Common use of Additional Payments and Benefits Clause in Contracts

Additional Payments and Benefits. (a) Provided that the Executive has not revoked the general release contained in Section 5 hereof and has not materially breached the provisions of Section 7, 8, 9(a) or 10 hereof (in all cases, to the extent curable, after taking into consideration any applicable cure period), the Company shall make the payments and provide the benefits set forth in this Section 3(a). (i) During the period commencing as of the date next following the Effective Date and ending October 31, 2005 (the "Severance Period"), the Company shall pay to the Executive, in accordance with the Company's regular payroll practices, amounts equal to the Executive's base salary in effect immediately prior to the Effective Date, at an annual rate of $312,000 per year, as adjusted each April 1st in accordance with increases in the Consumer Price Index from the previous calendar year for All Urban Consumers for the U.S. City Average for All Items, 1982-84=100. (ii) Notwithstanding the death, retirement, resignation, or termination of employment contemplated hereby, each stock option granted to the Executive to purchase shares of common stock, par value $.01, of Tupperware ("Tupperware Common Stock") pursuant to the Tupperware Corporation 1996 Incentive Plan, the Tupperware Corporation 2000 Incentive Plan, the Tupperware Corporation 2002 Incentive Plan or any other stock option plan adopted by Tupperware (each, a "Tupperware Plan") shall: (A) to the extent vested as of the Effective Date, be exercisable and remain vested, non-forfeitable, and exercisable until the date that is six years following the Effective Date, in accordance with the terms of the stock option agreement relating thereto and the applicable Tupperware Plan (to the extent not inconsistent with the terms of this Agreement), (a) by the Executive; (b) upon the death of the Executive, by the executor, administrator or personal representative of the Executive; or (c) upon the legal incapacity of the Executive, by the legal representative of the Executive; and (B) to the extent not fully vested as of the Effective Date, continue to vest in accordance with the vesting schedule contained in the applicable stock option agreement as if the Executive were still employed by Tupperware, become non-forfeitable and exercisable when vested and thereafter remain vested, non-forfeitable, and exercisable until the date that is six years following the Effective Date, in accordance with the terms of the stock option agreement relating thereto and the applicable Tupperware Plan (to the extent not inconsistent with the terms of this Agreement), (a) by the Executive; (b) upon the death of the Executive, by the executor, administrator or personal representative of the Executive; or (c) upon the legal incapacity of the Executive, by the legal representative of the Executive. All provisions of such stock option agreements that conflict with the foregoing in any manner shall be disregarded and shall be deemed amended accordingly as of the Effective Date. If the terms of any applicable stock option agreement or any applicable Tupperware Plan require the consent or any other action of the Board of Directors of Tupperware (or any committee thereof which is charged with the administration of the Tupperware Plans) in order to carry out the intent of this Section 3(a)(ii), then Tupperware hereby represents and warrants to the Executive (which representation and warranty shall survive for a period of six years from the Effective Date) that such consent or other action has been or will be duly taken. (iii) During the Severance Period, the Executive shall be eligible to continue to participate in, and to receive benefits under, the Company's medical plan in which the Executive was participating as of the Effective Date, subject to any modifications thereto generally applicable to all other participants in such plan; provided, however, that during such period, the Company shall not modify such plan in a manner which would materially decrease the level of benefits available to the Executive as of the Effective Date. During such period, the Company shall deduct from amounts payable to the Executive amounts equal to amounts that would have been payable by the Executive for such coverage, and at the times such amounts would have been payable, if the Executive had not retired. Pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Executive may elect to continue coverage for the Executive and his dependents under the Company's medical plan for a period of up to 18 months following the Severance Period or as otherwise provided by COBRA. The Executive shall pay all expenses relating to such COBRA coverage in accordance with COBRA. (iv) During the Severance Period, the Company shall (A) reimburse the Executive for monthly club membership dues for the Preston Trails Country Club, Dallas, Texas, and the Dallas Country Club, Dallas, Texas, which memberships are owned by the Executive; (B) directly pay (not reimburse the Executive) for the Executive's expenses for financial planning advice in the amount of $5,500 per year; and (C) pay the lease payments, insurance payments and maintenance expenses associated with the automobile furnished to the Executive by the Company as of the Effective Date; provided, however, that the Company shall cease to pay such automobile expenses upon the expiration of the term of such automobile lease, if earlier. (v) The Company hereby assigns and conveys to the Executive all tickets to the Dallas Mavericks basketball games purchased by the Company for the remainder of the 2002-2003 basketball season. The Company agrees that, if permitted to do so, it shall take all necessary actions to assign to the Executive, for his personal use, any and all of the Company's rights to purchase such tickets for subsequent basketball seasons. (vi) The Company shall continue to provide the Executive's existing office at the Company for his use until the end of the Company's annual sales force celebration event in August 2003 (the "2003 Celebration"). Until the end of the 2003 Celebration, the Company shall provide the Executive with secretarial assistance on an as needed basis in coordination with Xxxxx Xxxxxxxxx. (b) Provided the Executive has not revoked the general release contained in Section 5 hereof and shall not have materially breached the provisions of Section 7, 8, 9(a) or 10 hereof (in all cases, to the extent curable, after taking into consideration any applicable cure period), the Company shall pay to the Executive an aggregate amount equal to $500,000, payable in monthly installments of $20,833.33, during the period beginning November 1, 2005 and ending on October 31, 2007.

Additional Payments and Benefits. Provided that Employee executes -------------------------------- and delivers this Agreement and does not breach or revoke it, and in consideration for Employee's covenants and release herein, Employee will be provided the following payments and benefits in addition to the payment of usual and customary wages and benefits: (a) Provided Employee shall be provided severance pay through February 4, 2001 at the regular rate of pay at the Termination Date, subject to usual and customary deductions and withholdings. This severance pay will begin following the eighth day following the execution and delivery of the Agreement provided there is no rescission, revocation or breach of the Agreement by the Employee. Severance payments will be paid during regularly scheduled payroll processing. (b) The Stock Option Agreement dated August 15, 1997 between Employee and the Company (the "1997 Option") is hereby amended to provide that, notwithstanding the termination of Employee's employment on February 4, 2000, so long as Employee is not in breach or violation of this Agreement (i) all of the shares subject to the 1997 Option shall be vested and exercisable as of February 4, 2001 and (ii) the option shall be exercisable by Employee for a period of thirty (30) days after February 4, 2001. All other terms of the 1997 Option shall remain in full force and effect (c) The Stock Option Agreement dated November 10, 1998 between Employee and the Company (the "1998 Option") is hereby amended to provide that, notwithstanding the termination of Employee's employment on February 4, 2000, so long as Employee is not in breach or violation of this Agreement (i) an aggregate of 23,750 of the shares subject to the 1998 Option shall be vested and exercisable as of February 4, 2001 and (ii) the option shall be exercisable by Employee for a period of thirty (30) days after February 4, 2001. All other terms of the 1998 Option shall remain in full force and effect. (d) The Stock Option Agreement dated November 4, 1999 between Employee and the Company (the "1999 Option") is hereby amended to provide that, notwithstanding the termination of Employee's employment on February 4, 2000, so long as Employee is not in breach or violation of this Agreement (i) 12,500 of the shares subject to the 1999 Option shall be vested and exercisable as of February 4, 2001 and (ii) the option shall be exercisable by Employee for a period of thirty (30) days after February 4, 2001. Notwithstanding the foregoing, in the event that, prior to February 4, 2001 there is a Change in Control (as such term is defined in the Management Continuity Agreement dated April 28, 1999 between Employee and the Company), then, so long as Employee is not in breach or violation of this Agreement, an aggregate of 20,000 of the shares subject to the 1999 Option shall be vested and exercisable immediately prior to such Change in Control. All other terms of the 1999 Option shall remain in full force and effect. It is agreed and acknowledged that the Executive has Company is not revoked the general release contained in Section 5 hereof and has not materially breached the provisions of Section 7, 8, 9(a) or 10 hereof (in all cases, obligated to the extent curable, after taking into consideration any applicable cure period), the Company shall make the payments and provide the benefits described in this paragraph 3, that the Company does so only as consideration for the covenants and release herein, that such payments and benefits would not be made in the absence of this Agreement and that such payments constitute adequate consideration for the covenants and release set forth in this Section 3(a). (i) During the period commencing as of the date next following the Effective Date Agreement. Other than those benefits and ending October 31, 2005 (the "Severance Period")payments specified in this Agreement, the Company shall pay have no obligation to the Executive, in accordance with the Company's regular payroll practices, amounts equal to the Executive's base salary in effect immediately prior to the Effective Date, at an annual rate of $312,000 per year, as adjusted each April 1st in accordance with increases in the Consumer Price Index from the previous calendar year for All Urban Consumers for the U.S. City Average for All Items, 1982-84=100. (ii) Notwithstanding the death, retirement, resignation, or termination of employment contemplated hereby, each stock option granted to the Executive to purchase shares of common stock, par value $.01, of Tupperware ("Tupperware Common Stock") pursuant to the Tupperware Corporation 1996 Incentive Plan, the Tupperware Corporation 2000 Incentive Plan, the Tupperware Corporation 2002 Incentive Plan or any other stock option plan adopted by Tupperware (each, a "Tupperware Plan") shall: (A) to the extent vested as of the Effective Date, be exercisable and remain vested, non-forfeitable, and exercisable until the date that is six years following the Effective Date, in accordance with the terms of the stock option agreement relating thereto and the applicable Tupperware Plan (to the extent not inconsistent with the terms of this Agreement), (a) by the Executive; (b) upon the death of the Executive, by the executor, administrator or personal representative of the Executive; or (c) upon the legal incapacity of the Executive, by the legal representative of the Executive; and (B) to the extent not fully vested as of the Effective Date, continue to vest in accordance with the vesting schedule contained in the applicable stock option agreement as if the Executive were still employed by Tupperware, become non-forfeitable and exercisable when vested and thereafter remain vested, non-forfeitable, and exercisable until the date that is six years following the Effective Date, in accordance with the terms of the stock option agreement relating thereto and the applicable Tupperware Plan (to the extent not inconsistent with the terms of this Agreement), (a) by the Executive; (b) upon the death of the Executive, by the executor, administrator or personal representative of the Executive; or (c) upon the legal incapacity of the Executive, by the legal representative of the Executive. All provisions of such stock option agreements that conflict with the foregoing in any manner shall be disregarded provide and shall be deemed amended accordingly as of the Effective Date. If the terms provide no further payments or benefits of any applicable stock option agreement or any applicable Tupperware Plan require the consent or any other action of the Board of Directors of Tupperware (or any committee thereof which is charged with the administration of the Tupperware Plans) in order kind to carry out the intent of this Section 3(a)(ii), then Tupperware hereby represents and warrants to the Executive (which representation and warranty shall survive for a period of six years from the Effective Date) that such consent or other action has been or will be duly takenEmployee. (iii) During the Severance Period, the Executive shall be eligible to continue to participate in, and to receive benefits under, the Company's medical plan in which the Executive was participating as of the Effective Date, subject to any modifications thereto generally applicable to all other participants in such plan; provided, however, that during such period, the Company shall not modify such plan in a manner which would materially decrease the level of benefits available to the Executive as of the Effective Date. During such period, the Company shall deduct from amounts payable to the Executive amounts equal to amounts that would have been payable by the Executive for such coverage, and at the times such amounts would have been payable, if the Executive had not retired. Pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Executive may elect to continue coverage for the Executive and his dependents under the Company's medical plan for a period of up to 18 months following the Severance Period or as otherwise provided by COBRA. The Executive shall pay all expenses relating to such COBRA coverage in accordance with COBRA. (iv) During the Severance Period, the Company shall (A) reimburse the Executive for monthly club membership dues for the Preston Trails Country Club, Dallas, Texas, and the Dallas Country Club, Dallas, Texas, which memberships are owned by the Executive; (B) directly pay (not reimburse the Executive) for the Executive's expenses for financial planning advice in the amount of $5,500 per year; and (C) pay the lease payments, insurance payments and maintenance expenses associated with the automobile furnished to the Executive by the Company as of the Effective Date; provided, however, that the Company shall cease to pay such automobile expenses upon the expiration of the term of such automobile lease, if earlier. (v) The Company hereby assigns and conveys to the Executive all tickets to the Dallas Mavericks basketball games purchased by the Company for the remainder of the 2002-2003 basketball season. The Company agrees that, if permitted to do so, it shall take all necessary actions to assign to the Executive, for his personal use, any and all of the Company's rights to purchase such tickets for subsequent basketball seasons. (vi) The Company shall continue to provide the Executive's existing office at the Company for his use until the end of the Company's annual sales force celebration event in August 2003 (the "2003 Celebration"). Until the end of the 2003 Celebration, the Company shall provide the Executive with secretarial assistance on an as needed basis in coordination with Xxxxx Xxxxxxxxx. (b) Provided the Executive has not revoked the general release contained in Section 5 hereof and shall not have materially breached the provisions of Section 7, 8, 9(a) or 10 hereof (in all cases, to the extent curable, after taking into consideration any applicable cure period), the Company shall pay to the Executive an aggregate amount equal to $500,000, payable in monthly installments of $20,833.33, during the period beginning November 1, 2005 and ending on October 31, 2007.

Additional Payments and Benefits. The Executive shall also be entitled to: (ai) Provided A lump sum cash payment of $3,000,000 times the number of long-term equity awards that the Executive has not revoked would have received annually had he remained employed from the general release contained Executive's date of Termination through December 31, 2006 (For example, if the Executive's date of Termination occurred in Section 5 hereof 2004, after the grant of that year's long-term equity award, the Executive would receive $6,000,000); (ii) A lump sum cash payment equal to the sum of (A) the Executive's accrued but unpaid annual base salary through the date of Termination, (B) the unpaid portion, if any, of annual bonuses earned by the Executive pursuant to the Company's incentive compensation plan for any year ending prior to the Executive's date of Termination, (C) a pro rata portion of the Executive's Bonus Component in respect of the year in which the date of Termination occurs (calculated from January 1 of such year through the date of Termination) (such payment, the "Pro Rata Bonus"), and has not materially breached (D) an amount, if any, equal to compensation previously deferred (excluding any qualified plan deferrals) and any accrued vacation pay, in each case, in full satisfaction of the provisions of Section 7Executive's rights thereto; (iii) Continued medical, 8dental, 9(avision, disability, accidental death and dismemberment and life insurance coverage ("Welfare Benefit Coverage") or 10 hereof (in all casesfor the Executive and the Executive's eligible dependents or, to the extent curableWelfare Benefit Coverage is not commercially available, after taking into consideration any applicable cure period), the Company shall make the payments and provide the benefits set forth in this Section 3(a). (i) During the period commencing as of the date next following the Effective Date and ending October 31, 2005 (the "Severance Period"), the Company shall pay such other arrangements reasonably acceptable to the Executive, on the same basis as in accordance with the Company's regular payroll practices, amounts equal effect prior to the Executive's base salary in effect immediately prior to Termination, for a period ending on the Effective Date, at an annual rate earlier of $312,000 per year, as adjusted each April 1st in accordance (A) the end of the three and one-half-year period following the date of Termination under Section 4(a) hereof (the "Continuation Period") or (B) the commencement of comparable coverage by the Executive with increases in the Consumer Price Index from the previous calendar year for All Urban Consumers for the U.S. City Average for All Items, 1982-84=100.a subsequent employer; (iiiv) Notwithstanding Immediate 100% vesting of all outstanding stock options, stock appreciation rights, phantom stock units, and restricted stock granted or issued by the death, retirement, resignation, or termination of employment contemplated hereby, each stock option granted Company to the Executive to purchase shares of common stock, par value $.01, of Tupperware ("Tupperware Common Stock") pursuant to the Tupperware Corporation 1996 Incentive Plan, the Tupperware Corporation 2000 Incentive Plan, the Tupperware Corporation 2002 Incentive Plan or any other stock option plan adopted by Tupperware (each, a "Tupperware Plan") shall: (A) to the extent vested as of the Effective Date, be exercisable and remain vested, non-forfeitable, and exercisable until the date that is six years following the Effective Date, in accordance with the terms of the stock option agreement relating thereto and the applicable Tupperware Plan (to the extent not inconsistent with the terms of this Agreement), (a) by the Executive; (b) upon the death of the Executive, by the executor, administrator previously vested on or personal representative of the Executive; or (c) upon the legal incapacity of the Executive, by the legal representative of the Executive; and (B) to the extent not fully vested as of the Effective Date, continue to vest in accordance with the vesting schedule contained in the applicable stock option agreement as if the Executive were still employed by Tupperware, become non-forfeitable and exercisable when vested and thereafter remain vested, non-forfeitable, and exercisable until the date that is six years following the Effective Date, in accordance with the terms Change of the stock option agreement relating thereto and the applicable Tupperware Plan (to the extent not inconsistent with the terms of this Agreement), (a) by the Executive; (b) upon the death of the Executive, by the executor, administrator or personal representative of the Executive; or (c) upon the legal incapacity of the Executive, by the legal representative of the Executive. All provisions of such stock option agreements that conflict with the foregoing in any manner shall be disregarded and shall be deemed amended accordingly as of the Effective Date. If the terms of any applicable stock option agreement or any applicable Tupperware Plan require the consent or any other action of the Board of Directors of Tupperware (or any committee thereof which is charged with the administration of the Tupperware Plans) in order to carry out the intent of this Section 3(a)(ii), then Tupperware hereby represents and warrants to the Executive (which representation and warranty shall survive for a period of six years from the Effective Date) that such consent or other action has been or will be duly taken. (iii) During the Severance Period, the Executive shall be eligible to continue to participate in, and to receive benefits under, the Company's medical plan in which the Executive was participating as of the Effective Date, subject to any modifications thereto generally applicable to all other participants in such plan; provided, however, that during such period, the Company shall not modify such plan in a manner which would materially decrease the level of benefits available to the Executive as of the Effective Date. During such period, the Company shall deduct from amounts payable to the Executive amounts equal to amounts that would have been payable by the Executive for such coverage, and at the times such amounts would have been payable, if the Executive had not retired. Pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Executive may elect to continue coverage for the Executive and his dependents under the Company's medical plan for a period of up to 18 months following the Severance Period or as otherwise provided by COBRA. The Executive shall pay all expenses relating to such COBRA coverage in accordance with COBRA. (iv) During the Severance Period, the Company shall (A) reimburse the Executive for monthly club membership dues for the Preston Trails Country Club, Dallas, Texas, and the Dallas Country Club, Dallas, Texas, which memberships are owned by the Executive; (B) directly pay (not reimburse the Executive) for the Executive's expenses for financial planning advice in the amount of $5,500 per year; and (C) pay the lease payments, insurance payments and maintenance expenses associated with the automobile furnished to the Executive by the Company as of the Effective Date; provided, however, that the Company shall cease to pay such automobile expenses upon the expiration of the term of such automobile lease, if earlier. (v) The Company hereby assigns and conveys to the Executive all tickets to the Dallas Mavericks basketball games purchased by the Company for the remainder of the 2002-2003 basketball season. The Company agrees that, if permitted to do so, it shall take all necessary actions to assign to the Executive, for his personal use, any and all of the Company's rights to purchase such tickets for subsequent basketball seasons. (vi) The Company shall continue to provide the Executive's existing office at the Company for his use until the end of the Company's annual sales force celebration event in August 2003 (the "2003 Celebration"). Until the end of the 2003 Celebration, the Company shall provide the Executive with secretarial assistance on an as needed basis in coordination with Xxxxx Xxxxxxxxx. (b) Provided the Executive has not revoked the general release contained in Section 5 hereof and shall not have materially breached the provisions of Section 7, 8, 9(a) or 10 hereof (in all cases, to the extent curable, after taking into consideration any applicable cure period), the Company shall pay to the Executive an aggregate amount equal to $500,000, payable in monthly installments of $20,833.33, during the period beginning November 1, 2005 and ending on October 31, 2007.Control;

Additional Payments and Benefits. (a) Provided that the Executive has executed and delivered to the Company, and has not revoked revoked, the general release contained referred to in Section 5 hereof and has not materially breached the provisions of Section 7, 8, 9(a) or 10 hereof (in all cases, to the extent curable, after taking into consideration any applicable cure period“Release”), the Company shall make the payments and provide the benefits set forth in this Section 3(a)3. (ia) During the period commencing as of the date next following the Effective Date and ending October 31On November 5, 2005 (the "Severance Period")2007, the Company shall pay to the ExecutiveExecutive the lump sum cash amount of $2,070,000, in accordance with which amount (i) shall fully and completely extinguish the Company's regular payroll practices’s obligation to make the severance payment described in clause (A) of the first sentence of Section 5(c)(i) of the Employment Agreement, amounts equal to the Executive's base salary in effect immediately prior to the Effective Date, at an annual rate of $312,000 per year, as adjusted each April 1st in accordance with increases in the Consumer Price Index from the previous calendar year for All Urban Consumers for the U.S. City Average for All Items, 1982-84=100. and (ii) Notwithstanding shall be in consideration for the death, retirement, resignation, or termination of employment contemplated hereby, each stock option granted to the Executive to purchase shares of common stock, par value $.01, of Tupperware ("Tupperware Common Stock") pursuant to the Tupperware Corporation 1996 Incentive Plan, the Tupperware Corporation 2000 Incentive Plan, the Tupperware Corporation 2002 Incentive Plan or any other stock option plan adopted by Tupperware (each, a "Tupperware Plan") shall: (A) to the extent vested as of the Effective Date, be exercisable Executive’s nonsolicitation and remain vested, non-forfeitable, and exercisable until the date that is six years following the Effective Date, noncompetition covenants contained in accordance with the terms of the stock option agreement relating thereto and the applicable Tupperware Plan (to the extent not inconsistent with the terms of this AgreementSections 8(b)(iii)(B), (aC) by the Executive; and (bD) upon the death of the Executive, by the executor, administrator or personal representative of the Executive; or (c) upon the legal incapacity of the Executive, by the legal representative of the Executive; and (B) to the extent not fully vested as of the Effective Date, continue to vest in accordance with the vesting schedule contained in the applicable stock option agreement as if the Executive were still employed by Tupperware, become non-forfeitable and exercisable when vested and thereafter remain vested, non-forfeitable, and exercisable until the date that is six years following the Effective Date, in accordance with the terms of the stock option agreement relating thereto and the applicable Tupperware Plan (to the extent not inconsistent with the terms of this Agreement), (a) by the Executive; (b) upon the death of the Executive, by the executor, administrator or personal representative of the Executive; or (c) upon the legal incapacity of the Executive, by the legal representative of the Executive. All provisions of such stock option agreements that conflict with the foregoing in any manner shall be disregarded and shall be deemed amended accordingly as of the Effective Date. If the terms of any applicable stock option agreement or any applicable Tupperware Plan require the consent or any other action of the Board of Directors of Tupperware (or any committee thereof which is charged with the administration of the Tupperware Plans) in order to carry out the intent of this Section 3(a)(ii), then Tupperware hereby represents and warrants to the Executive (which representation and warranty shall survive for a period of six years from the Effective Date) that such consent or other action has been or will be duly taken. (iii) During the Severance Period, the Executive shall be eligible to continue to participate in, and to receive benefits under, the Company's medical plan in which the Executive was participating as of the Effective Date, subject to any modifications thereto generally applicable to all other participants in such plan; provided, however, that during such period, the Company shall not modify such plan in a manner which would materially decrease the level of benefits available to the Executive as of the Effective Date. During such period, the Company shall deduct from amounts payable to the Executive amounts equal to amounts that would have been payable by the Executive for such coverage, and at the times such amounts would have been payable, if the Executive had not retired. Pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Executive may elect to continue coverage for the Executive and his dependents under the Company's medical plan for a period of up to 18 months following the Severance Period or as otherwise provided by COBRAhereof. The Executive shall pay all expenses relating to such COBRA coverage and the Company acknowledge that the amount set forth in accordance with COBRA. (iv) During the Severance Periodpreceding sentence is a fair and complete compromise and settlement which fully extinguishes, and which is in full and complete satisfaction of, the obligations of the Company shall described in clause (Ai) reimburse of the preceding sentence and provides adequate and sufficient consideration for the nonsolicitation and noncompetition covenants of the Executive for monthly club membership dues for the Preston Trails Country Club, Dallas, Texas, and the Dallas Country Club, Dallas, Texas, which memberships are owned by the Executive; referred to in clause (Bii) directly pay (not reimburse the Executive) for the Executive's expenses for financial planning advice in the amount of $5,500 per year; and (C) pay the lease payments, insurance payments and maintenance expenses associated with the automobile furnished to the Executive by the Company as of the Effective Date; provided, however, that the Company shall cease to pay such automobile expenses upon the expiration of the term of such automobile lease, if earlier. (v) The Company hereby assigns and conveys to the Executive all tickets to the Dallas Mavericks basketball games purchased by the Company for the remainder of the 2002-2003 basketball season. The Company agrees that, if permitted to do so, it shall take all necessary actions to assign to the Executive, for his personal use, any and all of the Company's rights to purchase such tickets for subsequent basketball seasons. (vi) The Company shall continue to provide the Executive's existing office at the Company for his use until the end of the Company's annual sales force celebration event in August 2003 (the "2003 Celebration"). Until the end of the 2003 Celebration, the Company shall provide the Executive with secretarial assistance on an as needed basis in coordination with Xxxxx Xxxxxxxxxpreceding sentence. (b) Provided On January 2, 2008, the Company shall pay to the Executive has the lump sum cash amount of $404,627, which amount is the present value, as of the Employment Termination Date, of the remaining payments to be made by the Company to the Executive in lieu of the Company’s split dollar insurance obligation pursuant to Section 3(h) of the Employment Agreement and which amount is in full and complete satisfaction of the Company’s obligations contained in such Section 3(h). (c) At the time of the payment of bonuses to the Company’s executives pursuant to the Company’s 2006 annual incentive plan, but not revoked later than the general release Employment Termination Date, the Company shall pay to the Executive the amount of the Executive’s 2006 annual cash bonus earned by the Executive during the Company’s 2006 fiscal year. This Section 3(c) shall be in full and complete satisfaction of the Company’s obligations with respect to the payment of annual cash bonuses contained in Section 5 hereof 3(b) of the Employment Agreement. (d) At the time of delivery of performance shares to the Company’s executives pursuant to the Company’s 2005-2006 Long-Term Incentive Plan but not later than the Employment Termination Date, the Company shall deliver to the Executive the performance shares, if any, earned by the Executive during the Company’s 2005 and 2006 fiscal years (together with the amount of any dividends that have accrued on such shares from the date of the award through the date those shares are delivered to the Executive), pursuant to the terms of such plan. Such performance shares shall not be subject to any further restrictions, and shall be fully vested, upon the date of delivery. This Section 3(d), together with Sections 3(e) and 3(f) hereof, shall be in full and complete satisfaction of the Company’s obligations with respect to the vesting of restricted stock awards and performance share awards contained in Section 5(c)(ii) of the Employment Agreement. (e) At the time of delivery of performance shares to the Company’s executives as described in Section 3(d) hereof, the Company shall deliver to the Executive that portion of the performance shares earned by the Executive during the Company’s 2006 fiscal year pursuant to the terms of the award of a maximum of 40,000 performance shares (together with the amount of any dividends that have accrued on such shares from the date of the award through the date those shares are delivered to the Executive). Such performance shares shall not be subject to any further restrictions, and shall be fully vested, upon the date of delivery. This Section 3(e) shall be in full and complete satisfaction of the Company’s obligations with respect to the making of annual performance share awards contained in Section 3(c) of the Employment Agreement, and this Section 3(e), together with Sections 3(d) and 3(f) hereof, shall be in full and complete satisfaction of the Company’s obligations with respect to the vesting of restricted stock awards and performance share awards contained in Section 5(c)(ii) of the Employment Agreement. (f) Upon the Employment Termination Date, the 10,000 shares of restricted stock previously awarded to the Executive (together with the amount of any dividends that have materially breached accrued on such shares from the provisions date of Section 7, 8, 9(athe award through the date those shares are delivered to the Executive) or 10 hereof (in all casesshall, to the extent curablenot otherwise vested, become vested in full. The unexercised stock options to purchase 30,128 shares previously awarded to the Executive, all of which currently are exercisable, shall remain exercisable until January 31, 2008, subject to the provisions of the Company’s Amended and Restated 1994 Long-Term Incentive Plan (the “1994 Plan”). This Section 3(f), together with Sections 3(d) and 3(e) hereof, shall be in full and complete satisfaction of the Company’s obligations with respect to the vesting of restricted stock awards and performance share awards and the period of exercisability of stock options contained in Section 5(c)(ii) of the Employment Agreement. (g) The Company shall, after taking into consideration November 5, 2007, upon the Executive’s request, offer to the Executive participation in the Company’s health plans, with family coverage, during the Executive’s lifetime and following the Executive’s death for his spouse at the time of death and children under the age of 21 for one additional year, except that if and during any applicable cure periodperiods during which the Executive is engaged in full-time employment (which shall not include service as a member of a board of directors) with a third party not affiliated with the Company providing participation in health plans comparable to the Company’s health plans the Executive will not be entitled to participate in the Company’s health plans in accordance with this Section 3(g). Cessation of participation in the Company’s health plans shall not preclude the Executive or his family from later participation if the Executive ceases to be engaged in full-time employment with a third party that provided comparable coverage. Such health plan coverage shall be in full and complete satisfaction of the Company’s obligations to provide health care benefits contained in Section 5(c)(iii) of the Employment Agreement. (h) Within 10 days after the Employment Termination Date, the Company shall pay to the Executive the lump sum cash amount of $68,000, and on January 2, 2008, the Company shall pay to the Executive an aggregate additional lump sum cash amount equal to $500,000, payable in monthly installments of $20,833.33282,000. The amounts set forth in the preceding sentence are in lieu of the reimbursement of the Executive for the reasonable costs of an appropriate off-site office and one full-time secretary for the three-year period ending on May 4, 2010. Such lump sum cash payments shall be in full and complete satisfaction of the Company’s obligations contained in Section 5(c)(iv) of the Employment Agreement. (i) The Company shall provide the Executive with associate discount privileges during the period beginning November 1Executive’s lifetime for merchandise purchased from the Company or its affiliates, 2005 subject to the terms and ending on October 31conditions of the associate discount privileges in effect from time to time, 2007in full and complete satisfaction of the Company’s obligations contained in Section 5(c)(v) of the Employment Agreement. In no event may the discount available to the Executive in any calendar year exceed $100,000, and no portion of the unused discount limit for any calendar year may be carried over to any succeeding calendar year. In addition, in no event shall the Executive be entitled to a discount in excess of an amount (an “Excess Discount”) that would be allowed without subjecting the Executive to taxes and penalties under Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). If the Executive determines that he has received an Excess Discount, he will notify the Company and the Company will provide the Executive the opportunity to repay the amount of the Excess Discount to the Company in order that the Executive will not be subject to taxes and penalties under Section 409A. Except as expressly set forth in this Agreement and the Indemnification Agreement between the Company and the Executive dated as of April 5, 2006 and except for the Executive’s benefits under the Saks Incorporated 401(k) Retirement Plan, the Executive shall not be entitled to any further payments or benefits from the Company.