Common use of Certain Other Benefits Clause in Contracts

Certain Other Benefits. (a) Upon termination of this Agreement regardless of any reason, including Cause, Executive will receive, to the extent permitted by applicable law, any (i) Base Salary earned, but unpaid, (ii) payment for earned but unused vacation time, (iii) Incentive Bonus earned, but unpaid, from a prior calendar year, and (iv) business expenses incurred in accordance with TCP’s reasonable requirements with respect to the reporting and documentation of such expenses, but not yet reimbursed (in the case of each of Section 8(a)(i) through (iv), only up to the date of termination) (the “Accrued Benefits”) and, except as set forth below or in any applicable benefit or option plan or as otherwise required by law (but subject to applicable law), TCP shall have no further payment obligations hereunder. Subject to applicable law, Executive shall also be entitled to receive the additional benefits described in Sections 8(b) through (c) below. (b) If (x) the Term of Employment expires and this Agreement is not renewed by the Company (other than because the Executive gave notice of his election not to renew the Term of Employment), or (y) this Agreement and Executive’s employment hereunder is terminated by TCP before the expiration of the Term of Employment without Cause pursuant to Section 7(d), or by Executive for Good Reason as defined in Section 7(e) (any such event in (x) or (y), a “Termination Event”), Executive shall receive, conditioned on the Executive’s execution, delivery and non-revocation (and the expiration of any period of revocation) of a release substantially in the form attached hereto as Exhibit A (or such other form as reasonably required by TCP) (the “Release Agreement”) within thirty (30) days of the date of the Termination Event: (i) twelve (12) months of Executive’s Base Salary as compensation for Executive’s non-competition with TCP International during the Covenant Period (which non-competition is reasonably required to protect the interests of TCP International); (ii) the earned (based on actual achievement) Incentive Bonus for the year in which Executive’s employment is terminated, pro-rated for Executive’s period of actual service during such year up to the Termination Event; and (iii) to the full extent permitted under the terms of the plan under which such equity awards were granted and applicable law, all restricted share units, stock options or other equity awards held by Executive as of the date of termination shall become vested and/or earned (based on actual achievement) on a pro-rata basis (based on Executive’s period of actual service during the vesting period and/or the period in which the applicable equity award is to be earned up to the Termination Event). In addition, notwithstanding anything to the contrary contained herein, Executive may elect that upon (A) TCP providing one (1) year’s prior written notice to Executive of a termination of Executive’s employment without Cause pursuant to Section 7(d), then in lieu of Executive remaining employed with TCP for such one (1) year period, or (B) Executive providing one (1) year’s prior written notice to TCP of a termination of Executive’s employment with Good Reason pursuant to Section 7(e), then in lieu of Executive remaining employed with TCP for such one (1) year period, Executive’s employment with TCP shall immediately be terminated without Cause or for Good Reason, as applicable, and Executive shall receive, in a lump sum payment and in addition to the payments provided for in Section 8(b)(i), one (1) year of Executive’s Base Salary, conditioned on Executive’s execution, delivery and non-revocation (and the expiration of any period of revocation) of the Release Agreement within thirty (30) days of the date of Executive’s termination of employment without Cause or for Good Reason, to be paid on the first regularly scheduled payroll date on or after the 30th day following the date of Executive’s termination of employment without Cause or for Good Reason. For purposes of clarification the provisions of this Section 8(b) shall remain enforceable regardless of whether there is a Change in Control. The Base Salary amount described in Section 8(b)(i) will, if applicable, be paid to Executive through continued payment of Executive’s Base Salary in regular installments in accordance with the payroll practices and procedures of TCP for executive-level and management-level employees as in effect from time to time beginning on the first regularly scheduled payroll date on or after the 30th day following the date of Executive’s termination pursuant to the Termination Event, the pro-rated Incentive Bonus amount described in Section 8(b)(ii) will, if applicable, be paid to Executive on the same date that the Incentive Bonus would have been paid if Executive’s employment had not so terminated, but in any event not later than March 15 of the calendar year following the year in which Executive’s employment is terminated, and any Accrued Benefits shall be paid on the date Executive’s employment is terminated. Notwithstanding anything to the contrary contained herein, if TCP has any stock which is publicly traded on an established securities market or otherwise and the Executive is a “specified employee” of TCP within the meaning of Section 409A of the Code and the Treasury Regulations thereunder, any payments that would otherwise be paid during the six month period following the date of the Termination Event that constitute “deferred compensation” within the meaning of Section 409A of the Code and the Treasury Regulations thereunder, taking into account all applicable exceptions such as the exception for an involuntary separation from service set forth in Treasury Regulations Section 1.409A-1(n), will be deferred and paid on the date which is six months and one day following the date of the Termination Event. The first such deferred payment shall include all payments that otherwise would have been due and payable during the six month period following the date of the Termination Event. (c) In the event of Executive’s death after a Termination Event, all remaining payments shall be paid in a lump sum to Executive’s estate. However, it is expressly understood that TCP’s payment obligations under Section 8(b)(i) of this Agreement, if applicable, will cease in the event Executive breaches his non- competition agreement herein and, in the event of any such breach, Executive shall repay in cash immediately to TCP any amount previously paid to Executive under Section 8(b)(i) of this Agreement.

Certain Other Benefits. (a) Upon termination of this Agreement regardless of any reason, including Cause, Executive will receive, to the extent permitted by applicable law, any (i) Base Salary earned, but unpaid, (ii) payment for earned but unused vacation time, (iii) Incentive Bonus earned, but unpaid, from a prior calendar year, and (iv) business expenses incurred in accordance with TCP’s reasonable requirements with respect to the reporting and documentation of such expenses, but not yet reimbursed (in the case of each of Section 8(a)(i) through (iv), only up to the date of termination) (the “Accrued Benefits”) and, except as set forth below or in any applicable benefit or option plan or as otherwise required by law (but subject to applicable law), TCP shall have no further payment obligations hereunder. Subject to applicable law, Executive shall also be entitled to receive the additional benefits described in Sections 8(b) through (c) below. (b) If (x) the Term of Employment expires and this Agreement is not renewed by the Company (other than because the Executive gave notice of his election not to renew the Term of Employment), or (y) this Agreement and Executive’s employment hereunder is terminated by TCP before the expiration of the Term of Employment without Cause pursuant to Section 7(d), or by Executive for Good Reason as defined in Section 7(e) (any such event in (x) or (y), a “Termination Event”), Executive shall receive, conditioned on the Executive’s execution, delivery and non-revocation (and the expiration of any period of revocation) of a release substantially in the form attached hereto as Exhibit A (or such other form as reasonably required by TCP) (the “Release Agreement”) within thirty (30) days of the date of the Termination Event: (i) twelve (12) months of Executive’s Base Salary as compensation for Executive’s non-competition with TCP International during the Covenant Period (which non-competition is reasonably required to protect the interests of TCP International); (ii) the earned (based on actual achievement) Incentive Bonus for the year in which Executive’s employment is terminated, pro-rated for Executive’s period of actual service during such year up to the Termination Event; and (iii) to the full extent permitted under the terms of the plan under which such equity awards were granted and applicable law, all restricted share units, stock options or other equity awards held by Executive as of the date of termination shall become vested and/or earned (based on actual achievement) on a pro-rata basis (based on Executive’s period of actual service during the vesting period and/or the period in which the applicable equity award is to be earned up to the Termination Event). In addition, notwithstanding anything to the contrary contained herein, Executive may elect that upon (A) TCP providing one (1) year’s prior written notice to Executive of a termination of Executive’s employment without Cause pursuant to Section 7(d), then in lieu of Executive remaining employed with TCP for such one (1) year period, or (B) Executive providing one (1) year’s prior written notice to TCP of a termination of Executive’s employment with Good Reason pursuant to Section 7(e), then in lieu of Executive remaining employed with TCP for such one (1) year period, Executive’s employment with TCP shall immediately be terminated without Cause or for Good Reason, as applicable, and Executive shall receive, in a lump sum payment and in addition to the payments provided for in Section 8(b)(i), one (1) year of Executive’s Base Salary, conditioned on Executive’s execution, delivery and non-revocation (and the expiration of any period of revocation) of the Release Agreement within thirty (30) days of the date of Executive’s termination of employment without Cause or for Good Reason, to be paid on the first regularly scheduled payroll date on or after the 30th day following the date of Executive’s termination of employment without Cause or for Good Reason. For purposes of clarification the provisions of this Section 8(b) shall remain enforceable regardless of whether there is a Change in Control. The Base Salary amount described in Section 8(b)(i) will, if applicable, be paid to Executive through continued payment of Executive’s Base Salary in regular installments in accordance with the payroll practices and procedures of TCP for executive-level and management-level employees as in effect from time to time beginning on the first regularly scheduled payroll date on or after the 30th day following the date of Executive’s termination pursuant to the Termination Event, the pro-rated Incentive Bonus amount described in Section 8(b)(ii) will, if applicable, be paid to Executive on the same date that the Incentive Bonus would have been paid if Executive’s employment had not so terminated, but in any event not later than March 15 of the calendar year following the year in which Executive’s employment is terminated, and any Accrued Benefits shall be paid on the date Executive’s employment is terminated. Notwithstanding anything to the contrary contained herein, if TCP has any stock which is publicly traded on an established securities market or otherwise and the Executive is a “specified employee” of TCP within the meaning of Section 409A of the Code and the Treasury Regulations thereunder, any payments that would otherwise be paid during the six month period following the date of the Termination Event that constitute “deferred compensation” within the meaning of Section 409A of the Code and the Treasury Regulations thereunder, taking into account all applicable exceptions such as the exception for an involuntary separation from service set forth in Treasury Regulations Section 1.409A-1(n), will be deferred and paid on the date which is six months and one day following the date of the Termination Event. The first such deferred payment shall include all payments that otherwise would have been due and payable during the six month period following the date of the Termination Event. (c) In the event of Executive’s death after a Termination Event, all remaining payments shall be paid in a lump sum to Executive’s estate. However, it is expressly understood that TCP’s payment obligations under Section 8(b)(i) of this Agreement, if applicable, will cease in the event Executive breaches his non- non-competition agreement herein and, in the event of any such breach, Executive shall repay in cash immediately to TCP any amount previously paid to Executive under Section 8(b)(i) of this Agreement.

Certain Other Benefits. (a) Upon termination During the term of this Agreement regardless of any reasonAgreement, including Cause, Executive will receive, to the extent permitted by applicable law, any (i) Base Salary earned, but unpaid, (ii) payment for earned but unused vacation time, (iii) Incentive Bonus earned, but unpaid, from a prior calendar year, and (iv) business expenses incurred in accordance with TCP’s reasonable requirements with respect to the reporting and documentation of such expenses, but not yet reimbursed (in the case of each of Section 8(a)(i) through (iv), only up to the date of termination) (the “Accrued Benefits”) and, except as set forth below or in any applicable benefit or option plan or as otherwise required by law (but subject to applicable law), TCP Employee shall have no further payment obligations hereunder. Subject to applicable law, Executive shall also be entitled to receive the following additional benefits described in Sections 8(b) through (c) below.benefits: (b1) If (x) the Term of Employment expires Employee shall be included in such hospital, surgical, medical and this Agreement is not renewed dental benefit plans, group term life insurance plans, and pension, profit-sharing and/or retirement plans as are from time to time maintained by the Company (to the extent maintained) at the same level of contributions or benefits (as the case may be) as other than because the Executive gave notice of his election not to renew the Term of Employment), or (y) this Agreement and Executive’s employment hereunder is terminated by TCP before the expiration employees of the Term of Employment without Cause pursuant Company similar in rank to Section 7(d), or by Executive for Good Reason as defined in Section 7(e) (any such event in (x) or (y), a “Termination Event”), Executive shall receive, conditioned on the Executive’s execution, delivery and non-revocation (and the expiration of any period of revocation) of a release substantially in the form attached hereto as Exhibit A (or such other form as reasonably required by TCP) (the “Release Agreement”) within thirty (30) days of the date of the Termination Event: (i) twelve (12) months of Executive’s Base Salary as compensation for Executive’s non-competition with TCP International during the Covenant Period (which non-competition is reasonably required to protect the interests of TCP International)Employee; (ii2) Employee shall be reimbursed for reasonably and necessarily incurred business expenses in accordance with such policies for approval and/or reimbursement as are from time to time established by the earned (based on actual achievement) Incentive Bonus Company and uniformly applied to employees of the Company similar in rank to Employee; provided, however, that the Company may refuse to reimburse Employee for expenses for which he cannot or does not provide an accounting or documentation which states the amount of expenditure, the date, place, and essential character of the expenditure, the business reason for the year expenditure and/or the nature of the business derived or expected to be derived as a result of the expenditure. The Company shall determine, in its sole discretion, those expenditures which Executive’s employment is terminated, pro-rated for Executive’s period of actual service during such year up to the Termination Event; andconstitute "reasonable business expenses"; (iii3) Employee shall be entitled to the full extent permitted under the terms of the plan under which such equity awards were granted and applicable law, all restricted share units, stock options or other equity awards held by Executive as of the date of termination shall become vested and/or earned two weeks (based on actual achievement10 days) on a pro-rata basis (based on Executive’s period of actual service during the vesting period and/or the period in which the applicable equity award is to be earned up to the Termination Event). In addition, notwithstanding anything to the contrary contained herein, Executive may elect that upon (A) TCP providing one (1) year’s prior written notice to Executive of a termination of Executive’s employment without Cause pursuant to Section 7(d), then in lieu of Executive remaining employed annual vacation with TCP for such one (1) year period, or (B) Executive providing one (1) year’s prior written notice to TCP of a termination of Executive’s employment with Good Reason pursuant to Section 7(e), then in lieu of Executive remaining employed with TCP for such one (1) year period, Executive’s employment with TCP shall immediately be terminated without Cause or for Good Reason, as applicable, and Executive shall receive, in a lump sum payment and in addition to the payments provided for in Section 8(b)(i), pay after one (1) year of Executive’s Base Salarycontinuous employment from his hire date. With the approval of management, conditioned on Executive’s executionand if the Employee chooses, delivery and non-revocation one (and the expiration of any period of revocation1) of the Release Agreement within thirty (30) days of the date of Executive’s termination of employment without Cause or for Good Reason, to be paid on the first regularly scheduled payroll date on or after the 30th day following the date of Executive’s termination of employment without Cause or for Good Reason. For purposes of clarification the provisions week of this Section 8(bvacation may be taken after six (6) shall remain enforceable regardless months of whether there is a Change in Controlcontinuous employment. The Base Salary amount described in Section 8(b)(i) will, if applicable, be paid to Executive through continued payment of Executive’s Base Salary in regular installments in accordance Upon the Employee's fifth anniversary with the payroll practices and procedures of TCP for executive-level and management-level employees as in effect from time to time beginning on the first regularly scheduled payroll date on or after the 30th day following the date of Executive’s termination pursuant to the Termination EventCompany, the pro-rated Incentive Bonus amount described in Section 8(b)(ii) will, if applicable, be paid to Executive on the same date that the Incentive Bonus would have been paid if Executive’s employment had not so terminated, but in any event not later than March 15 of the calendar year following the year in which Executive’s employment is terminated, and any Accrued Benefits he shall be paid on entitled to three weeks (15 days) vacation with pay in the date Executive’s employment is terminatedensuing 12-month period. Notwithstanding anything to the contrary contained herein, if TCP has any stock which is publicly traded on an established securities market or otherwise and the Executive is a “specified employee” of TCP within the meaning of Section 409A of the Code and the Treasury Regulations thereunder, any payments that would otherwise Vacation time shall be paid during the six month period following the date of the Termination Event that constitute “deferred compensation” within the meaning of Section 409A of the Code and the Treasury Regulations thereunder, taking into account all applicable exceptions such as the exception for an involuntary separation from service set forth in Treasury Regulations Section 1.409A-1(n), will be deferred and paid on the date which is six months and one day following the date of the Termination Event. The first such deferred payment shall include all payments that otherwise would have been due and payable during the six month period following the date of the Termination Eventnon- cumulative. (c4) In the event of Executive’s death after a Termination Event, all remaining payments Employee shall be paid entitled to such other benefits as are then customarily furnished to other executive officers and key employees of the Company similar in a lump sum rank to Executive’s estate. HoweverEmployee, it is expressly understood that TCP’s payment obligations under Section 8(b)(i) of this Agreementincluding but not limited to 401K Plans, if applicable, will cease in the event Executive breaches his non- competition agreement herein and, in the event of any such breach, Executive shall repay in cash immediately to TCP any amount previously paid to Executive under Section 8(b)(i) of this Agreementstock bonus plans and incentive stock plans.