Common use of Certain Payments and Benefits Clause in Contracts

Certain Payments and Benefits. (a) Pursuant to Section 5(a) of the Employment Agreement, Crew shall pay the Employee the lump-sum amount of $2,494,500, which represents the sum of (i) $1,400,000 (two times the Employee's current base salary of $700,000), (ii) $546,000 (the Employee's guaranteed 2002 and 2003 Bonus), (iii) $530,000 (transition services and relocation reimbursement), (iv) $13,500 (1 week of accrued vacation), and (v) $5,000 (tax adviser fees). In addition to the foregoing, (x) the Employee shall become fully vested in the Restricted Shares granted to him in accordance with Sections 2(f)(ii) of the Employment Agreement, (y) the Company agrees not to exercise the call rights provided under Section 3(b) of the Stockholders' Agreement, dated September 9, 2002, between the Parent, the Employee and TPG Partners II, L.P., with respect to the Granted Shares and Restricted Shares granted pursuant to Sections 2(f)(i) and (ii) of the Employment Agreement and waives the right of it and its designated assignee to do so, and (z) the Company shall pay the premiums in connection with providing COBRA coverage for the Employee until the earlier of (A) eighteen months from the Date of Termination, or (B) such time as the Employee shall become entitled to coverage under any welfare benefit plan of another employer. The payments and benefits provided in this Section 2(a) shall be referred to herein as the "Termination Payment." (b) In addition to the Termination Payment, Crew shall (i) pay for the Employee's reasonable legal fees incurred in connection with this Agreement in an amount not to exceed $7,500, (ii) provide a lump-sum payment to the Employee for executive outplacement services for the Employee and miscellaneous publications in an amount not to exceed $15,000 (iii) reimburse the Employee's reasonable business expenses upon presentation to Crew by the Employee of statements of such expenses no later than thirty days after the Date of Termination, (iv) permit the Employee to keep for his personal use the laptop computer and fax machine issued to the Employee by Crew, and (v) continue to pay the Employee's current Base Salary and provide benefits as if the Employee remained employed through January 31, 2003. (c) The Termination Payment shall be reduced by any required tax withholding. The Termination Payment shall not be taken into account as compensation and no service credit shall be given after the Date of Termination for purposes of determining the benefits payable to the Employee or the Employee's family under any plan, program, agreement or arrangement of Crew. The Employee acknowledges that, except for the Termination Payment, he is not entitled to any payment in the nature of severance or termination pay from Crew. (d) The Employee shall be entitled to any benefit to which the Employee may be entitled under any tax qualified pension plan of Crew or its affiliates, continuation of health insurance benefits, as provided above, to the extent provided in Section 4980B of the Internal Revenue Code of 1986 and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as "COBRA") and any other similar benefits required to be provided by law.

Certain Payments and Benefits. In consideration for Xxxxxxx'x agreement to be bound by the terms of this Agreement and subject to the terms of this Agreement, Xxxxxxx shall be entitled to receive from the Company the payments and benefits set forth in paragraphs (ai) Pursuant through (iv) of this Section 1(b): (i) Not later than December 31, 2006, the Company shall pay to Section 5(aXxxxxxx an amount in cash equal to the greater of (A) nine million five hundred thousand dollars ($9,500,000), but in any event not in excess of thirteen percent (13.0%) of the Employment Agreement, Crew shall pay Company's revenues for the Employee the lump-sum amount of $2,494,500, which represents the sum of 2006 Payment Period (i) $1,400,000 (two times the Employee's current base salary of $700,000as hereinafter defined), with such revenues adjusted downward by any payments made or reasonable reserves set aside during the 2006 Payment Period in respect of the Xxxxxxx Matter (as hereinafter defined) or (B) two-thirds (2/3) of the cash compensation payable to Xxxxxx X. Xxxxxx ("TAP") by the Company for services during the 2006 Payment Period (as hereinafter defined); (ii) $546,000 (For the Employeeperiod beginning on the Separation Date and continuing until the earlier of December 31, 2007 or the date comparable coverage is made available to Xxxxxxx by a successor employer, the Company shall provide coverage of Xxxxxxx under the Company's guaranteed 2002 health, dental and 2003 Bonus)life insurance plans at the levels and cost generally applicable to senior executive officers of the Company from time to time during such period; provided, however, that any such coverage shall be applied against any continuation coverage required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) The Company shall provide Xxxxxxx, from the period beginning on the Separation Date and ending on April 30, 2007, with (A) exclusive use of the Company's apartment in the Rice Loft Building in Houston, Texas and (B) a parking space on Floor C of the JPMorgan Chase Tower Garage in Houston, Texas; provided, however, that Xxxxxxx'x right to use of the Rice Loft Building apartment shall be subject to a short form of letter agreement that provides for rent of zero dollars ($530,000 (transition services and relocation reimbursement0), ; and (iv) $13,500 Xxxxxxx in his discretion may remain in his current position in regard to, and maintain his current level of involvement with, the ESSF in appropriate coordination with Xxx Xxxxxx and subject to ESSF's organizational and other operating documents (1 week without regard to any provision in such documents that would limit the scope of accrued vacationthis paragraph (iv)). For purposes of Section 1(b)(i), and (v) $5,000 (tax adviser fees). In addition to the foregoing, 2006 Payment Period shall mean the period ending on the earlier of (x) the Employee shall become fully vested in the Restricted Shares granted to him in accordance with Sections 2(f)(ii) of the Employment AgreementDecember 31, 2006 or (y) the consummation of an initial public offering of the Company's common stock (an "IPO") or the consummation of any merger, sale of shares, tender offer, exchange offer or other business combination transaction involving the Company agrees not that results in the holders of the outstanding shares of Company common stock immediately prior to exercise the call rights provided under Section 3(bconsummation thereof constituting less than fifty percent (50%) of the Stockholders' Agreement, dated September 9, 2002, between the Parent, the Employee and TPG Partners II, L.P., with respect to the Granted Shares and Restricted Shares granted pursuant to Sections 2(f)(i) and total number of shares of Company common stock (ii) or capital stock of the Employment Agreement and waives surviving or resulting entity therefrom or the right parent thereof, as applicable) immediately following consummation thereof (a "Change in Control"). Notwithstanding the foregoing provisions of it and its designated assignee to do sothis Section 1(b), and (z) the Company shall pay be under no obligation to provide the premiums in connection with providing COBRA coverage for the Employee until the earlier of (A) eighteen months from the Date of Termination, or (B) such time as the Employee shall become entitled to coverage under any welfare benefit plan of another employer. The payments and benefits provided described in the foregoing provisions of this Section 2(a1(b) or otherwise honor its obligations under this Agreement if Xxxxxxx shall have revoked the Company Release (as hereinafter defined) pursuant to Section 2(a)(iv). Xxxxxxx acknowledges that he previously has been paid all compensation that may be referred due to herein as the "Termination Payment." (b) In addition him for services rendered on or prior to the Termination Payment, Crew shall (i) pay for the Employee's reasonable legal fees incurred in connection with this Agreement in an amount not to exceed $7,500, (ii) provide a lump-sum payment to the Employee for executive outplacement services for the Employee and miscellaneous publications in an amount not to exceed $15,000 (iii) reimburse the Employee's reasonable business expenses upon presentation to Crew by the Employee of statements of such expenses no later than thirty days after the Date of Termination, (iv) permit the Employee to keep for his personal use the laptop computer and fax machine issued to the Employee by Crew, and (v) continue to pay the Employee's current Base Salary and provide benefits as if the Employee remained employed through January 31, 2003Separation Date. (c) The Termination Payment shall be reduced by any required tax withholding. The Termination Payment shall not be taken into account as compensation and no service credit shall be given after the Date of Termination for purposes of determining the benefits payable to the Employee or the Employee's family under any plan, program, agreement or arrangement of Crew. The Employee acknowledges that, except for the Termination Payment, he is not entitled to any payment in the nature of severance or termination pay from Crew. (d) The Employee shall be entitled to any benefit to which the Employee may be entitled under any tax qualified pension plan of Crew or its affiliates, continuation of health insurance benefits, as provided above, to the extent provided in Section 4980B of the Internal Revenue Code of 1986 and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as "COBRA") and any other similar benefits required to be provided by law.