Common use of Benefits to Executive Clause in Contracts

Benefits to Executive. (a) Termination Without Cause Prior to a Change in Control Date. If, prior to a Change in Control Date, the Executive's employment with the Companies is terminated by the Companies other than for Cause, the Executive shall be entitled to receive from AWHI: (i) a lump sum payment of Base Salary for a period of twelve (12) months, plus continuation of Base Salary for up to an additional nine (9) months subject to mitigation as described in subsection 4.2; (ii) a lump sum equal in value to a fraction of his Targeted Bonus for the fiscal year in which the Participant is terminated determined by multiplying his Targeted Bonus under any Company bonus plan in which Executive participates, by a fraction, the numerator of which is the total number of weeks in the fiscal year in which the Executive is terminated prior to the Termination Date, and the denominator of which is 52 (the "Prorated Bonus"); (iii) continuation of Executive's participation in the medical, dental and vision care plans or programs sponsored by the Companies (the "Medical Plans") for the period with respect to which the benefits in subsection 4.1(a) are paid, with the Executive continuing to make the same contribution, as a percentage of the cost of providing such benefits as contributed prior to the Executive's termination of employment or as it is adjusted for Executives actively employed; and (iv) a lump sum, in cash, paid within 30 days of the Termination Date, equal to the sum of the Executive's Accrued Obligations and Other Benefits (as both are defined in subsection 4.1(c)). The benefits under this subsection 4.1(a) shall be provided in lieu of and not in addition to those benefits that would otherwise be provided for the Executive under the Arch Severance Benefits Plan, which has been approved by the United States Bankruptcy Court for the District of Massachusetts Western Division (the "Arch Severance Benefits Plan"). If the Executive begins new employment while the continuation payments are being made under subsection 4.1(a), the Executive must promptly notify the AWHI Vice President of Human Resources in writing of benefits being received in connection with such employment and said Vice President of Human Resources shall terminate the Executive's participation in all Medical Plans with respect to any benefits being received in connection with the new employment which are comparable to any of the Medical Plans. The period during which the Executive's participation in Medical Plans is continued under this subsection 4.1(a) shall be concurrent with his continuation coverage under Section 4980B of the Code and related sections of the law ("COBRA"). Whenever such participation terminates under this subsection 4.1(a), any continuing coverage under COBRA shall be governed solely by COBRA and no further contributions to the cost of such continuation will be made by the Companies.

Benefits to Executive. (a) Termination Without Cause Prior to a Change in Control Date. If, prior to a Change in Control Date, the Executive's employment with the Companies is terminated by the Companies other than for Cause, the Executive shall be entitled to receive from AWHI: (i) a lump sum payment of Base Salary for a period of twelve (12) months, plus continuation of Base Salary for up to an additional nine (9) months subject to mitigation as described in subsection 4.2; (ii) a lump sum equal in value to a fraction of his Targeted Bonus for the fiscal year in which the Participant is terminated determined by multiplying his Targeted Bonus under any Company bonus plan in which Executive participates, by a fraction, the numerator of which is the total number of weeks in the fiscal year in which the Executive is terminated prior to the Termination Date, and the denominator of which is 52 (the "Prorated Bonus"); (iii) continuation of Executive's participation in the medical, dental and vision care plans or programs sponsored by the Companies (the "Medical Plans") for the period with respect to which the benefits in this subsection 4.1(a) are paid, with the Executive continuing to make the same contribution, as a percentage of the cost of providing such benefits as contributed prior to the Executive's termination of employment or as it is adjusted for Executives actively employed; and (iv) a lump sum, in cash, paid within 30 days of the Termination Date, equal to the sum of the Executive's Accrued Obligations and Other Benefits (as both are defined in subsection 4.1(c)). The benefits under this subsection 4.1(a) shall be provided in lieu of and not in addition to those benefits that would otherwise be provided for the Executive under the Arch Severance Benefits Plan, Plan which has been approved by the United States Bankruptcy Court for the District of Massachusetts Western Division (the "Arch Severance Benefits Plan"). If the Executive begins new employment while the continuation payments are being made under subsection 4.1(a), the Executive must promptly notify the AWHI Vice President of Human Resources in writing of benefits being received in connection with such employment and said Vice President of Human Resources shall terminate the Executive's participation in all Medical Plans with respect to any benefits being received in connection with the new employment which are comparable to any of the Medical Plans. The period during which the Executive's participation in Medical Plans is continued under this subsection 4.1(a) shall be concurrent with his continuation coverage under Section 4980B of the Code and related sections of the law ("COBRA"). Whenever such participation terminates under this subsection 4.1(a), any continuing coverage under COBRA shall be governed solely by COBRA and no further contributions to the cost of such continuation will be made by the Companies.

Benefits to Executive. In reliance on such voluntary resignation and the representations, warranties, agreements and releases in this Agreement, the Companies will provide Executive with the following pay and benefits: (a) Termination Without Cause Prior Holdings has paid Executive all wages earned through November 19, 2003. Executive hereby acknowledges such receipt. Executive's earned but unused vacation (20 days, totaling $11,250, less applicable withholdings), has also been paid to him, and Executive acknowledges receipt thereof as full payment of the Companies' obligations related to vacation pay. (b) Holdings shall pay Executive the sum of $8,212, less applicable withholdings, by December 19, 2003. Thereafter, Holdings shall pay Executive $16,000 per month, in arrears, less legally required deductions, commencing December 31, 2003 and ending on April 30, 2004. Such monthly amount shall be direct deposited or mailed to Executive on the last day of each month. If Holdings does not direct deposit or mail such amount to Executive within 10 days after the last day of the month, Holdings shall pay to Executive a late fee equal to 1% of such monthly amount unless Holdings' delayed payment is excused by Executive's material breach of a term of the Agreement or the Exhibits hereto. In addition, if Executive exercises his rights under COBRA in a timely manner, Holdings will pay the premium for such insurance continuation for Executive and his family through April 30, 2004. (c) In the event Executive elects to waive and release any claims that he may have for violations of the Age Discrimination in Employment Act, as amended, pursuant to Exhibit B attached hereto (the "Age Release"), Holdings shall pay Executive $16,000 per month, in arrears, less legally required deductions, commencing May 31, 2004 and ending on October 31, 2004. In the event Executive elects to waive and release any claims Executive may have for violations of the Age Discrimination Employment Act pursuant to the Age Release, then Holdings will pay the COBRA premium for Executive and his family (assuming Executive exercises his rights under COBRA in a timely manner) commencing May 1, 2004 and ending on May 31, 2005. In the event Executive does not execute the Age Release or revokes the Age Release prior to its effectiveness, Executive will not receive the payments and benefits outlined in this subparagraph (c). (d) Pursuant to the Employment Agreement, Executive and Holdings agreed to defer a portion of Executive's earnings and Executive and the Companies agree and acknowledge that the deferred amount totaled $317,750 ("Deferred Amount"). By signing this Agreement, Executive and the Companies confirm and agree that as of January 1, 2000, Executive constructively received 134,375 shares of common stock of Holdings ("Holdings Deferred Shares") for part of the Deferred Amount, and 125,726 shares of common stock of Channel ("Channel Deferred Shares") for the remainder of the Deferred Amount, even though the certificates for the Holdings Deferred Shares and the Channel Deferred Shares were not physically issued to Executive at that time. Holdings shall issue the Holdings Deferred Shares within ten (10) business days following the Agreement Date. Holdings shall report Executive's income for the Holdings Deferred Shares on a corrected 2000 Form W-2, and file an amended Form 1120 tax return for 2000 to report Executive's income for the Holdings Deferred Shares. Executive shall file an amended Form 1040 tax return for 2000 to report the income for the Holdings Deferred Shares that is reported on the corrected Form W-2. Executive and the Companies agree that Executive's income for the Holdings Deferred Shares for 2000 is $436,719, which is based upon the closing price of the Holdings common stock on the first trading day of 2000, and this sum shall be reported as Executive's income for the Holdings Deferred Shares on the corrected Form W-2, and the amended Form 1120 and 1040 tax returns. (e) The Channel Deferred Shares shall be issued within ten (10) business days following the Agreement Date and a portion of such shares shall be retained by Holdings pursuant to a Change Stock Pledge Agreement as provided for in Control DateSection 10 below and a share certificate representing the remainder of such shares shall be promptly delivered to Executive. If, prior to a Change in Control Date, the Holdings shall report Executive's employment with income for the Channel Deferred Shares on a corrected 2000 Form W-2, and file an amended Form 1120 tax return for 2000 to report Executive's income for the Channel Deferred Shares. Executive shall file an amended Form 1040 tax return for 2000 to report the income for the Channel Deferred Shares that is reported on the corrected Form W-2. Executive and the Companies agree that Executive's income for the Channel Deferred Shares for 2000 is terminated $251,452, which is based upon the estimated fair market value of such shares as of January 2000, and this sum shall be reported as Executive's income for the Channel Deferred Shares on the corrected Form W-2, and the amended Form 1120 and 1040 tax returns. (f) The Administrator of the Holdings Stock Option Plan ("Holdings Option Plan") will permit Executive to exercise Executive's options to purchase up to 60,000 shares of Holdings common stock granted to Executive pursuant to the Holdings Stock Option Agreement signed by Executive on February 16, 2000, attached as Exhibit C (the "Holdings Option Agreement"), pursuant to the terms of the Holdings Option Agreement and to pay the exercise price pursuant to Sections 5.3(a), 5.3(b) or 5.3(c) of the Holdings Option Plan (and in the case of Section 5.3(c) of such option plan only so long as the surrender of shares of common stock does not result in the recognition of a charge to operations by the Companies other than for CauseChannel or Holdings as determined in accordance with generally accepted accounting principles). In addition, Holdings will register on Form S-8 the stock issuable to Executive shall upon the exercise of such options within ten (10) business days of this Agreement and Executive agrees not to exercise Executive's options granted pursuant to the Holdings Option Agreement prior thereto. Executive understands and agrees that he must comply with all provisions of the Holdings Stock Option Agreement to exercise his options, including provisions relating to payment of taxes upon exercise. (g) The Administrator of the Channel Stock Option Plan ("Channel Option Plan") will permit Executive to exercise his options to purchase up to 200,000 shares of Channel common stock granted to Executive pursuant to the Channel Stock Option Agreement effective as of December 10, 1997, attached as Exhibit D (the "Channel Option Agreement"), pursuant to the terms of the Channel Option Agreement and to pay the exercise price pursuant to Sections 5.3(a), 5.3(b) or 5.3(c) of the Channel Option Plan (and in the case of Section 5.3(c) of such option plan only so long as the surrender of shares of common stock does not result in the recognition of a charge to operations by the Channel or Holdings as determined in accordance with generally accepted accounting principles). Executive understands and agrees that he must comply with all provisions of the Channel Option Agreement to exercise his options, including provisions relating to the payment of taxes upon exercise, and that such options may, if a contemplated transaction is completed, be entitled converted into options to receive from AWHI: acquire Holdings common stock at the then applicable exchange rate (with appropriate changes to the exercise price). (h) Holdings and Executive will execute the Registration Rights Agreement attached to this Agreement as Exhibit E and incorporated herein (the "Registration Rights Agreement"). (i) a lump sum payment of Base Salary Holdings will pay Executive $1,500 per month, less legally required deductions, for a period of twelve 36 months commencing on December 1, 2004 and ending on October 31, 2007. (12j) monthsHoldings will pay Executive $100,000, plus continuation less legally required withholdings, on or before January 31, 2004. (k) Xxxxx Xxxxxx shall provide Executive with a letter of Base Salary for up to an additional nine (9) months subject to mitigation as described in subsection 4.2; (ii) reference, a lump sum equal in value to a fraction of his Targeted Bonus for the fiscal year in which the Participant is terminated determined by multiplying his Targeted Bonus under any Company bonus plan in which Executive participates, by a fraction, the numerator copy of which is attached hereto as Exhibit F. If anyone inquires of any now-current officer or director of Holdings or Channel about Executive's employment and/or services as a director of the total number Companies, such persons shall refer the inquiry to Xxxxx Xxxxxx, and if he no longer holds the offices he currently holds with the Companies, to his successor, who shall advise the inquiring party that there is a letter of weeks in the fiscal year in which the reference for Executive is terminated prior and who will on request forward a copy of Exhibit F to the Termination Dateinquiring party. Xxxxx Xxxxxx or his successor will not state anything about Executive in response to such an inquiry that contradicts Exhibit F, and the denominator provided, however, that nothing in this paragraph or Exhibit F shall require Xxxxxx, his successor, or any officer or director of which is 52 (the "Prorated Bonus"); (iii) continuation of Executive's participation in the medical, dental and vision care plans or programs sponsored by the Companies (the "Medical Plans") for the period to speak untruthfully in any legal proceeding or in dealing with respect to which the benefits in subsection 4.1(a) are paid, with the Executive continuing to make the same contribution, as a percentage of the cost of providing such benefits as contributed prior to the Executive's termination of employment or as it is adjusted for Executives actively employed; and (iv) a lump sum, in cash, paid within 30 days of the Termination Date, equal to the sum of the Executive's Accrued Obligations and Other Benefits (as both are defined in subsection 4.1(c)). The benefits under this subsection 4.1(a) shall be provided in lieu of and not in addition to those benefits that would otherwise be provided for the Executive under the Arch Severance Benefits Plan, which has been approved by the United States Bankruptcy Court for the District of Massachusetts Western Division (the "Arch Severance Benefits Plan"). If the Executive begins new employment while the continuation payments are being made under subsection 4.1(a), the Executive must promptly notify the AWHI Vice President of Human Resources in writing of benefits being received in connection with such employment and said Vice President of Human Resources shall terminate the Executive's participation in all Medical Plans with respect to any benefits being received in connection with the new employment which are comparable to any of the Medical Plans. The period during which the Executive's participation in Medical Plans is continued under this subsection 4.1(a) shall be concurrent with his continuation coverage under Section 4980B of the Code and related sections of the law ("COBRA"). Whenever such participation terminates under this subsection 4.1(a), any continuing coverage under COBRA shall be governed solely by COBRA and no further contributions to the cost of such continuation will be made by the Companiesgovernmental agency.

Benefits to Executive. Subject to the terms of this Release Agreement and the Second Release (attached as Exhibit B), including Executive’s compliance with Section 2 above to the Company’s reasonable satisfaction, and provided that the Executive does not revoke this Release Agreement and the Second Release, the Company shall provide Executive with the following benefits: (a) Termination Without Cause Prior The Company shall amend the Stock Option grant agreements to provide for the Executive to have 90 days to exercise any vested Stock Option from the later of (x) the date of termination of Executive’s employment and (y) the last day of Executive’s service as a Change Director on the Company’s Board of Directors. In no event shall the Stock Option grant agreements be extended beyond the original 10 year term of such Stock Options. Except as otherwise provided herein, the Stock Options shall otherwise remain subject to the terms and conditions of the grant agreements. (b) The Company shall amend the grant agreements relating to the Unvested Shares to provide for the continued vesting of such shares of restricted stock so long as the Executive continues to serve as a Director on the Company’s Board of Directors (subject to the time and performance vesting requirements contained in Control such grant agreements). Except as otherwise provided herein, the Unvested Shares shall otherwise remain subject to the terms and conditions of the grant agreements. (c) Any amount of accrued but unpaid salary and accrued unused vacation will be paid to the Executive on the first regularly-scheduled payroll date after the Separation Date. If, prior to . (d) For a Change in Control period of twenty-four (24) months following the Separation Date, Company shall pay to Executive a monthly amount before the Executive's employment with end each calendar month equal to difference between (i) the Companies is terminated by monthly cost of Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) health and dental benefits for Executive (assuming that Executive would be eligible for such coverage), less (ii) the Companies other than monthly amount that the Executive would be required to contribute for Cause, the health and dental coverage if Executive were an active employee of Company. (e) The Executive shall be entitled to receive from AWHI: (i) a lump sum payment of Base Salary prorated cash bonus for a period of twelve (12) months, plus continuation of Base Salary for up to an additional nine (9) months subject to mitigation as described in subsection 4.2; (ii) a lump sum equal in value to a fraction of his Targeted Bonus 2019 for the fiscal year period in which 2019 he was employed with the Participant is terminated determined by multiplying his Targeted Bonus under any Company bonus plan in which Executive participates, by a fraction, the numerator of which is the total number of weeks in the fiscal year in which the Executive is terminated prior to the Termination Separation Date, payable in 2020 at the time and the denominator of which is 52 (the "Prorated Bonus"); (iii) continuation of Executive's participation in the medical, dental and vision care plans or programs sponsored by the Companies (the "Medical Plans") for the period with respect to which the benefits in subsection 4.1(a) are paid, accordance with the Executive continuing Company’s other payouts (if any) to make other senior executives in accordance with the same contribution, as a percentage terms of the cost of providing such benefits as contributed prior to Company’s 2019 annual incentive program. (f) Following the Executive's termination of employment or as it is adjusted for Executives actively employed; and (iv) a lump sum, in cash, paid within 30 days of the Termination Separation Date, equal to the sum of the Executive's Accrued Obligations and Other Benefits (as both are defined in subsection 4.1(c)). The benefits under this subsection 4.1(a) shall be provided in lieu of and not in addition to those benefits that would otherwise be provided for the Executive under the Arch Severance Benefits Plan, which has been approved by the United States Bankruptcy Court for the District of Massachusetts Western Division (the "Arch Severance Benefits Plan"). If the Executive begins new employment while the continuation payments are being made under subsection 4.1(a), the Executive must promptly notify will serve as the AWHI Vice President of Human Resources in writing of benefits being received in connection with such employment Company’s Non-Executive Chairman and said Vice President of Human Resources shall terminate receive the Executive's participation in all Medical Plans with respect to any benefits being received in connection with annual retainer and annual stock award given the new employment which are comparable to any Company’s Chairman. As of the Medical Plans. date hereof the Chairman’s compensation consists of an $90,000 annual retainer and annual stock awards of $145,000. (g) The period during which the Executive's participation in Medical Plans is continued under this subsection 4.1(a) Executive shall be concurrent with entitled to retain his continuation coverage under Section 4980B laptop, phone number, phone and Company email address (so long as he remains a member of the Code and related sections of the law ("COBRA"Board). Whenever such participation terminates under this subsection 4.1(a), any continuing coverage under COBRA shall be governed solely by COBRA and no further contributions to the cost of such continuation will be made by the Companies.