Common use of Benefits Payable Clause in Contracts

Benefits Payable. Subject to SECTIONS 9(b) and 9(c) below, if Executive experiences a Qualifying Termination, then the Company shall provide Executive all of the following severance benefits (“SEVERANCE BENEFITS”): (i) The Company shall pay to Executive each of the following: (A) The amounts specified in SECTION 8(a) and SECTION 8(b). (B) Three times Executive’s Base Salary in effect upon the date of the Qualifying Termination or, if greater, three times Executive’s Base Salary in effect immediately prior to the occurrence of the Change of Control. (C) Three times Executive’s highest annual cash bonus. (D) Payment or reimbursement (at Executive’s option) for outplacement services of a scope and nature customary for executives holding comparable positions and provided by a nationally-recognized outplacement firm of Executive’s selection, for a period of up to two years commencing on the date of Executive’s Qualifying Termination. Notwithstanding the foregoing, the aggregate amount of such reimbursement shall not exceed 25% of Executive’s Base Salary as of the date of the Qualifying Termination. (E) All other compensation and benefits to which Executive has a vested right on the date of the Qualifying Termination, except to the extent Executive elects to receive payment of such compensation at a later date. (ii) Except as otherwise provided in this SECTION 9(a)(ii), the Company shall continue Executive’s group health plan coverage (at the same cost to Executive and at the same coverage level in effect on the date of the Qualifying Termination) for 36 months from the date of the Qualifying Termination (the “CONTINUATION PERIOD”). The maximum required period under COBRA shall run concurrently with the Continuation Period. If Executive becomes eligible for any other substantially similar group health coverage during the Continuation Period, then the continued group health plan coverage provided by the Company pursuant to this SECTION 9(a)(ii) shall terminate, to the extent COBRA permits such termination. (iii) Subject to the terms and conditions of the 2003 Incentive Plan (or the applicable predecessor or successor plan) and subject to the terms and conditions of the underlying stock option agreement and/or restricted stock agreement, each stock option and restricted stock award that is unvested on Executive’s termination date shall fully vest on Executive’s termination date. Further, each stock option that Executive holds on Executive’s termination date shall remain exercisable until the earlier of 90 days after Executive’s termination date or the end of the full term of the stock option, to the extent provided in the underlying stock option agreement. (iv) If Section 409A(a)(2)(B)(i) of the Code applies to the Severance Benefits and Executive is a “specified employee” thereunder, then all of the Severance Benefits described in SECTION 9(a)(i) shall be paid in cash to Executive in a single lump sum no earlier than six (6) months after the effective date of the Qualifying Termination or such other date as would be permissible under such Section of the Code. If Section 409A(a)(2)(B)(i) of the Code does not apply to the Severance Benefits or Executive is not a “specified employee” thereunder, then all of the Severance Benefits described in SECTION 9(a)(i) shall be paid in cash to Executive in a single lump sum as soon as possible after the effective date of the Qualifying Termination (but in no event more than 10 days after such date). Notwithstanding the preceding two sentences to the contrary, the Severance Benefits described in SECTION 9(a)(i)(D) shall be paid or reimbursed to Executive following the later of the applicable payment date set forth in the preceding two sentences or the date Executive promptly submits an invoice of the firm providing the outplacement services described in such subsection. Executive shall not be obligated to seek other employment or take any other action to mitigate the amounts payable to Executive under this Agreement.

Benefits Payable. Subject (a) The severance benefits payable to SECTIONS 9(bthe Employee by reason of termination of the Period of Contract Employment under the circumstances described in Sections 3.2(a) or (b) at any time during the first twelve (12) months following the Commencement Date shall be (1) payment of a cash lump sum (subject to applicable withholding) equal to the Cancellation Amount (as defined in the Cancellation and 9(cSettlement Agreement dated as of March 21, 1995 among the Employee, the Employer and Dominick's Supermarkets, Inc.); and (2) belowmaintenance, if Executive experiences a Qualifying Terminationat the expense of the Employer, then for the benefit of the Employee until the third anniversary of the Commencement Date, of all group medical, dental, health, accident, disability, life insurance and other employee health and welfare benefit plans and programs and any other benefit plans and perquisites listed in Exhibit A attached hereto in which the Employee participated prior to the effective date of termination of the Period of Contract Employment, or maintenance of substantially identical substitute benefits, which will fully extinguish obligations of the Company shall provide Executive all under COBRA. (b) The severance benefits payable to the Employee by reason of termination of the Period of Contract Employment under the circumstances described in Section 3.2(b) at any time after the first twelve (12) months following severance benefits the Commencement Date shall be: (“SEVERANCE BENEFITS”): 1) payment of a cash lump sum (subject to applicable withholding) equal to difference between (i) The Company shall pay to Executive each the lesser of the following:Employee's then Base Salary or the aggregate Base Salary the Employee would have received had he remained employed from the date of termination until the third anniversary of the Commencement Date, discounted to the present value at the date of payment at a rate of 10% per annum, and (ii) the Cancellation Amount; (2) payment, on the date such sum would otherwise be payable if the Period of Contract Employment had not been terminated, of a cash lump sum equal to the bonus award that would have been payable under Section 2.2 hereof if the Period of Contract Employment had not been terminated before the end of the fiscal year in which termination of the Period of Contract Employment became effective, and determined as if the Employer achieved one hundred percent (100%) of the Bonus Target for such fiscal year; and (3) maintenance, at the expense of the Employer, for the benefit of the Employee until the third anniversary of the Commencement Date, of all group medical, dental, health, accident, disability, life insurance and other employee health and welfare benefit plans and programs and any other benefit plans and perquisites listed in Exhibit A attached hereto in which the Employee participated prior to the effective date of termination of the Period of Contract Employment, or maintenance of substantially identical substitute benefits, which will fully extinguish obligations of the Company under COBRA. (Ac) The amounts specified No severance benefits of any kind shall be payable to the Employee by reason of termination of the Period of Contract Employment under the circumstances described in SECTION 8(a) and SECTION 8(bSections 3.1 or 3.2(c). (B) Three times Executive’s Base Salary in effect upon the date of the Qualifying Termination or, if greater, three times Executive’s Base Salary in effect immediately prior to the occurrence of the Change of Control. (C) Three times Executive’s highest annual cash bonus. (D) Payment or reimbursement (at Executive’s option) for outplacement services of a scope and nature customary for executives holding comparable positions and provided by a nationally-recognized outplacement firm of Executive’s selection, for a period of up to two years commencing on the date of Executive’s Qualifying Termination. Notwithstanding the foregoing, the aggregate amount of such reimbursement shall not exceed 25% of Executive’s Base Salary as of the date of the Qualifying Termination. (E) All other compensation and benefits to which Executive has a vested right on the date of the Qualifying Termination, except to the extent Executive elects to receive payment of such compensation at a later date. (iid) Except as otherwise provided in this SECTION 9(a)(ii), the Company shall continue Executive’s group health plan coverage (at the same cost to Executive and at the same coverage level in effect on the date of the Qualifying Termination) for 36 months from the date of the Qualifying Termination (the “CONTINUATION PERIOD”). The maximum required period under COBRA shall run concurrently with the Continuation Period. If Executive becomes eligible for any other substantially similar group health coverage during the Continuation Period, then the continued group health plan coverage provided by the Company pursuant to this SECTION 9(a)(ii) shall terminate, to the extent COBRA permits such termination. (iii) Subject to the terms and conditions of the 2003 Incentive Plan (or the applicable predecessor or successor plan) and subject to the terms and conditions of the underlying stock option agreement and/or restricted stock agreement, each stock option and restricted stock award that is unvested on Executive’s termination date shall fully vest on Executive’s termination date. Further, each stock option that Executive holds on Executive’s termination date shall remain exercisable until the earlier of 90 days after Executive’s termination date or the end of the full term of the stock option, to the extent provided in the underlying stock option agreement. (iv) If Section 409A(a)(2)(B)(i) of the Code applies to the Severance Benefits and Executive is a “specified employee” thereunder, then all of the Severance Benefits described in SECTION 9(a)(i) shall be paid in cash to Executive in a single lump sum no earlier than six (6) months after the effective date of the Qualifying Termination or such other date as would be permissible under such Section of the Code. If Section 409A(a)(2)(B)(i) of the Code does not apply to the Severance Benefits or Executive is not a “specified employee” thereunder, then all of the Severance Benefits described in SECTION 9(a)(i) shall be paid in cash to Executive in a single lump sum as soon as possible after the effective date of the Qualifying Termination (but in no event more than 10 days after such date). Notwithstanding the preceding two sentences to the contrary, the Severance Benefits described in SECTION 9(a)(i)(D) shall be paid or reimbursed to Executive following the later of the applicable payment date set forth in the preceding two sentences or the date Executive promptly submits an invoice Section 3.3(b), upon termination of the firm providing Period of Contract Employment, the outplacement services described in such subsection. Executive Employee shall not cease to be obligated entitled to seek receive employee benefits pursuant to Sections 2.3 and 2.5, other employment or take any other action to mitigate than obligations of the amounts payable to Executive Employer under this AgreementCOBRA.

Benefits Payable. Subject to SECTIONS 9(b) and 9(c) below, if Executive experiences a Qualifying Termination, then the Company Executive’s Change in Control Severance Benefits shall provide Executive all of the following severance benefits (“SEVERANCE BENEFITS”): (i) The Company shall pay to Executive each consist of the following: (A1) The amounts specified in SECTION 8(a) and SECTION 8(b). (B) Three times Executive’s Base Salary in effect upon A single lump sum cash payment, to be paid within ten days following the date of the Qualifying Termination or, if greater, three times Executive’s Base Salary in effect immediately prior to the occurrence of the Change of Control. (C) Three times Executive’s highest annual cash bonus. (D) Payment or reimbursement (at Executive’s option) for outplacement services of a scope and nature customary for executives holding comparable positions and provided by a nationally-recognized outplacement firm termination of Executive’s selectionemployment, for a period of up in an amount equal to two years commencing on times the date greater of (i) Executive’s Qualifying Termination. Notwithstanding the foregoing, the aggregate amount of such reimbursement shall not exceed 25% of Executive’s annualized Base Salary as of the date of the Qualifying Terminationtermination or (ii) Executive’s annualized Base Salary in effect immediately prior to any material diminution in Executive’s Base Salary. (E2) All other compensation and benefits A single lump sum cash payment, to be paid within ten days following the date of termination of Executive’s employment, in an amount equal to two times the Executive’s average Incentive Compensation Plan payment for the three calendar years immediately preceding the calendar year in which the Change in Control occurs. If Executive was not eligible to participate in the Incentive Compensation Plan during the three calendar years prior to the year in which Executive’s termination occurs, Executive’s target payment under the Incentive Compensation Plan for the year in which the termination occurs will be used in calculating the amount to which he is entitled pursuant to the preceding sentence in lieu of the average payment for the three preceding years. (3) A single lump sum cash payment, to be paid within ten days following the date of termination of Executive’s employment, in an amount equal to a prorated portion (based on the number of calendar days that have elapsed during the calendar year prior to the date of termination of Executive’s employment) of the payment to which Executive has a vested right would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminated. The payment due pursuant to this paragraph (3) will be based on actual performance through the date of Executive’s termination if actual performance is determinable. If actual performance is not determinable, the Qualifying Termination, except payment due pursuant to this paragraph will be based on Executive’s target payment under the extent Executive elects to receive payment of such compensation at a later dateIncentive Compensation Plan for the year in which the termination occurs. (4) The continuation of any health, life, disability of other insurance benefits that Executive was receiving as of his last day of active employment for a period expiring on the earlier of (i) 24 months following Executive’s Separation from Service or (ii) Except as otherwise provided in this SECTION 9(a)(ii), the Company shall continue Executive’s group health day on which Executive becomes eligible to receive any substantially similar benefits under any plan coverage (at the same cost to Executive and at the same coverage level in effect on the date or program of the Qualifying Termination) for 36 months from the date of the Qualifying Termination (the “CONTINUATION PERIOD”)any successor employer. The maximum required period under COBRA continuation of any health, life, disability or other insurance benefits shall run concurrently with Executive’s COBRA continuation coverage for health benefits. Company will satisfy the Continuation Period. If Executive becomes eligible for any other substantially similar group obligation to provide the health coverage during the Continuation Period, then the continued group health plan coverage provided by the Company insurance benefits pursuant to this SECTION 9(a)(ii) Section 9 by either paying for or reimbursing Executive for the actual cost of COBRA coverage (and Executive shall terminatecooperate with Company in all respects in securing and maintaining such benefits, to the extent including exercising all appropriate COBRA permits such termination. (iii) Subject to the elections and complying with all terms and conditions of such coverage in a manner to minimize the 2003 Incentive Plan (or cost). Following the applicable predecessor or successor plan) and expiration of the COBRA continuation period, Company will reimburse Executive for the cost of comparable health insurance benefits. Similarly, Company will reimburse Executive for the cost of comparable coverage for all other insurance benefits that are not subject to the terms and conditions of the underlying stock option agreement and/or restricted stock agreement, each stock option and restricted stock award that is unvested on COBRA continuation rules. It will be Executive’s termination date shall fully vest on responsibility to procure such benefits and Company will promptly reimburse Executive for the premiums for such benefits upon Executive’s termination date. Further, each stock option that Executive holds on Executive’s termination date shall remain exercisable until the earlier submission of 90 days after Executive’s termination date or the end of the full term of the stock option, to the extent provided in the underlying stock option agreement. (iv) If Section 409A(a)(2)(B)(i) of the Code applies to the Severance Benefits and Executive is a “specified employee” thereunder, then all of the Severance Benefits described in SECTION 9(a)(i) shall be paid in cash to Executive in a single lump sum no earlier than six (6) months after the effective date of the Qualifying Termination or such other date as would be permissible under such Section of the Code. If Section 409A(a)(2)(B)(i) of the Code does not apply to the Severance Benefits or Executive is not a “specified employee” thereunder, then all of the Severance Benefits described in SECTION 9(a)(i) shall be paid in cash to Executive in a single lump sum as soon as possible after the effective date of the Qualifying Termination (but in no event more than 10 days after such date). Notwithstanding the preceding two sentences to the contrary, the Severance Benefits described in SECTION 9(a)(i)(D) shall be paid or reimbursed to Executive following the later of the applicable payment date set forth in the preceding two sentences or the date Executive promptly submits an invoice or other acceptable proof of the firm providing the outplacement services described in such subsection. Executive shall not be obligated to seek other employment or take any other action to mitigate the amounts payable to Executive under this Agreementpayment.

Benefits Payable. Subject to SECTIONS 9(bSections 10(b) and 9(c) below10(c), if Executive experiences a Qualifying TerminationTermination (other than a Qualifying Termination as provided in Section 12(eee)(iv)), then the Company CenterPoint shall provide Executive all of the following severance benefits (“SEVERANCE BENEFITSSeverance Benefits”): (i) The Company shall pay A payment equal to Executive each of the following: (A) The amounts specified the accrued payments set forth in SECTION 8(aSection 9(a) and SECTION 8(bthe Pro Rata Annual Bonus Award set forth in Section 9(b)(i).; (B) Three three (3) times Executive’s Base Salary in effect upon on the date of the Qualifying Termination or, if greater, three (3) times Executive’s Base Salary in effect immediately prior to the occurrence of the Change of in Control.; (C) Three three (3) times Executive’s highest annual cash bonus.Actual Annual Bonus Award paid during the Employment Term; (D) Payment payment or reimbursement (at Executive’s option) for outplacement services of a scope and nature customary for executives holding comparable positions and provided by a nationally-recognized outplacement firm of Executive’s selection, for a period of up to two (2) years commencing on the date of Executive’s Qualifying Termination. Notwithstanding the foregoing; provided, however, that the aggregate amount of such reimbursement shall not exceed twenty-five percent (25% %) of Executive’s Base Salary in effect as of the date of the Qualifying Termination.; and (E) All all other compensation and benefits to which Executive has a vested right on the date of the Qualifying Termination, except to the extent Executive elects to receive payment of such compensation at a later date.; (ii) Except accelerated vesting of all of Executive’s unvested Equity Interests, which shall remain subject to the terms of the Company Operating Agreement and the put/call rights set forth in Section 9(h)(i); and (iii) except as otherwise provided in this SECTION 9(a)(ii)Section 10(a)(iii) and subject to Xxxxxxx 00, the Company XxxxxxXxxxx shall continue Executive’s participation in CenterPoint’s group health plan coverage (at the same cost to Executive and at the same coverage level in effect on the date of the Qualifying Termination) for 36 thirty-six (36) months from the date of the Qualifying Termination (the “CONTINUATION PERIODContinuation Period”). The maximum required period under COBRA shall run concurrently with the Continuation Period. If ; provided, however, that to the extent Executive becomes eligible for any other substantially similar group health coverage during the Continuation Period, then the continued group health plan coverage provided by the Company CenterPoint pursuant to this SECTION 9(a)(iiSection 10(a)(iii) shall terminate, terminate to the extent COBRA permits such termination. (iiiiv) Subject to the terms and conditions of the 2003 Incentive Plan (or the applicable predecessor or successor plan) and subject to the terms and conditions of the underlying stock option agreement and/or restricted stock agreement, each stock option and restricted stock award that is unvested on Executive’s termination date shall fully vest on Executive’s termination date. Further, each stock option that Executive holds on Executive’s termination date shall remain exercisable until the earlier of 90 days after Executive’s termination date or the end of the full term of the stock option, to To the extent provided in the underlying stock option agreement. (iv) If Section 409A(a)(2)(B)(i) of the Code applies to the Severance Benefits and Executive is a “specified employee” thereunder, then all of the Severance Benefits described in SECTION 9(a)(iSection 10(a)(i) shall be paid in cash to Executive in a single lump sum no earlier than six (6) months after the effective date of the Qualifying Termination or such other date as would be permissible under such Section of Code provision. To the Code. If extent Section 409A(a)(2)(B)(i) of the Code does not apply to the Severance Benefits or Executive is not a “specified employee” thereunder, then all of the Severance Benefits described in SECTION 9(a)(iSection 10(a)(i) shall be paid in cash to Executive in a single lump sum as soon as possible after the effective date of the Qualifying Termination (but in no event more later than 10 30 days after such date). Notwithstanding the preceding two sentences to the contrary, the Severance Benefits described in SECTION 9(a)(i)(DSection 10(a)(i)(D) shall be paid or reimbursed to Executive following the later of the applicable payment date set forth in the preceding two sentences or the date Executive promptly submits an invoice of the firm providing the outplacement services described in such subsection. Executive shall not be obligated to seek other employment or take any other action to mitigate the amounts payable to Executive under this Agreement.

Benefits Payable. Subject to SECTIONS 9(b) and 9(c) below, if Executive experiences a Qualifying Termination, then the Company shall provide Executive all of the following severance benefits (“SEVERANCE BENEFITS”): (i) The Company shall pay to Executive each Executive’s Severance Benefits will consist of the following: (A1) The amounts specified in SECTION 8(a) and SECTION 8(b). (B) Three times continuation of Executive’s Base Salary Salary, at the rate in effect upon the date of the Qualifying Termination or, if greater, three times on Executive’s Base Salary in effect immediately prior to the occurrence termination of the Change of Control. (C) Three times Executive’s highest annual cash bonus. (D) Payment or reimbursement (at Executive’s option) for outplacement services of a scope and nature customary for executives holding comparable positions and provided by a nationally-recognized outplacement firm of Executive’s selectionemployment, for a period of up to two years commencing on 24 months from the effective date of Executive’s Qualifying TerminationSeparation from Service. Notwithstanding The continued Base Salary will be paid in accordance with Company’s regular payroll practices as in effect on Executive’s Separation from Service, with the foregoingfirst payment due for the payroll period that begins immediately following Executive’s Separation from Service. In order to qualify for the separation pay exception to Section 409A of the Internal Revenue Code (the “Code”) and avoid a complete ban on payments within six months following Executive’s Separation from Service as generally required by Section 409A, the aggregate total amount of such reimbursement shall that may be paid to Executive within the first six months following his Separation from Service may not exceed 25% the “Cap” described in the next sentence. The “Cap” shall equal two times the lesser of (i) the sum of Executive’s Base Salary as annualized compensation based upon the annual rate of pay for services provided to Company for the taxable year of Executive preceding the taxable year of Executive in which he has a Separation from Service with Company (adjusted for any increase during that year that was expected to continue indefinitely if Executive had not Separated from Service); or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the date of Code for the Qualifying Termination. (E) All other compensation and benefits to year in which Executive has a vested right Separation from Service. (For Separations from Service occurring in 2009, the maximum amount that may be taken into account for qualified plan purposes is $245,000). If the total amount that would be payable to Executive during the first six months following his Separation from Service would exceed the Cap, the excess shall be subtracted, in equal installments, from the amounts that would otherwise be due pursuant to the first sentence of this paragraph (1). The excess then will be paid, in one lump sum payment, on the date first day of the Qualifying Terminationseventh month following the day on which Executive has a Separation from Service (2) The continuation of any health, except to life, disability, or other insurance benefits that Executive was receiving as of his last day of active employment for a period expiring on the extent Executive elects to receive payment earlier of such compensation at a later date. (i) 12 months following Executive’s Separation from Service or (ii) Except as otherwise provided in this SECTION 9(a)(ii), the Company shall continue Executive’s group health day on which Executive becomes eligible to receive any substantially similar benefits under any plan coverage (at the same cost to Executive and at the same coverage level in effect on the date or program of the Qualifying Termination) for 36 months from the date of the Qualifying Termination (the “CONTINUATION PERIOD”)any successor employer. The maximum required period under COBRA shall continuation of any health, life, disability or other insurance benefits will run concurrently with Executive’s COBRA continuation coverage for health benefits. Company will satisfy the Continuation Period. If Executive becomes eligible for any other substantially similar group obligation to provide the health coverage during the Continuation Period, then the continued group health plan coverage provided by the Company insurance benefits pursuant to this SECTION 9(a)(ii) Section 8 by either paying for or reimbursing Executive for the actual cost of COBRA coverage (and Executive shall terminatecooperate with Company in all respects in securing and maintaining such benefits, to the extent including exercising all appropriate COBRA permits such termination. (iii) Subject to the elections and complying with all terms and conditions of such coverage in a manner to minimize the 2003 Incentive Plan (or cost). Company will reimburse Executive for the applicable predecessor or successor plan) and cost of comparable coverage for all other insurance benefits that are not subject to the terms and conditions of the underlying stock option agreement and/or restricted stock agreement, each stock option and restricted stock award that is unvested on COBRA continuation rules. It will be Executive’s termination date shall fully vest on responsibility to procure such benefits and Company will promptly reimburse Executive for the premiums for such benefits upon Executive’s termination date. Further, each stock option that Executive holds on Executive’s termination date shall remain exercisable until the earlier submission of 90 days after Executive’s termination date or the end of the full term of the stock option, to the extent provided in the underlying stock option agreement. (iv) If Section 409A(a)(2)(B)(i) of the Code applies to the Severance Benefits and Executive is a “specified employee” thereunder, then all of the Severance Benefits described in SECTION 9(a)(i) shall be paid in cash to Executive in a single lump sum no earlier than six (6) months after the effective date of the Qualifying Termination or such other date as would be permissible under such Section of the Code. If Section 409A(a)(2)(B)(i) of the Code does not apply to the Severance Benefits or Executive is not a “specified employee” thereunder, then all of the Severance Benefits described in SECTION 9(a)(i) shall be paid in cash to Executive in a single lump sum as soon as possible after the effective date of the Qualifying Termination (but in no event more than 10 days after such date). Notwithstanding the preceding two sentences to the contrary, the Severance Benefits described in SECTION 9(a)(i)(D) shall be paid or reimbursed to Executive following the later of the applicable payment date set forth in the preceding two sentences or the date Executive promptly submits an invoice or other acceptable proof of the firm providing the outplacement services described in such subsection. Executive shall not be obligated to seek other employment or take any other action to mitigate the amounts payable to Executive under this Agreementpayment.

Benefits Payable. Subject to SECTIONS 9(b) and 9(c) below, if In the event Executive experiences has a Qualifying Termination, then the Company shall provide Executive all of the following severance benefits (“"SEVERANCE BENEFITS”"): (i) The Company shall pay to Executive each of the following: (A) The amounts specified in SECTION 8(a) and SECTION 8(b). (B) Three times Executive’s 's Base Salary in effect upon the date of the Qualifying Termination or, if greater, three times Executive’s 's Base Salary in effect immediately prior to the occurrence of the Change of Control. (C) Three times Executive’s highest annual 's prior year cash bonus. (D) Payment or reimbursement (at Executive’s 's option) for outplacement services of a scope and nature customary for executives holding comparable positions and provided by a nationally-recognized outplacement firm of Executive’s 's selection, for a period of up to two years commencing on the date of Executive’s 's Qualifying Termination. Notwithstanding the foregoing, the aggregate amount of such reimbursement shall not exceed 25% of Executive’s 's Base Salary as of the date of the Qualifying Termination. (E) All other compensation and benefits to which Executive has a vested right on the date of the Qualifying Termination, except to the extent Executive elects to receive payment of such compensation at a later date. (ii) Except as otherwise provided in this SECTION 9(a)(ii), the The Company shall continue Executive’s group 's health plan benefit coverage (at the same cost to Executive Executive, and at the same coverage level level, as in effect on as of the date of the Qualifying Termination) for 36 months from the date of the Qualifying Termination (the “"CONTINUATION PERIOD”"). The maximum required COBRA health benefit continuation period under COBRA shall run begin concurrently with the Continuation Period. If Executive becomes eligible for any other substantially similar group start of this benefit continuation period, subject to the following: Except as otherwise required by COBRA, the providing of this post-employment health benefit coverage during the Continuation Period, then the continued group health plan coverage provided by the Company pursuant shall be discontinued prior to this SECTION 9(a)(ii) shall terminatethe end of the Continuation Period to the extent that similar benefits are available to Executive from a subsequent employer, as determined by the Board or the Compensation Committee in the exercise of good faith and reasonable judgment, except that, to the extent COBRA permits such terminationsubsequent coverage excludes (or would exclude) preexisting conditions, such post-employment coverage shall be continued. Executive shall from time to time promptly provide the Board written notice, in reasonable detail, of the availability of health benefit coverage from a subsequent employer. (iii) Subject Executive shall have the rights specified in SECTION 8(d), with a Qualifying Termination for Good Reason being treated for such purposes as a termination pursuant to the terms and conditions of the 2003 Incentive Plan (or the applicable predecessor or successor plan) and subject to the terms and conditions of the underlying stock option agreement and/or restricted stock agreement, each stock option and restricted stock award that is unvested on Executive’s termination date shall fully vest on Executive’s termination date. Further, each stock option that Executive holds on Executive’s termination date shall remain exercisable until the earlier of 90 days after Executive’s termination date or the end of the full term of the stock option, to the extent provided in the underlying stock option agreementSECTION 4(b). (iv) If Section 409A(a)(2)(B)(i) of the Code applies to the Severance Benefits and Executive is a “specified employee” thereunder, then all of the Severance Benefits described in SECTION 9(a)(i) shall be paid in cash to Executive in a single lump sum no earlier than six (6) months after the effective date of the Qualifying Termination or such other date as would be permissible under such Section of the Code. If Section 409A(a)(2)(B)(i) of the Code does not apply to the Severance Benefits or Executive is not a “specified employee” thereunder, then all All of the Severance Benefits described in SECTION 9(a)(i) shall be paid in cash to Executive in a single lump sum as soon as possible after the effective date of the Qualifying Termination (but in no event more than 10 days after such date). Notwithstanding the preceding two sentences to the contrary, except that the Severance Benefits described in SECTION 9(a)(i)(D9(a)(i)(d) shall be paid or reimbursed to Executive promptly following the later submission of the applicable payment date set forth in the preceding two sentences or the date Executive promptly submits an invoice of the firm providing the outplacement services described in such subsection. Executive shall not be obligated to seek other employment or take any other action to mitigate the amounts payable to Executive under this Agreement.

Benefits Payable. Subject to SECTIONS 9(b) and 9(c) below, if In the event Executive experiences has a Qualifying Termination, then the Company shall provide Executive all of the following severance benefits (“"SEVERANCE BENEFITS”"): (i) The Company shall pay to Executive each of the following: (A) The amounts specified in SECTION 8(a) and SECTION 8(b). (B) Three times Executive’s 's Base Salary in effect upon the date of the Qualifying Termination or, if greater, three times Executive’s 's Base Salary in effect immediately prior to the occurrence of the Change of Control. (C) Three times Executive’s highest annual 's prior year cash bonus. (D) Payment or reimbursement (at Executive’s 's option) for outplacement services of a scope and nature customary for executives holding comparable positions and provided by a nationally-nationally- recognized outplacement firm of Executive’s 's selection, for a period of up to two years commencing on the date of Executive’s 's Qualifying Termination. Notwithstanding the foregoing, the aggregate amount of such reimbursement shall not exceed 25% of Executive’s 's Base Salary as of the date of the Qualifying Termination. (E) All other compensation and benefits to which Executive has a vested right on the date of the Qualifying Termination, except to the extent Executive elects to receive payment of such compensation at a later date. (ii) Except as otherwise provided in this SECTION 9(a)(ii), the The Company shall continue Executive’s group 's health plan benefit coverage (at the same cost to Executive Executive, and at the same coverage level level, as in effect on as of the date of the Qualifying Termination) for 36 months from the date of the Qualifying Termination (the “"CONTINUATION PERIOD”"). The maximum required COBRA health benefit continuation period under COBRA shall run begin concurrently with the Continuation Period. If Executive becomes eligible for any other substantially similar group start of this benefit continuation period, subject to the following: Except as otherwise required by COBRA, the providing of this post-employment health benefit coverage during the Continuation Period, then the continued group health plan coverage provided by the Company pursuant shall be discontinued prior to this SECTION 9(a)(ii) shall terminatethe end of the Continuation Period to the extent that similar benefits are available to Executive from a subsequent employer, as determined by the Board or the Compensation Committee in the exercise of good faith and reasonable judgment, except that, to the extent COBRA permits such terminationsubsequent coverage excludes (or would exclude) preexisting conditions, such post-employment coverage shall be continued. Executive shall from time to time promptly provide the Board written notice, in reasonable detail, of the availability of health benefit coverage from a subsequent employer. (iii) Subject Executive shall have the rights specified in SECTION 8(d), with a Qualifying Termination for Good Reason being treated for such purposes as a termination pursuant to the terms and conditions of the 2003 Incentive Plan (or the applicable predecessor or successor plan) and subject to the terms and conditions of the underlying stock option agreement and/or restricted stock agreement, each stock option and restricted stock award that is unvested on Executive’s termination date shall fully vest on Executive’s termination date. Further, each stock option that Executive holds on Executive’s termination date shall remain exercisable until the earlier of 90 days after Executive’s termination date or the end of the full term of the stock option, to the extent provided in the underlying stock option agreementSECTION 4(b). (iv) If Section 409A(a)(2)(B)(i) of the Code applies to the Severance Benefits and Executive is a “specified employee” thereunder, then all of the Severance Benefits described in SECTION 9(a)(i) shall be paid in cash to Executive in a single lump sum no earlier than six (6) months after the effective date of the Qualifying Termination or such other date as would be permissible under such Section of the Code. If Section 409A(a)(2)(B)(i) of the Code does not apply to the Severance Benefits or Executive is not a “specified employee” thereunder, then all All of the Severance Benefits described in SECTION 9(a)(i) shall be paid in cash to Executive in a single lump sum as soon as possible after the effective date of the Qualifying Termination (but in no event more than 10 days after such date). Notwithstanding the preceding two sentences to the contrary, except that the Severance Benefits described in SECTION 9(a)(i)(D9(a)(i)(d) shall be paid or reimbursed to Executive promptly following the later submission of the applicable payment date set forth in the preceding two sentences or the date Executive promptly submits an invoice of the firm providing the outplacement services described in such subsection. Executive shall not be obligated to seek other employment or take any other action to mitigate the amounts payable to Executive under this Agreement.

Benefits Payable. Subject to SECTIONS 9(b) and 9(c) below, if In the event Executive experiences has a Qualifying Termination, then the Company shall provide Executive all of the following severance benefits (“SEVERANCE BENEFITS”"Severance Benefits"): (i) The Company shall pay to Executive each of the following: (A) The amounts specified in SECTION 8(a) and SECTION 8(b). (B) Three times Executive’s 's Base Salary in effect upon the date of the Qualifying Termination or, if greater, three times Executive’s 's Base Salary in effect immediately prior to the occurrence of the Change of Control. (C) Three times Executive’s highest annual 's prior year cash bonus. (D) Payment or reimbursement (at Executive’s 's option) for outplacement services of a scope and nature customary for executives holding comparable positions and provided by a nationally-recognized outplacement firm of Executive’s 's selection, for a period of up to two years commencing on the date of Executive’s 's Qualifying Termination. Notwithstanding the foregoing, the aggregate amount of such reimbursement shall not exceed 25% of Executive’s 's Base Salary as of the date of the Qualifying Termination. (E) All other compensation and benefits to which Executive has a vested right on the date of the Qualifying Termination, except to the extent Executive elects to receive payment of such compensation at a later date. (ii) Except as otherwise provided in this SECTION 9(a)(ii), the The Company shall continue Executive’s group 's health plan benefit coverage (at the same cost to Executive Executive, and at the same coverage level level, as in effect on as of the date of the Qualifying Termination) for 36 months from the date of the Qualifying Termination (the “"CONTINUATION PERIOD”"). The maximum required COBRA health benefit continuation period under COBRA shall run begin concurrently with the Continuation Period. If Executive becomes eligible for any other substantially similar group start of this benefit continuation period, subject to the following: Except as otherwise required by COBRA, the providing of this post-employment health benefit coverage during the Continuation Period, then the continued group health plan coverage provided by the Company pursuant shall be discontinued prior to this SECTION 9(a)(ii) shall terminatethe end of the Continuation Period to the extent that similar benefits are available to Executive from a subsequent employer, as determined by the Board or the Compensation Committee in the exercise of good faith and reasonable judgment, except that, to the extent COBRA permits such terminationsubsequent coverage excludes (or would exclude) preexisting conditions, such post-employment coverage shall be continued. Executive shall from time to time promptly provide the Board written notice, in reasonable detail, of the availability of health benefit coverage from a subsequent employer. (iii) Subject Executive shall have the rights specified in SECTION 8(d), with a Qualifying Termination for Good Reason being treated for such purposes as a termination pursuant to the terms and conditions of the 2003 Incentive Plan (or the applicable predecessor or successor plan) and subject to the terms and conditions of the underlying stock option agreement and/or restricted stock agreement, each stock option and restricted stock award that is unvested on Executive’s termination date shall fully vest on Executive’s termination date. Further, each stock option that Executive holds on Executive’s termination date shall remain exercisable until the earlier of 90 days after Executive’s termination date or the end of the full term of the stock option, to the extent provided in the underlying stock option agreementSECTION 4(b). (iv) If Section 409A(a)(2)(B)(i) of the Code applies to the Severance Benefits and Executive is a “specified employee” thereunder, then all of the Severance Benefits described in SECTION 9(a)(i) shall be paid in cash to Executive in a single lump sum no earlier than six (6) months after the effective date of the Qualifying Termination or such other date as would be permissible under such Section of the Code. If Section 409A(a)(2)(B)(i) of the Code does not apply to the Severance Benefits or Executive is not a “specified employee” thereunder, then all All of the Severance Benefits described in SECTION 9(a)(i) shall be paid in cash to Executive in a single lump sum as soon as possible after the effective date of the Qualifying Termination (but in no event more than 10 days after such date). Notwithstanding the preceding two sentences to the contrary, except that the Severance Benefits described in SECTION 9(a)(i)(D9(a)(i)(d) shall be paid or reimbursed to Executive promptly following the later submission of the applicable payment date set forth in the preceding two sentences or the date Executive promptly submits an invoice of the firm providing the outplacement services described in such subsection. Executive shall not be obligated to seek other employment or take any other action to mitigate the amounts payable to Executive under this Agreement.

Benefits Payable. Subject If Executive (i) Is Terminated for Cause Prior to SECTIONS 9(bthe Separation Date or (ii) Resigns Prior to the Separation Date. If, prior to the Separation Date, either (a) the Company terminates Executive's employment for Cause or (b) Executive resigns his employment, then Executive will be eligible to receive the payments and benefits set forth in Section 2(a) and 9(c(c) belowearned up through the date his employment is terminated for Cause or he resigns, if Executive experiences a Qualifying Termination, then and the Company shall agrees to provide Executive all of the following severance payments and benefits (“SEVERANCE BENEFITS”):to Executive: (i) The Company During the Twelve Month Compensation Continuation Period, Executive shall pay to Executive each of the following: (A) The amounts specified in SECTION 8(a) and SECTION 8(b). (B) Three times Executive’s Base Salary in effect upon the date of the Qualifying Termination or, if greater, three times Executive’s Base Salary in effect immediately prior be entitled to the occurrence of Continuation Payments. The Continuation Payments shall be paid monthly in accordance with the Change of Control. (C) Three times Executive’s highest annual cash bonus. (D) Payment or reimbursement (at Executive’s option) for outplacement services of a scope and nature customary for executives holding comparable positions and provided by a nationally-recognized outplacement firm of Executive’s selection, for a period of up to two years commencing on the date of Executive’s Qualifying Termination. Notwithstanding the foregoing, the aggregate amount of such reimbursement shall not exceed 25% of Executive’s Base Salary as of the date of the Qualifying Termination. (E) All other compensation and benefits to which Executive has a vested right on the date of the Qualifying Termination, except to the extent Executive elects to receive payment of such compensation at a later dateCompany's normal payroll practices. (ii) Except as otherwise provided in this SECTION 9(a)(ii), During the Company shall continue Executive’s group health plan coverage (at the same cost to Executive and at the same coverage level in effect on the date of the Qualifying Termination) for 36 months from the date of the Qualifying Termination (the “CONTINUATION PERIOD”). The maximum required period under COBRA shall run concurrently with the Continuation Period. If Executive becomes eligible for any other substantially similar group health coverage during the Twelve Month Compensation Continuation Period, then Executive shall be entitled to receive the continued group health plan coverage provided by benefits set forth in Sections 4.2 of the Company pursuant to this SECTION 9(a)(ii) shall terminate, Prior Employment Agreement to the same extent COBRA permits he was entitled to receive such terminationbenefits immediately prior to the Effective Date. (iii) Subject to Executive will be reimbursed for Executive's Legal Fees as detailed in Section 3(a)(iv). The Company will pay the terms and conditions Legal Fees within five business days of the 2003 Incentive Plan (or the applicable predecessor or successor plan) and subject to the terms and conditions of the underlying stock option agreement and/or restricted stock agreement, each stock option and restricted stock award that is unvested on Executive’s termination date shall fully vest on Executive’s termination date. Further, each stock option that Executive holds on Executive’s termination date shall remain exercisable until the earlier of 90 days after Executive’s termination date or the end of the full term of the stock option, to the extent provided in the underlying stock option agreementreceiving detailed invoices. (iv) If Section 409A(a)(2)(B)(iThe Company shall transfer to Executive the right, title, and interest in the laptop computer that was issued to him by the Company. This item shall be transferred to Executive as-is. However, Executive agrees that immediately after the Executive's termination of employment for any reason, the Executive shall remove any and all Company documents and other property. (v) Executive shall be permitted to use the Company's email system for a period of one (1) year following the Code applies Early Separation Date, provided he complies with any and all Company policies related thereto. The Company reserves the right to terminate Executive's email use if such use violates Company policy in its sole discretion. Executive and Company agree to develop a legend that will appear on the bottom of all emails sent by the Executive, which legend will fairly reflect the Executive's then current relationship to the Severance Benefits and Executive is a “specified employee” thereunderCompany, then all of the Severance Benefits described in SECTION 9(a)(i) shall be paid in cash to Executive in a single lump sum no earlier than six (6) months after the effective date of the Qualifying Termination or such other date as would be permissible under such Section of the Code. If Section 409A(a)(2)(B)(i) of the Code does not apply to the Severance Benefits or Executive is not a “specified employee” thereunder, then all of the Severance Benefits described in SECTION 9(a)(i) shall be paid in cash to Executive in a single lump sum as soon as possible after the effective date of the Qualifying Termination (but in no event more than 10 days after such date). Notwithstanding the preceding two sentences to the contrary, the Severance Benefits described in SECTION 9(a)(i)(D) shall be paid or reimbursed to Executive following the later of the applicable payment date set forth in the preceding two sentences or the date Executive promptly submits an invoice of the firm providing the outplacement services described in such subsection. Executive shall not be obligated to seek other employment or take any other action to mitigate the amounts payable to Executive under this Agreementif any.

Benefits Payable. Subject to SECTIONS 9(bSections 10(b) and 9(c) below10(c), if Executive experiences a Qualifying TerminationTermination (other than a Qualifying Termination as provided in Section 12(eee)(iv)), then the Company CenterPoint shall provide Executive all of the following severance benefits (“SEVERANCE BENEFITSSeverance Benefits”): (i) The Company shall pay A payment equal to Executive each of the following: (A) The amounts specified the accrued payments set forth in SECTION 8(aSection 9(a) and SECTION 8(bthe Pro Rata Annual Bonus Award set forth in Section 9(b)(i).; (B) Three three (3) times Executive’s Base Salary in effect upon on the date of the Qualifying Termination or, if greater, three (3) times Executive’s Base Salary in effect immediately prior to the occurrence of the Change of in Control.; (C) Three three (3) times Executive’s highest annual cash bonus.Actual Annual Bonus Award paid during the Employment Term; (D) Payment payment or reimbursement (at Executive’s option) for outplacement services of a scope and nature customary for executives holding comparable positions and provided by a nationally-recognized outplacement firm of Executive’s selection, for a period of up to two (2) years commencing on the date of Executive’s Qualifying Termination. Notwithstanding the foregoing; provided, however, that the aggregate amount of such reimbursement shall not exceed twenty-five percent (25% %) of Executive’s Base Salary in effect as of the date of the Qualifying Termination.; and (E) All all other compensation and benefits to which Executive has a vested right on the date of the Qualifying Termination, except to the extent Executive elects to receive payment of such compensation at a later date.; (ii) Except accelerated vesting of all of Executive’s unvested Equity Interests, which shall remain subject to the terms of the Company Operating Agreement and the put/call rights set forth in Section 9(h)(i); and (iii) except as otherwise provided in this SECTION 9(a)(ii)Section 10(a)(iii) and subject to Sxxxxxx 00, the Company XxxxxxXxxxx shall continue Executive’s participation in CenterPoint’s group health plan coverage (at the same cost to Executive and at the same coverage level in effect on the date of the Qualifying Termination) for 36 thirty-six (36) months from the date of the Qualifying Termination (the “CONTINUATION PERIODContinuation Period”). The maximum required period under COBRA shall run concurrently with the Continuation Period. If ; provided, however, that to the extent Executive becomes eligible for any other substantially similar group health coverage during the Continuation Period, then the continued group health plan coverage provided by the Company CenterPoint pursuant to this SECTION 9(a)(iiSection 10(a)(iii) shall terminate, terminate to the extent COBRA permits such termination. (iiiiv) Subject to the terms and conditions of the 2003 Incentive Plan (or the applicable predecessor or successor plan) and subject to the terms and conditions of the underlying stock option agreement and/or restricted stock agreement, each stock option and restricted stock award that is unvested on Executive’s termination date shall fully vest on Executive’s termination date. Further, each stock option that Executive holds on Executive’s termination date shall remain exercisable until the earlier of 90 days after Executive’s termination date or the end of the full term of the stock option, to To the extent provided in the underlying stock option agreement. (iv) If Section 409A(a)(2)(B)(i) of the Code applies to the Severance Benefits and Executive is a “specified employee” thereunder, then all of the Severance Benefits described in SECTION 9(a)(iSection 10(a)(i) shall be paid in cash to Executive in a single lump sum no earlier than six (6) months after the effective date of the Qualifying Termination or such other date as would be permissible under such Section of Code provision. To the Code. If extent Section 409A(a)(2)(B)(i) of the Code does not apply to the Severance Benefits or Executive is not a “specified employee” thereunder, then all of the Severance Benefits described in SECTION 9(a)(iSection 10(a)(i) shall be paid in cash to Executive in a single lump sum as soon as possible after the effective date of the Qualifying Termination (but in no event more later than 10 30 days after such date). Notwithstanding the preceding two sentences to the contrary, the Severance Benefits described in SECTION 9(a)(i)(DSection 10(a)(i)(D) shall be paid or reimbursed to Executive following the later of the applicable payment date set forth in the preceding two sentences or the date Executive promptly submits an invoice of the firm providing the outplacement services described in such subsection. Executive shall not be obligated to seek other employment or take any other action to mitigate the amounts payable to Executive under this Agreement.