting power of the then-outstanding voting securities of the surviving or resulting entity immediately after such transaction are directly or indirectly beneficially owned in the aggregate by the former stockholders of the Company immediately prior to such transaction;

     (ii) all or substantially all the assets accounted for on the consolidated balance sheet of the Company are sold or transferred to one or more entities or persons, and as a result of such sale or transfer less than 51% of the voting power of the then-outstanding voting securities of such entity or person immediately after such sale or transfer is directly or indirectly beneficially held in the aggregate by the former stockholders of the Company immediately prior to such transaction or series of transactions;

     (iii) a person, within the meaning of Section 3(a)(9) or 13(d)(3) (as in effect on the date of this Agreement) of the Securities Exchange Act of 1934, (the “ Exchange Act ” ) become the beneficial owner (as defined in Rule 13d-3 of the Securities and Exchange Commission pursuant to the Exchange Act) of 35% or more of the voting power of the then-outstanding voting securities of the Company; provided, however, that the foregoing does not apply to any such acquisition that is made by (w) any Affiliate of the Company; (x) any employee benefit plan of the Company or any Affiliate; or (y) any person or group of which employees of the Company or of any Affiliate control a greater than 25% interest unless the Board determines that such person or group is making a “hostile acquisition;” or (z) any person or group that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Executive; or

     (iv) a majority of the members of the Board are not Continuing Directors, where a “ Continuing Director ” is any member of the Board who (x) was a member of the Board on the date of this Agreement or (y) was nominated for election or elected to such Board with the affirmative vote of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election, provided that any director appointed or elected to the Board to avoid or settle a threatened or actual proxy contest shall in no event be deemed to be a Continuing Director.

           (h) “Code” means the Internal Revenue Code of 1986, as amended.

           (i) “Committee” means the Compensation Committee of the Board.

           (j) “Common Stock” means the Company’s common stock, par value $1.00 per share.

           (k) “Company” means the Company as hereinbefore defined.

           (l) “Disability” or “Disabled” means when, the Executive has been totally disabled by bodily injury or disease so as to prevent him from being physically able to perform the job duties as required under this Agreement, and such total disability shall have continued for five (5) consecutive months, and, in the opinion of a qualified physician selected by the Company, such disability will presumably be permanent and continuous during the remainder of the Executive’s life. Notwithstanding the preceding sentence, for any payment or benefit payable under this Agreement which is considered “deferred compensation” subject to Section 409A of the Code, the payment or benefit shall not be payable to the Executive solely by reason of a Disability unless such Disability is by reason of a medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than twelve (12) months or to result in death, and such Disability has caused the Executive to be either (i) unable to engage in any substantial, gainful activity, or (ii) eligible to receive income replacement benefits under an accident and health plan of the Company for a period of at last three (3) months.

           (m) “Good Reason” means the occurrence of any of the following conditions, without Executive’s express, prior written consent in each case, provided that the Executive has provided express written notice of the condition to the Company within ninety (90) days of the initial existence of the condition and the Company has failed to remedy such breach within thirty (30) days after its receipt of such written notice from the Executive:

     (i) a material (greater than 5%) reduction in the Executive’s Base Pay, other than as part of a reduction applicable to executive officers of the Company generally;

     (ii) a material breach by the Company of Section 2 or Section 4 of this Agreement, including but not limited to, the assignment to the Executive of any duties inconsistent with his status as Vice President and Chief Financial Officer of the Company, or his removal from such position, or a substantial alteration in the nature or status of his responsibilities from those described herein, (except, in each case, in connection with a promotion of the Executive);

     (iii) the relocation of the office of the Company where the Executive is employed to a location at least fifty (50) miles from Findlay, Ohio, except for required travel on the Company’s business to an extent reasonably required to perform his duties hereunder;

     (iv) except as required by law, the Company directly or indirectly materially reducing the level of benefits or award opportunities provided to the Executive under the Plans below the level required by Section 4, of this Agreement, other than a reduction or change in such benefits or opportunities applicable to executive officers of the Company generally or the Company failing to provide the Executive with the number of paid vacation days to which he is entitled on the basis of years of service with the Company in accordance with the Company’s normal vacation policy in effect at the date of this Agreement;

     (v) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as required in Section 19 hereof or, if the business of the Company for which the Executive’s services are principally performed is sold, the failure of the purchaser of such business to assume this Agreement or to provide the Executive with the same or a comparable position, duties, benefits, base salary and incentive compensation as provided in Section 4 of this Agreement; or

     (vi) the failure of the Board to elect the Executive to his existing position or an equivalent position.

Any notification to be given by the Executive in accordance with Section 1(m) shall specifically identify the breach or failure to which the notification relates, and such notification must be given within ninety (90) days of the Executive becoming aware, or within ninety (90) days of when the Executive should have reasonably become aware of the breach or failure identified in the notification. Notwithstanding Section 23, failure to notify the Company within any such ninety (90) day period shall be deemed to be a waiver by the Executive of any such breach or failure and any such breach or failure shall not then be considered “Good Reason”.

           (n) “Incentive Compensation Plan” means the Cooper Tire & Rubber Company 1998, 2001, and 2006 Incentive Compensation Plans, as amended.

           (o) “Long-Term Performance-Based Incentive Compensation” means any cash or equity-based compensation program in which the amounts paid, earned or vested are based upon achievement of specified performance goals over a period of more than one year. For the avoidance of doubt, equity awards that are earned, vest or become exercisable based solely upon continued employment and/or the passage of time is not “Long-Term Performance-Based Incentive Compensation.”

           (p) “Nonqualified Supplementary Benefit Plan” means the Cooper Tire & Rubber Company Nonqualified Supplementary Benefit Plan, effective November 8, 1984, as amended.

           (q) “Retirement Plans” means the Salaried Employees’ Retirement Plan and the Nonqualified Supplementary Benefit Plan or any successor plans thereto which provide comparable benefits.

           (r) “Salaried Employees’ Retirement Plan” means the Cooper Tire & Rubber Company Salaried Employees’ Retirement Plan, effective January 1, 1989, as amended.

           (s) “Termination” means:

     (i) the involuntary termination of the Executive’s employment by the Company at any time for any reason other than retirement, death, disability or Cause, or

     (ii) termination of the Executive’s employment by the Executive for Good Reason, or

     (iii) termination of the Executive’s employment at the end of the Term as a result of the Company delivering a notice of non-extension pursuant to Section 3 prior to Executive’s 64th birthday.

           (t) “Termination Date” means the date on which the Executive’s employment with the Company is terminated by the company or the Executive for any reason or for no reason. If the Executive’s employment is terminated by the Company, such date shall be specified in a written notice of termination (which date shall be no earlier than the date of furnishing such notice), or if no such date is specified therein, the date of receipt by the Executive of such written notice of termination, otherwise the Executive shall specify such date in a written notice of his resignation.

           (u) “1998 Option Plan” means the Cooper Tire & Rubber Company 1998 Employee Stock Option Plan, as amended.

     2.  Employment and Duties .

          (a)  General . The Company hereby employs the Executive and the Executive agrees upon the terms and conditions herein set forth to serve as Vice President and Chief Financial Officer, and, in such capacity, shall perform such duties as may be delineated in the Bylaws of the Company, and such other duties, commensurate with the Executive’s title and position of Vice President and Chief Financial Officer, as may be assigned to the Executive from time to time by the Chief Executive Officer of the Company (the “CEO” ) or such other officer of the Company as may be designated by the CEO.

          (b)  Exclusive Services . Throughout the Term (as defined in Section 3), Executive shall, except as may from time to time be otherwise agreed in writing by the Company and during reasonable vacations and unless prevented by ill health, devote his full-time and undivided attention during normal business hours to the business and affairs of the Company consistent with his senior executive position, shall in all respects conform to and comply with the lawful and reasonable directions and instructions given to him by the Board or such officer of the Company as may be designated by the Board, and shall use his best efforts to promote and serve the interests of the Company.

          (c)  Restrictions on Other Employment . Throughout the Term and provided that such activities do not contravene the provisions of Section 2(b) hereof or Section 15 hereof:

     (i) the Executive may engage in charitable and community affairs;

     (ii) the Executive may perform inconsequential services without specific compensation therefore in connection with the management of personal investments;

     (iii) the Executive may continue to serve in positions held as of October 14, 2006 on any board of directors of any business corporation, as identified by Executive to the Board; and,

     (iv) the Executive may, directly or indirectly, render services to any other person or organization (including service as a member of the Board of Directors of any other unaffiliated company), for which he receives compensation, that is not in competition with the Company, subject in each case to the prior written approval of the Board which approval will not be unreasonably withheld. The Executive may retain all fees he receives for such services, and the Company shall not reduce his compensation by the amount of such fees. For purposes of this Section 2(c)(iv) competition shall have the same meaning as intended for the purposes of Section 15.

     3.  Term of Employment . Subject to the provisions of Section 5 through Section 10 hereof, the Company shall retain the Executive pursuant to this Agreement and the Executive shall serve in the employ of the Company for a period (the “Term” ) commencing on January 1, 2009 and continuing in effect through December 31, 2009; provided, however, that on each January 1 after the commencement of the Term until the year in which the Executive’s 64 ^th birthday occurs, the Term shall automatically be

extended for one additional year unless, no later than September 30 of the preceding year, the Company or the Executive shall have given notice to the other that it does not wish to extend this Agreement.

     4.  Compensation and Other Benefits . Subject to the provisions of this Agreement, the Company shall pay and provide the following compensation and other benefits to the Executive during the Term as compensation for services rendered hereunder:

          (a)  Base Salary . The Company shall pay to the Executive Base Pay at the rate of $400,015 per annum, payable biweekly. The Base Pay will be reviewed not less than annually by the Board or by the Committee.

          (b)  Employee Benefit Plans . At all times during the Term, the Executive shall be provided the opportunity to participate in such Retirement Plans, and such employee pension and retirement benefit plans, whether or not qualified, and employee welfare benefit or perquisite plans, programs and arrangements (collectively, the “ Plans ”) as are, from time to time, generally made available to executives of the Company. The Retirement Plans, when considered as a whole, will provide benefits to Executive no less favorable than what would have been provided to Executive had the provisions of the Retirement Plans in effect as of June 6, 2000 remained in effect.

          (c)  Incentive Compensation . The Executive shall be eligible to participate in such annual incentive bonus compensation programs or arrangements established from time to time for executives of the Company.

          (d)  Long-Term Incentive Compensation . The Executive shall be eligible to participate in such long-term incentive plans and programs as the Company generally provides from time to time to its senior executives.

     5.  Termination Without Cause or for Good Reason Prior to a Change in Control.

          (a) Upon Termination prior to a Change in Control the Company shall pay the Executive the amount set forth in Section 5(a)(i) and, subject to and conditioned upon Section 24 and to the Executive’s delivering to the Company the Release provided for in Section 16 with all periods for revocation expired, the Company shall pay or provide to the Executive the amounts and benefits set forth in Section 5(a)(ii) through 5(a)(iv):

     (i) a single lump sum cash payment within thirty (30) days following the expiration of such revocation period equal to the Executive’s then current Base Pay, to the extent unpaid, through the Termination Date; plus

     (ii) a lump sum payment in cash within thirty (30) days following the expiration of such revocation period equal to two (2) times the sum of (i) the Executive’s Base Pay and (ii) the Average Annual Incentive Compensation; provided that, the portion (if any) of such lump sum payment which may be paid immediately upon expiration of such revocation period shall be limited to two (2) times the lesser of (i) the maximum limit on the annual compensation that may be taken into account by a qualified retirement under Section 401(a)(17) of the Code for the year which includes the date of Termination or (ii) the Executive’s annualized compensation from the Company for the calendar year preceding the year of the Termination, and the remainder of this lump sum payment shall not be paid to the Executive until the delayed payment date prescribed by Section 24 below; plus

     (iii) a single lump sum cash payment equal to the actuarial equivalent of the retirement pension the Executive has accrued under the Nonqualified Supplementary Benefit Plan payable on the delayed payment date that is six (6) months after the date of Termination, as prescribed by Section 24 below; and

     (iv) for twenty-four (24) months following the Termination Date, the Company shall provide the Executive with life, accident and health insurance benefits substantially similar to those to which the Executive and the Executive’s family were entitled immediately prior to the Termination provided that, to the extent such health benefits are determined to be taxable benefits by reason of Section 105(h) of the Code or otherwise, such health coverage shall be limited to eighteen (18) months following the Termination Date. Thereafter the Company shall provide retiree medical and life insurance coverage to the extent the Executive is eligible for such benefits under the terms of the applicable Plans in effect immediately prior to the Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5(a)(iv) shall be reduced to the extent comparable benefits are actually received by the Executive from other employment, and any such benefits actually received by the Executive shall be reported to the Company.

For purposes of Section 5(a)(iii), “actuarial equivalent” shall be determined using the 1994 Uninsured Pensioner Mortality Table (UP-94) and annual compound interest at the Corporate Bond yield average for bonds rated Ana by Moody’s reduced by fifty (50) basis points (.5 percent). The rate chosen from the aforereferenced table will be for the calendar month five months prior to the month which contains the effective date of payment and will be truncated to the lower 0.25% increment (e.g. 6.00%, 6.25%, 6.50%, etc.).

               (b) Notwithstanding any provision in any award agreement between the Company and the Executive or this Section 5, (i) all restricted stock units granted to the Executive that vest based solely upon the Executive’s continued employment with the Company and which have not otherwise vested shall vest immediately upon Termination, (ii) all restricted stock units granted to the Executive that vest based upon the achievement of performance criteria and which have not otherwise vested shall vest immediately upon Termination, but only to the extent that such awards would have become vested based upon the achievement of the relevant performance criteria through the Termination Date, or, in the case that either such performance cannot be calculated under the program prior to the completion of the performance period or the amount or benefit payable is not based solely on objective performance criteria, the vesting shall be pro-rated through the Termination Date assuming that the target level of performance had been achieved , and (iii) within five (5) days after the Termination Date, the Company shall either (1) pay to the Executive an amount equal to the fair market value (computed as the average of the high and low trades reported on the New York Stock Exchange) of the Common Stock represented by such vested restricted stock units determined as of the Termination Date, or (2) issue Common Stock under such vested awards to the Executive. Any such cash payment shall be deemed to be in lieu of and in substitution for any right the Executive may have to such vested restricted stock units under the terms of any award agreement between the Company and the Executive, and the Executive agrees to surrender all such vested restricted stock units being cashed out hereunder immediately prior to receiving the cash payment described above. For purposes hereunder, the term “restricted stock unit” should be read to include all other similar equity instruments, including, but not limited to, restricted stock.

               (c) Notwithstanding any provision in the Incentive Compensation Plan, the 1998 Option Plan, other relevant plan or program or this Section 5:

          (i) for a period of ninety (90) days following the Termination Date (or such longer period as may be set forth in the applicable stock option plan or award agreement) all stock options granted to the Executive by the Company that are both outstanding and vested immediately prior to Termination (in accordance with their then existing terms and this Section 5(c)) shall remain outstanding and exercisable, after which all such stock options that have not been exercised shall immediately terminate; and

          (ii) all stock options granted to the Executive by the Company which have not otherwise vested shall be vested immediately upon Termination and shall remain outstanding and exercisable thereafter for a period of ninety (90) days following the Termination Date, after which all such stock options that have not been exercised shall immediately terminate.

For purposes hereunder, the term “stock option” should be read to include all other similar equity instruments, including, but not limited to, stock appreciation rights.

          (d) Notwithstanding anything herein to the contrary, in no event shall amounts in respect of any restricted stock units or other stock rights that, as determined by the Company, provide for the “deferral of compensation” (as such term is defined under Section 409A of the Code and the regulations and other Treasury Department guidance promulgated thereunder (collectively, “Section 409A” )), that was granted or became vested on or after January 1, 2005, be distributed pursuant to Section 5(b) or Section 5(c) prior to the occurrence of the earlier of either (i) the Termination Date (or such later date required under Section 24), (ii) the Executive’s death or “Disability” (as such term is defined under Section 409A and in Section 1(l) above), (iii) a “change in the ownership or effective control” of the Company or in the “ownership of a substantial portion of the assets” of the Company (each as defined under Section 409A), or (iv) the specified time or fixed schedule as may be elected by the Executive in accordance with the applicable plan or arrangement and Section 409A. This Section 5(d) shall not apply to any stock options which are not considered deferred compensation subject to Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(5).

     6.  Severance and Other Benefits Upon or Following a Change in Control .

          (a) Upon Termination subsequent to a Change in Control the Company shall pay the Executive the amount set forth in Section 6(a)(i) and subject to and conditioned upon Section 24 and to the Executive’s delivering to the Company the Release provided for in Section 16 with all periods for revocation expired, the Company shall pay or provide to the Executive the amounts and benefits set forth in Section 6(a)(ii) through 6(a)(v):

     (i) a single lump sum cash payment within five (5) days following the expiration of such revocation period equal to the Executive’s then current Base Pay, to the extent unpaid, through the Termination Date;

     (ii) a lump sum cash payment within five (5) days following the expiration of such revocation period equal to the pro-rated portion of the benefit payable under any annual bonus compensation program in which Executive participates and of the pro-rated portion the benefit payable under each Long-Term Performance-Based Compensation award or program in which Executive participates; plus

     (iii) a single lump sum cash payment within five (5) days following the expiration of such revocation period equal to two (2) times the sum of (x) the Executive’s Base Pay plus (y) the greater of (A) the Executive’s target Annual Incentive Compensation for the year in which the Change in Control occurs or (B) the Average Annual Incentive Compensation; provided that, the portion (if any) of such lump sum payment which may be paid immediately upon the expiration of such revocation period shall be limited to two times the lesser of (i) the maximum limit on the annual compensation that may be taken into account by a qualified retirement under Section 401(a)(17) of the Code for the year which includes the date of Termination or (ii) the Executive’s annualized compensation from the Company for the calendar year preceding the year of the Termination, and the remainder of this lump sum payment shall not be paid to the Executive until the delayed payment date prescribed by Section 24 below; plus

     (iv) a single lump sum cash payment equal to the actuarial equivalent of the retirement pension the Executive has accrued under the Nonqualified Supplementary Benefit Plan payable on the date that is six (6) months after the date of Termination, as prescribed by Section 24 below ; and

     (v) for twenty-four (24) months following the Termination Date, the Company shall provide the Executive with life, accident and health insurance benefits substantially similar to those to which the Executive and the Executive’s family were entitled immediately prior to the Termination provided that, to the extent such health benefits are determined to be taxable by reason of Section 105(h) of the Code or otherwise, such health coverage shall be limited to eighteen (18) months following the Termination Date. Thereafter the Company shall provide retiree medical and life insurance coverage to the extent the Executive is eligible for such benefits under the terms of the applicable Plans in effect immediately prior to the Termination, with benefits otherwise receivable by the Executive pursuant to this Section 6(a)( iv v) shall be reduced to the extent comparable benefits are actually received by the Executive from other employment, and any such benefits actually received by the Executive shall be reported to the Company.

For purposes of Sections 6(a)( i ii), 7, 8(b), 9(a) and 10, the “pro-rated portion of the benefit payable” under a compensation arrangement shall be an amount pro-rated based upon the number of full months between the beginning of the year or other performance period and the date of Executive’s Termination relative to the total number of months in the year or in the applicable performance period, and the amount that is so pro-rated shall be, for an amount or benefit that is payable, earned and/or vested based solely on the achievement of objective performance criteria, based on actual performance through the end of the most recent quarter prior to the date of Executive’s Termination or, in the case that either such performance cannot be calculated under the program prior to the end of the year or the completion of the performance period or the amount or benefit payable is not based solely on objective performance criteria, the amount that is so pro-rated shall be based on the target amount or benefit under the compensation arrangement.

For purposes of Section 6(a)(iv), “actuarial equivalent” shall be determined using the 1994 Uninsured Pensioner Mortality Table (UP-94) and annual compound interest at the Corporate Bond yield average for bonds rated AAA by Moody’s reduced by fifty (50) basis points (.5 percent). The rate chosen from the aforereferenced table will be for the calendar month five months prior to the month which contains the effective date of payment and will be truncated to the lower 0.25% increment ( e.g. 6.00%, 6.25%, 6.50%, etc. );

          (b) Notwithstanding any provision in any award agreement between the Company and the Executive or this Section 6, (i) all restricted stock units granted to the Executive that vest based solely upon the Executive’s continued employment with the Company and which have not otherwise vested shall vest immediately prior to the consummation of a Change in Control, (ii) all restricted stock units granted to the Executive that vest based upon the achievement of performance criteria and which have not otherwise vested shall vest immediately prior to the consummation of a Change in Control, but only to the extent that such awards would have become vested based upon the achievement of the relevant performance criteria through the date of the Change in Control, or, in the case that either such performance cannot be calculated under the program prior to the completion of the performance period or the amount or benefit payable is not based solely on objective performance criteria, the vesting shall be pro-rated through the date of the Change in Control assuming that the target level of performance had been achieved, and (iii) within five (5) days after the consummation of the Change in Control, and, subject to Section 6(d), the Company shall either (1) pay to the Executive an amount equal to the fair market value (computed as the average of the high an