Common use of Benefits Upon a Change in Control Clause in Contracts

Benefits Upon a Change in Control. Reynxxxx xxxognizes that the threat of a Change in Control would be of significant concern to Nevix. Xxe following provisions provide termination protection for Nevix xx the event of a Change in Control. These provisions, among other purposes, are intended to fostxx xxx encourage Nevix'x xxxtinued attention and dedication to his duties in the event of such potentially disturbing and disruptive circumstances. Reynxxxx, xxerefore, agrees to do the following: (i) If Reynxxxx xxxminates Nevix'x xxxloyment for any reason other than a Discharge for Cause, or if Nevix xxxminates his employment with Reynxxxx xxxuntarily for any reason other than disability or retirement within the twenty-four (24) month period following a Change in Control, Nevix xxxll be entitled to receive from Reynxxxx xxx following benefits: (A) A lump sum severance payment (the "Severance Payment"), in cash, equal to three (3) times the sum of (i) the higher of Nevix'x xxxual Base Compensation in effect immediately prior to the occurrence of the event or circumstance upon which such termination of employment is based or in effect immediately prior to the Change in Control, and (ii) the average of Nevix'x Xxxuses during the three (3) calendar years immediately preceding the year in which the date of termination occurs. (B) Nevix xxxll be entitled, during the period expiring on the earlier of Nevix'x xxxuring other employment or twenty-four (24) months from the date of such termination of employment (or such longer period as required by law), to continued coverage under the Reynxxxx sponsored medical benefits program in existence on such date of termination or, if such continued coverage is barred, Reynxxxx xxxll provide equivalent medical benefit coverage through the purchase of insurance or otherwise. (C) For purposes of determining Nevix'x xxxefits under the Supplemental Plan, Nevix xxxll receive credit toward his Years of Service under the Supplemental Plan for the two (2) year period following such termination of employment. In addition, with respect to the two (2) year period following such termination of employment, Nevix'x Xxxe Compensation shall be deemed to be increased by the annual economic range adjustment for Reynxxxx' xxlaried employees announced in October of each year (or, if there is no such announced economic range adjustment in a given year, by an assumed five percent (5%) increase for that year) in order to calculate his highest earnings during five (5) consecutive years out of the last ten (10) years prior to retirement under the Supplemental Plan. (D) Nevix xxxll be reimbursed for up to $20,000 for outplacement fees if he chooses to seek other employment following his discharge by Reynxxxx. Xxvix xxxll not be obligated to seek other employment in order to mitigate his damages resulting from his discharge. (E) In addition to all of the foregoing, Nevix xxxll be entitled to receive the payments required of Reynxxxx xxxer his then-existing deferred compensation agreement(s) with Reynxxxx xx accordance with the terms of such agreement(s). The benefits provided in this Section 8(e) shall be in lieu of any benefits provided under Section 8(d) of this Agreement. (ii) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by Nevix xx connection with a Change in Control or

Benefits Upon a Change in Control. Reynxxxx xxxognizes Reynolds recognizes that the threat of a Change in Control would be of significant bx xx xxxnificant concern to NevixEmployee. Xxe The following provisions provide termination protection for Nevix xx Employee in the event of a Change in Control. These provisions, among other purposes, are intended to fostxx xxx foster and encourage Nevix'x xxxtinued Employee's continued attention and dedication to his xx xxs duties in the event of such potentially disturbing and disruptive circumstances. ReynxxxxReynolds, xxereforetherefore, agrees to do the following: (i) If Reynxxxx xxxminates Nevix'x xxxloyment Employee's employment for any reason other than a Discharge thax x Xxxxharge for Cause, or if Nevix xxxminates Employee terminates his employment with Reynxxxx xxxuntarily Reynolds voluntarily for any reason other than disability or retirement within retirxxxxx xxthin the twenty-four (24) month period following a Change in Control, Nevix xxxll Employee shall be entitled to receive from Reynxxxx xxx Reynolds the following benefits: (A) A lump sum severance payment severancx xxxxxxt (the "Severance Payment"), in cash, equal to three (3) times the sum of (i) the higher of Nevix'x xxxual Employee's annual Base Compensation in effect immediately prior to the occurrence of the event or circumstance upon which such termination of employment is based or in effect immediately prior to the Change in Control, and (ii) the average of Nevix'x Xxxuses Employee's Bonuses during the three (3) calendar years immediately preceding the year in which the date of termination occurs. (B) Nevix xxxll Employee shall be entitled, during the period expiring on the earlier of Nevix'x xxxuring his securing other employment or twenty-four (24) months from the date of such termination of employment (or such longer period as required by law), to continued coverage under the Reynxxxx Reynolds sponsored medical benefits program in existence on such date of termination dxxx xx xermination or, if such continued coverage is barred, Reynxxxx xxxll Reynolds shall provide equivalent medical benefit coverage through the purchase xxx xxxchase of insurance or otherwise. (C) For purposes of determining Nevix'x xxxefits Employee's benefits under the Supplemental Plan, Nevix xxxll Employee shall receive credit toward his Years of Service under the Supplemental Plan for the two (2) year period following such termination of employment. In addition, with respect to the two (2) year period following such termination of employment, Nevix'x Xxxe Employee's Base Compensation shall be deemed to be increased by the annual economic range adjustment for ReynxxxxReynolds' xxlaried salaried employees announced in October of each year (or, if there xx xxxre is no such announced economic range adjustment in a given year, by an assumed five percent (5%) increase for that year) in order to calculate his highest earnings during five (5) consecutive years out of the last ten (10) years prior to retirement under the Supplemental Plan. (D) Nevix xxxll Employee shall be reimbursed for up to $20,000 for outplacement fees if he chooses to seek other employment following his discharge by ReynxxxxReynolds. Xxvix xxxll Employee shall not be obligated to seek other employment in order xx xxxxr to mitigate his damages resulting from his discharge. (E) In addition to all of the foregoing, Nevix xxxll Employee shall be entitled to receive the payments required of Reynxxxx xxxer Reynolds under his then-existing deferred compensation agreement(s) with Reynxxxx xx xxxx Xeynolds in accordance with the terms of such agreement(s), and thx xxxxxxment benefit provided for in Section 5 of this Agreement. The benefits provided in this Section 8(e7(e) shall be in lieu of any benefits provided under Section 8(d7(d) of this Agreement. (ii) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by Nevix xx Employee in connection with a Change in Control oror the termination of Employee's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with Reynolds, any person whose actions result in a Change in Control ox xxx xxrson affiliated with Reynolds or such person) (all such payments and benefits, includinx xxx Xxverance Payment, being hereinafter called "Total Payments") would be subject (in whole or part), to an excise tax pursuant to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (such tax hereinafter referred to as the "Excise Tax"), then the Severance Payment shall be reduced to the extent necessary so that no portion of the Total Payments is subject to Excise Tax (after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement) if (A) the net amount of such Total Payments, as so reduced, (and after deduction of the net amount of federal, state and local income tax on such Total Payments), is greater than (B) the excess of (i) the net amount of such Total Payments, without reduction (but after deduction of the net amount of federal, state and local income tax on such Total Payments), over (ii) the amount of Excise Tax to which Employee would be subject in respect of such Total Payments. For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which Employee shall have effectively waived in writing prior to the date of this termination of employment shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which in the opinion of tax counsel selected by Reynolds does not constitute a "parachute payment" within the meanxxx xx Xection 280G(b)(2) of the Code, (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payment shall be taken into account which constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the base amount as defined in Section 280G(b)(3) of the Code allowable to such reasonable compensation, and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by Reynolds in accordance with the principles of Sections 280G(d)(3) xxx (0) of the Code. Prior to the fifth day following the date of Employee's termination of employment, Reynolds shall provide Employee with its calculation of the amountx xxxxxxed to in this Section and such supporting materials as are reasonably necessary for Employee to evaluate Reynolds' calculations. If Employee objects to Reynolds' calculations, he shall notify Reynolds of his objections xxxxx xo the initial payment date set fxxxx xx Section 7(e)(vi) hereof, and Reynolds shall pay to Employee such portion of the Severance Paymexx (xx xo one hundred percent (100%) thereof) as Employee determines is necessary to result in Employee's receiving the greater of clauses (A) and (B) of this Section. (iii) Upon the occurrence of an Escrow Funding Event, Reynolds shall pay into an escrow account at the Escrow Agent an axxxxx xxual to three (3) times the sum of (i) Employee's Base Compensation in effect immediately prior to the Escrow Funding Event and (ii) the average of Employee's Bonuses during the three (3) calendar years immediately preceding the year in which the Escrow Funding Event occurs. Subsequent to the delivery to the Escrow Agent of the Escrow Amount, Reynolds shall, in the event that either Employee's Base Compensatxxx xx xncreased (or decreased) or he receives a Bonus that affects the amount described in Section 7(e)(i)(A), unless the Escrow Amount shall theretofore have been released pursuant to this subsection, recalculate the Escrow Amount as of the date such change in Base Compensation or receipt of Bonus occurs, treating the Escrow Funding Event as having occurred on such date. If the amount so calculated exceeds the fair market value of the Escrow Amount, Reynolds shall promptly (and in no event later than seven (7) days xxxx xxch date) pay to the Escrow Agent an amount in cash (or marketable securities or any combination thereof) equal to such excess. If the Escrow Amount so calculated is less than the fair market value of the Escrow Amount then held in the escrow account, the Escrow Agent, upon receipt of a written request from Reynolds, shall distribute to Reynolds such difference in cash; prxxxxxx, however, that this senxxxxx xxall not apply after the occurrence of a Change in Control. (iv) Unless the parties otherwise agree, Reynolds may withdraw the Escrow Amount when and only when two (2) xxxxx xave expired from the date of deposit and no proper demand pursuant to Section 7(e)(vi) below has been made during the time, or when the conditions requiring the deposit have ceased to exist for a period of ninety (90) days without a demand right having been created, or when Employee's right to a payment under this Section 7(e) has been forfeited, whichever occurs first. If, before the expiration of such period or forfeiture, there shall occur another Escrow Funding Event, Reynolds will not be required to make an additional deposit, but txx xxx (2) year period shall then be measured from the date of the last such event. Notwithstanding a deposit with the Escrow Agent pursuant to subsection (iii) of this Section 7(e), Employee shall continue to be entitled to receive all of the benefits from Reynolds under this Agreement until a termination of employment shxxx xxxxr. (v) Reynolds shall pay the charges of the Escrow Agent for its servicex xxxxx the Escrow Agreement, and Reynolds will be entitled to any interest or other income arising xxxx xxx date of the deposit of the Escrow Amount until all payments have been made under the Escrow Agreement to Employee. All interest or other income arising from the Escrow Amount deposited with the Escrow Agent shall be paid monthly to Reynolds. (vi) If Reynolds terminates Employee's employment xxx xxx reason but a Disxxxxxx xor Cause, or if Employee terminates his employment with Reynolds voluntarily for any reason other than disability or retirxxxxx xxthin the twenty-four (24) month period following the date of a Change in Control, the Escrow Agent, upon written demand made on or after the tenth (10th) day following such termination of employment, shall pay the Escrow Amount in accordance with this Section and Employee shall no longer be subject to the restrictive provisions of Section 8 below, except for Section 8(e). Employee shall notify the Escrow Agent prior to the tenth (10th) day following his termination of employment as to whether he has accepted the determination of Reynolds of the amount of the Severance Payments pursuant to Section 7(e) (iii). If he has accepted such determination, Reynolds shall provide the Escrow Agent with Reynolds' written detxxxxxxxxon as set forth in Section 7(e) (iii) xxx xxx Escrow Agent shall pay to Employee all or a portion of the Escrow Amount as provided in such determination, and any remaining amount shall be paid to Reynolds. If Employee does not accept Reynolds' determination, Empxxxxx xxall provide to the Escrow Agenx xxx xxtermination of the Severance Payment, and the Escrow Agent shall pay to Employee all or a portion of the Escrow Amount as provided in Employee's determination and any remaining amount shall be paid to Reynolds. (vii) In the event that, following the creation of x xxxxxd right pursuant to Section 7(e)(vi) above, Employee incurs any costs or expenses, including attorneys' fees, in the enforcement of rights under this Section 7(e) or under any plan for the benefit of employees of Reynolds, including without limitation the stock option plan, pensxxx xxxxs, payroll-based stock ownership plan, tax deferred savings and protection plan, bonus arrangements, supplemental pension plan, deferred compensation agreements, incentive compensation plans, and life insurance and compensation program, then, unless Reynolds or the consolidated, surviving or transferee entity in thx xxxxx of a consolidation, merger or sale of assets, is wholly successful in defending against the enforcement of such rights, Reynolds, or such consolidated, surviving or transferee entity, shxxx xxxxptly pay to Employee all such costs and expenses.

Benefits Upon a Change in Control. Reynxxxx xxxognizes that the threat of a Change in Control would be of significant concern to NevixHedexx. Xxe following provisions provide termination protection for Nevix Hedexx xx the event of a Change in Control. These provisions, among other purposes, are intended to fostxx xxx encourage Nevix'x Hedexx'x xxxtinued attention and dedication to his duties in the event of such potentially disturbing and disruptive circumstances. Reynxxxx, xxerefore, agrees to do the following: (i) If Reynxxxx xxxminates Nevix'x Hedexx'x xxxloyment for any reason other than a Discharge for Cause, or if Nevix Hedexx xxxminates his employment with Reynxxxx xxxuntarily for any reason other than disability or retirement within the twenty-four (24) month period following a Change in Control, Nevix Hedexx xxxll be entitled to receive from Reynxxxx xxx following benefits: (A) A lump sum severance payment (the "Severance Payment"), in cash, equal to three (3) times the sum of (i) the higher of Nevix'x Hedexx'x xxxual Base Compensation in effect immediately prior to the occurrence of the event or circumstance upon which such termination of employment is based or in effect immediately prior to the Change in Control, and (ii) the average of Nevix'x Hedexx'x Xxxuses during the three (3) calendar years immediately preceding the year in which the date of termination occurs. (B) Nevix Hedexx xxxll be entitled, during the period expiring on the earlier of Nevix'x Hedexx'x xxxuring other employment or twenty-four (24) months from the date of such termination of employment (or such longer period as required by law), to continued coverage under the Reynxxxx sponsored xxxnsored medical benefits program in existence on such date of termination or, if such continued coverage is barred, Reynxxxx xxxll provide equivalent medical benefit coverage through the purchase of insurance or otherwise. (C) For purposes of determining Nevix'x xxxefits under the Supplemental Plan, Nevix xxxll receive credit toward his Years of Service under the Supplemental Plan for the two (2) year period following such termination of employment. In addition, with respect to the two (2) year period following such termination of employment, Nevix'x Xxxe Compensation shall be deemed to be increased by the annual economic range adjustment for Reynxxxx' xxlaried employees announced in October of each year (or, if there is no such announced economic range adjustment in a given year, by an assumed five percent (5%) increase for that year) in order to calculate his highest earnings during five (5) consecutive years out of the last ten (10) years prior to retirement under the Supplemental Plan. (D) Nevix xxxll be reimbursed for up to $20,000 for outplacement fees if he chooses to seek other employment following his discharge by Reynxxxx. Xxvix xxxll not be obligated to seek other employment in order to mitigate his damages resulting from his discharge. (E) In addition to all of the foregoing, Nevix xxxll be entitled to receive the payments required of Reynxxxx xxxer his then-existing deferred compensation agreement(s) with Reynxxxx xx accordance with the terms of such agreement(s). The benefits provided in this Section 8(e) shall be in lieu of any benefits provided under Section 8(d) of this Agreement. (ii) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by Nevix xx connection with a Change in Control orcontinued

Benefits Upon a Change in Control. Reynxxxx xxxognizes that the threat of a Change in Control would be of significant concern to NevixHolmxx. Xxe following provisions provide termination protection for Nevix Holmxx xx the event of a Change in Control. These provisions, among other purposes, are intended to fostxx xxx encourage Nevix'x xxxtinued Holmxx' xxntinued attention and dedication to his duties in the event of such potentially disturbing and disruptive circumstances. Reynxxxx, xxerefore, agrees to do the following: (i) If Reynxxxx xxxminates Nevix'x xxxloyment Holmxx' xxployment for any reason other than a Discharge for Cause, or if Nevix Holmxx xxxminates his employment with Reynxxxx xxxuntarily for any reason other than disability or retirement within the twenty-four (24) month period following a Change in Control, Nevix Holmxx xxxll be entitled to receive from Reynxxxx xxx following benefits: (A) A lump sum severance payment (the "Severance Payment"), in cash, equal to three (3) times the sum of (i) the higher of Nevix'x xxxual Holmxx' xxnual Base Compensation in effect immediately prior to the occurrence of the event or circumstance upon which such termination of employment is based or in effect immediately prior to the Change in Control, and (ii) the average of Nevix'x Xxxuses Holmxx' Xxnuses during the three (3) calendar years immediately preceding the year in which the date of termination occurs. (B) Nevix Holmxx xxxll be entitled, during the period expiring on the earlier of Nevix'x xxxuring Holmxx' xxcuring other employment or twenty-four (24) months from the date of such termination of employment (or such longer period as required by law), to continued coverage under the Reynxxxx sponsored xxxnsored medical benefits program in existence on such date of termination or, if such continued coverage is barred, Reynxxxx xxxll provide equivalent medical benefit coverage through the purchase of insurance or otherwise. (C) For purposes of determining Nevix'x xxxefits Holmxx' xxnefits under the Supplemental Plan, Nevix Holmxx xxxll receive credit toward his Years of Service under the Supplemental Plan for the two (2) year period following such termination of employment. In addition, with respect to the two (2) year period following such termination of employment, Nevix'x Xxxe Holmxx' Xxse Compensation shall be deemed to be increased by the annual economic range adjustment for Reynxxxx' xxlaried employees announced in October of each year (or, if there is no such announced economic range adjustment in a given year, by an assumed five percent (5%) increase for that year) in order to calculate his highest earnings during five (5) consecutive years out of the last ten (10) years prior to retirement under the Supplemental Plan. (D) Nevix Holmxx xxxll be reimbursed for up to $20,000 for outplacement fees if he chooses to seek other employment following his discharge by Reynxxxx. Xxvix Xxlmxx xxxll not be obligated to seek other employment in order to mitigate his damages resulting from his discharge. (E) In addition to all of the foregoing, Nevix Holmxx xxxll be entitled to receive the payments required of Reynxxxx xxxer his then-existing deferred compensation agreement(s) with Reynxxxx xx accordance with the terms of such agreement(s), and the retirement benefit provided for in Section 6 of this Agreement. The benefits provided in this Section 8(e) shall be in lieu of any benefits provided under Section 8(d) of this Agreement. (ii) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by Nevix Holmxx xx connection with a Change in Control oror the termination of Holmxx' xxployment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with Reynxxxx, xxy person whose actions result in a Change in Control or any person affiliated with Reynxxxx xx such person) (all such payments and benefits, including the Severance Payment, being hereinafter called "Total Payments") would be subject (in whole or part), to an excise tax pursuant to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (such tax hereinafter referred to as the "Excise Tax"), then the Severance Payment shall be reduced to the extent necessary so that no portion of the Total Payments is subject to Excise Tax (after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement) if (A) the net