Common use of Compensation and Benefits Upon Termination of Employment Clause in Contracts

Compensation and Benefits Upon Termination of Employment. Upon termination of your employment (such date of termination being referred to as the "Termination Date"), regardless of when such termination occurs, the Company will pay you the compensation and benefits as described in this Section 5. (a) The Company will pay you on or about the Termination Date all salary and vacation pay, if any, that has been earned or accrued through the date of your termination from the Company and has not yet been paid. (b) If your employment terminates at any time after the Effective Date for any reason other than (x) by the Company for embezzlement, fraud or conviction of a felony, or (y) by you voluntarily prior to the sixtieth (60th) day following the Effective Date, the Company will pay you your Base Salary for a period of twelve (12) months following your Termination Date (the "Severance Payment"). Without limiting the foregoing, it is agreed that if you are entitled to receive the Severance Payment based on a termination of your employment within twelve (12) months of the Effective Date, the Company may pay the Severance Payment in equal installments over a period of eighteen (18) months. (c) You may be entitled to continuation of applicable life insurance, accidental death and disability or other benefits provided that you make an appropriate conversion and comply with the requirements of the applicable benefit plans. (d) You will not be entitled to receive any other compensation or benefits provided by, through or on behalf of the Company, under this Agreement other than benefits that are vested as of the date of termination and that are payable in accordance with the terms of any applicable benefit plan. (e) You acknowledge and agree that the compensation and benefits provided above have been negotiated with the Company and shall be deemed to fully satisfy any notice requirements which may be required by any jurisdiction. This Section 5 constitutes your only rights to compensation, benefits, damages, or other remedies arising out of the termination of your employment. (f) The provisions of this Section 5 shall survive termination of this Agreement.

Compensation and Benefits Upon Termination of Employment. Upon termination of your (a) If the Company shall terminate the Executive’s employment (such date of termination being referred other than pursuant to as the "Termination Date"Section 2(b), regardless of when such termination occurs2(c) or 2(d) and Section 2(f), or if the Executive shall terminate his or her employment for Good Reason, then, provided the Executive shall have executed the Company’s standard general release (which release shall not obligate the Executive to release any benefits payable in connection with any supplemental executive retirement plan or other retiree benefit), the Company will shall pay you to the Executive, as severance compensation and benefits as described in this consideration of the Executive’s adherence to the terms of Section 54 hereof and execution of the aforesaid general release, the following: (i) On the Date of Termination, the Company shall become liable to the Executive for an amount equal to one times the Executive’s annual base compensation, targeted base bonus and annual car allowance, which amount shall be payable over the one year following the Date of Termination on the regular payroll dates. (aii) The Company will pay you on For a period of one year following the Date of Termination, the Executive and anyone entitled to claim under or about the Termination Date all salary and vacation pay, if any, that has been earned or accrued through the date Executive shall be entitled to all benefits under the group hospitalization plan, health care plan, dental care plan, life insurance or death benefit plan, or other present or future similar group employee benefit plan or program of your termination the Company for which he was eligible at the Date of Termination, to the same extent as if the Executive had continued to be an employee of the Company during such period. (iii) Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit provided pursuant to or in connection with this Agreement that is considered to be nonqualified deferred compensation subject to Section 409A of the Code shall be provided and paid in a manner, and at such time and in such form, as complies with the applicable requirements of Section 409A of the Code. If and to the extent required by Section 409A of the Code, no payment or benefit shall be made or provided to a “specified employee” (as defined below) prior to the six-month anniversary of the Executive’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code). The amounts provided for in this Agreement that constitute nonqualified deferred compensation shall be paid as soon as the six-month deferral period ends. In the event that benefits are required to be deferred, any such benefit may be provided during such six month deferral period at the Executive’s expense, with the Executive having a right to reimbursement from the Company and has for the amount of any premiums or expenses paid by the Executive once the six month deferral period ends. For this purpose, a specified employee shall mean an individual who is a key employee (as defined in Section 416(i) of the Code without regard to Section 416(i)(5) of the Code) of the Company at any time during the 12-month period ending on each December 31 (the “identification date”). If the Executive is a key employee as of an identification date, the Executive shall be treated as a specified employee for the 12-month period beginning on the April 1 following the identification date. Notwithstanding the foregoing, the Executive shall not yet been paidbe treated as a specified employee unless any stock of the Company or a corporation or business affiliated with it pursuant to Sections 414(b) or (c) of the Code is publicly traded on an established securities market or otherwise. (b) If your employment terminates at any time after The parties hereto agree that the Effective Date for any reason other than (xpayments provided in Section 3(a) by hereof are reasonable compensation in light of the Executive’s services rendered to the Company for embezzlement, fraud or conviction and in consideration of a felony, or (y) by you voluntarily prior the Executive’s adherence to the sixtieth (60th) day following the Effective Date, the Company will pay you your Base Salary for a period terms of twelve (12) months following your Termination Date (the "Severance Payment"). Without limiting the foregoing, it is agreed that if you are entitled to receive the Severance Payment based on a termination of your employment within twelve (12) months of the Effective Date, the Company may pay the Severance Payment in equal installments over a period of eighteen (18) monthsSection 4 hereof. (c) You may The payments provided in Section 3(a) above shall be entitled to continuation in lieu of applicable life insurance, accidental death and disability or other benefits provided that you make an appropriate conversion and comply with the requirements of the applicable benefit plans. (d) You will not be entitled to receive any other severance compensation otherwise payable to Executive under any other agreement between Executive and the Company (other than the Change in Control Severance Compensation and Restrictive Covenant Agreement of even date (the “CIC”)) or benefits provided bythe Company’s established severance compensation policies; provided, through however, that nothing in this Agreement shall affect or on behalf impair Executive’s vested rights under any other employee benefit plan or policy of the Company. In circumstances in which the Executive is entitled to severance benefits under the CIC, the Company’s obligations under this Agreement other than benefits that are vested as of the date of termination and that are payable in accordance with the terms of any applicable benefit plan. (e) You acknowledge and agree that the compensation and benefits provided above have been negotiated with the Company and shall be deemed to fully satisfy any notice requirements which may be required by any jurisdiction. This Section 5 constitutes your only rights to compensation, benefits, damages, or other remedies arising out of the termination of your employmentnull and void. (f) The provisions of this Section 5 shall survive termination of this Agreement.

Compensation and Benefits Upon Termination of Employment. Upon termination 10.1.1. If, during the term of your employment (such date of termination being referred to as the "Termination Date"), regardless of when such termination occursthis Agreement, the Employee's employment with the Company will pay you shall be terminated, the Employee shall be entitled to the following compensation and benefits as described in this Section 5.the following circumstances: (ai) The Company will pay you on or about If the Termination Date all salary and vacation pay, if any, that has been earned or accrued through the date of your termination from Employee's employment with the Company and has not yet been paid. shall be terminated (b) If your employment terminates at any time after the Effective Date for any reason other than (xA) by the Company for embezzlement, fraud Cause or conviction Disability; (B) by reason of a felony, the Employee's death; or (yC) by you voluntarily the Employee pursuant to Section 12.3 hereof, then the Company shall pay to the Employee all Accrued Compensation. (ii) If the Employee's employment with the Company shall be terminated (A) by the Company pursuant to Section 12.2 hereof or (B) by the Employee pursuant to Section 12.4 hereof, then the Employee shall be entitled to the following: (1) the Company shall pay the Employee all Accrued Compensation; (2) the Company shall pay the Employee as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date an amount in cash equal to two (2) times the Base Amount; and (3) for twenty-four (24) months or such longer period as may be provided by the terms of the appropriate program, practice or policy, the Company shall, at its expense, continue on behalf of the Employee and her dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits generally made available to the Company's executive officers at any time during the 90-day period prior to the sixtieth (60th) day following the Effective Date, the Company will pay you your Base Salary for a period of twelve (12) months following your Termination Date or at any time thereafter, provided that (i) the "Severance Payment"). Without limiting Company's obligation hereunder with respect to the foregoingforegoing benefits shall be limited to the extent that the Employee obtains any such benefits pursuant to a subsequent employer's benefit plans, it is agreed that if you are entitled to receive the Severance Payment based on a termination of your employment within twelve (12) months of the Effective Date, in which case the Company may pay reduce the Severance Payment in equal installments over a period coverage of eighteen any benefits it is required to provide the Employee hereunder as long as the aggregate coverages and benefits of the combined benefit plans are no less favorable to the Employee than the coverages and benefits required to be provided hereunder, and (18ii) months. this clause (c3) You shall not be interpreted so as to limit any benefits to which the Employee or her dependents or beneficiaries may be entitled under any of the Company's employee benefit plans, programs or practices following the Employee's termination of employment, including, without limitation, retiree medical and life insurance benefits. 10.1.2. The amounts provided for in subsection 10.1.1(i) shall be payable to continuation Employee in a lump-sum on the Termination Date, and the amounts provided for in subsection 10.1.1(ii) shall be payable to the Employee in substantially equal bi-weekly installments for a twenty-four (24) month period commencing on the Termination Date and otherwise in accordance with the Company's payroll practices in effect from time to time. 10.1.3. The Employee shall not be required to mitigate the amount of applicable life insuranceany payment provided for in this Agreement by seeking other employment or otherwise, accidental death and disability no such payment shall be offset or other reduced by the amount of any compensation or benefits provided that you make an appropriate conversion and comply with to the requirements of the applicable benefit plansEmployee in any subsequent employment, except as provided in subsection 10.1.1(ii)(3). (d) You will not 10.1.4. The severance pay and benefits provided for in this Section 10.1 shall be in lieu of any other severance or termination pay to which the Employee may be entitled under any Company severance or termination plan, program, practice or arrangement. 10.1.5. The Employee's entitlement to receive any other compensation or benefits provided by, through or on behalf upon her termination of employment with the Company, under this Agreement other than benefits that are vested as of the date of termination and that are payable Company shall be determined in accordance with the terms of any Company's employee benefit plans and other applicable benefit planprograms, policies and practices then in effect. (e) You acknowledge and agree that the compensation and benefits provided above have been negotiated with the Company and shall be deemed to fully satisfy any notice requirements which may be required by any jurisdiction. This Section 5 constitutes your only rights to compensation, benefits, damages, or other remedies arising out of the termination of your employment. (f) The provisions of this Section 5 shall survive termination of this Agreement.

Compensation and Benefits Upon Termination of Employment. Upon termination of your employment (such date of termination being referred to as the "Termination Date"), regardless of when such termination occurs, the Company will pay you the compensation and benefits as described in this Section 57. (a) The Company will pay you on or about the Termination Date all salary and vacation pay, if any, that has been earned or accrued through the date of your termination from the Company and has not yet been paid. (b) If your employment terminates at any time after the Effective Date for any reason reasons other than than: (xi) by the Company for embezzlement, fraud or conviction of a felony, or Cause as defined below, (yii) by you voluntarily prior to the sixtieth (60th) day following the Effective Date, for any reason; the Company will continue to pay you your Base Salary for a period the remainder of twelve (12) months following your Termination Date the Term, or Extended Term, as the case may be, less deductions; in addition, all restricted shares of capital stock in the Company initially purchased by you, as described in Exhibit A to the Company's shareholders' agreement dated as of March 1, 2000 (the "Severance PaymentShareholders' Agreement"), shall continue to vest in accordance with the terms of the Shareholders' Agreement. Without limiting In the foregoing, it is agreed that if event the Company later establishes a Severance Plan under which you are eligible for a Severance Benefit, you may be entitled to receive the Severance Payment based on a termination of your employment within twelve (12) months payments under this subsection of the Effective DateAgreement, or the Company may pay payments under the Severance Payment in equal installments over Plan, whichever is greater, but you will not be eligible to receive a period of eighteen (18) monthspayment under both. (c) You may be entitled to continuation of applicable life insurance, accidental death and disability or other benefits provided that you make an appropriate conversion and comply with the requirements of the applicable Benefit Plans. Your rights to continue group health plan coverage will be determined in accordance with applicable federal law as well as the terms of the applicable health and benefit plansplan documents. (d) You will not be entitled to receive any other compensation or benefits provided by, through or on behalf of the Company, under this Agreement other than benefits that are vested as of the date of termination and that are payable in accordance with the terms of any applicable benefit planBenefit Plan. (e) You acknowledge and agree that the compensation and benefits provided above have been negotiated with the Company and shall be deemed to fully satisfy any notice requirements which may be required by any jurisdiction. This Section 5 constitutes your only rights to compensation, benefits, damages, or other remedies arising out of the termination of your employment. (f) The provisions For purposes of this Section 5 7 only, "Cause" shall survive termination of this Agreement.mean that you are terminated for the following reasons:

Compensation and Benefits Upon Termination of Employment. Upon termination 10.1.1. If, during the term of your employment (such date of termination being referred to as the "Termination Date"), regardless of when such termination occursthis Agreement, the Employee's employment with the Company will pay you shall be terminated, the Employee shall be entitled to the following compensation and benefits as described in this Section 5.the following circumstances: (ai) The Company will pay you on or about If the Termination Date all salary and vacation pay, if any, that has been earned or accrued through the date of your termination from Employee's employment with the Company and has not yet been paid. shall be terminated (b) If your employment terminates at any time after the Effective Date for any reason other than (xA) by the Company for embezzlement, fraud Cause or conviction of a felony, Disability or (yB) by you voluntarily reason of the Employee's death, then the Company shall pay to the Employee all Accrued Compensation. (ii) If the Employee's employment with the Company shall be terminated (A) by the Company pursuant to Section 12.2 hereof or (B) by the Employee pursuant to Section 12.4 hereof, then the Employee shall be entitled to the following: (1) the Company shall pay the Employee all Accrued Compensation; (2) the Company shall pay the Employee as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date an amount in cash equal to two (2) times the Base Amount; and (3) for twenty-four (24) months or such longer period as may be provided by the terms of the appropriate program, practice or policy, the Company shall, at its expense, continue on behalf of the Employee and her dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits generally made available to the Company's executive officers at any time during the 90-day period prior to the sixtieth (60th) day following the Effective Date, the Company will pay you your Base Salary for a period of twelve (12) months following your Termination Date or at any time thereafter, provided that (i) the "Severance Payment"). Without limiting Company's obligation hereunder with respect to the foregoingforegoing benefits shall be limited to the extent that the Employee obtains any such benefits pursuant to a subsequent employer's benefit plans, it is agreed that if you are entitled to receive the Severance Payment based on a termination of your employment within twelve (12) months of the Effective Date, in which case the Company may pay reduce the Severance Payment in equal installments over a period coverage of eighteen any benefits it is required to provide the Employee hereunder as long as the aggregate coverages and benefits of the combined benefit plans are no less favorable to the Employee than the coverages and benefits required to be provided hereunder, and (18ii) months. this clause (c3) You shall not be interpreted so as to limit any benefits to which the Employee or her dependents or beneficiaries may be entitled under any of the Company's employee benefit plans, programs or practices following the Employee's termination of employment, including, without limitation, retiree medical and life insurance benefits. 10.1.2. The amounts provided for in subsection 10.1.1(i) shall be payable to continuation Employee in a lump-sum on the Termination Date, and the amounts provided for in subsection 10.1.1(ii) shall be payable to the Employee in substantially equal bi-weekly installments for a twenty-four (24) month period commending on the Termination Date and otherwise in accordance with the Company's payroll practices in effect from time to time. 10.1.3. The Employee shall not be required to mitigate the amount of applicable life insuranceany payment provided for in this Agreement by seeking other employment or otherwise, accidental death and disability no such payment shall be offset or other reduced by the amount of any compensation or benefits provided that you make an appropriate conversion and comply with to the requirements of the applicable benefit plansEmployee in any subsequent employment, except as provided in subsection 10.1.1(ii)(3). (d) You will not 10.1.4. The severance pay and benefits provided for in this Section 10.1 shall be in lieu of any other severance or termination pay to which the Employee may be entitled under any Company severance or termination plan, program, practice or arrangement. 10.1.5. The Employee's entitlement to receive any other compensation or benefits provided by, through or on behalf upon her termination of employment with the Company, under this Agreement other than benefits that are vested as of the date of termination and that are payable Company shall be determined in accordance with the terms of any Company's employee benefit plans and other applicable benefit planprograms, policies and practices then in effect. (e) You acknowledge and agree that the compensation and benefits provided above have been negotiated with the Company and shall be deemed to fully satisfy any notice requirements which may be required by any jurisdiction. This Section 5 constitutes your only rights to compensation, benefits, damages, or other remedies arising out of the termination of your employment. (f) The provisions of this Section 5 shall survive termination of this Agreement.

Compensation and Benefits Upon Termination of Employment. Upon termination of your (a) If the Company shall terminate the Executive’s employment (such date of termination being referred other than pursuant to as the "Termination Date"Section 2(b), regardless of when such termination occurs2(c) or 2(d) and Section 2(f), or if the Executive shall terminate his or her employment for Good Reason, then, provided the Executive shall have executed the Company’s standard general release (which release shall not obligate the Executive to release any benefits payable in connection with any supplemental executive retirement plan or other retiree benefit), the Company will shall pay you to the Executive, as severance compensation and benefits as described in this consideration of the Executive’s adherence to the terms of Section 54 hereof and execution of the aforesaid general release, the following: (i) On the Date of Termination, the Company shall become liable to the Executive for an amount equal to two times the Executive’s annual base compensation, targeted base bonus and annual car allowance, which amount shall be payable over the two years following the Date of Termination on the regular payroll dates. (aii) The Company will pay you on For a period of two years following the Date of Termination, the Executive and anyone entitled to claim under or about the Termination Date all salary and vacation pay, if any, that has been earned or accrued through the date Executive shall be entitled to all benefits under the group hospitalization plan, health care plan, dental care plan, life insurance or death benefit plan, or other present or future similar group employee benefit plan or program of your termination the Company for which he was eligible at the Date of Termination, to the same extent as if the Executive had continued to be an employee of the Company during such period. (iii) Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit provided pursuant to or in connection with this Agreement that is considered to be nonqualified deferred compensation subject to Section 409A of the Code shall be provided and paid in a manner, and at such time and in such form, as complies with the applicable requirements of Section 409A of the Code. If and to the extent required by Section 409A of the Code, no payment or benefit shall be made or provided to a “specified employee” (as defined below) prior to the six-month anniversary of the Executive’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code). The amounts provided for in this Agreement that constitute nonqualified deferred compensation shall be paid as soon as the six-month deferral period ends. In the event that benefits are required to be deferred, any such benefit may be provided during such six month deferral period at the Executive’s expense, with the Executive having a right to reimbursement from the Company and has for the amount of any premiums or expenses paid by the Executive once the six month deferral period ends. For this purpose, a specified employee shall mean an individual who is a key employee (as defined in Section 416(i) of the Code without regard to Section 416(i)(5) of the Code) of the Company at any time during the 12-month period ending on each December 31 (the “identification date”). If the Executive is a key employee as of an identification date, the Executive shall be treated as a specified employee for the 12-month period beginning on the April 1 following the identification date. Notwithstanding the foregoing, the Executive shall not yet been paidbe treated as a specified employee unless any stock of the Company or a corporation or business affiliated with it pursuant to Sections 414(b) or (c) of the Code is publicly traded on an established securities market or otherwise. (b) If your employment terminates at any time after The parties hereto agree that the Effective Date for any reason other than (xpayments provided in Section 3(a) by hereof are reasonable compensation in light of the Executive’s services rendered to the Company for embezzlement, fraud or conviction and in consideration of a felony, or (y) by you voluntarily prior the Executive’s adherence to the sixtieth (60th) day following the Effective Date, the Company will pay you your Base Salary for a period terms of twelve (12) months following your Termination Date (the "Severance Payment"). Without limiting the foregoing, it is agreed that if you are entitled to receive the Severance Payment based on a termination of your employment within twelve (12) months of the Effective Date, the Company may pay the Severance Payment in equal installments over a period of eighteen (18) monthsSection 4 hereof. (c) You may The payments provided in Section 3(a) above shall be entitled to continuation in lieu of applicable life insurance, accidental death and disability or other benefits provided that you make an appropriate conversion and comply with the requirements of the applicable benefit plans. (d) You will not be entitled to receive any other severance compensation otherwise payable to Executive under any other agreement between Executive and the Company (other than the Change in Control Severance Compensation and Restrictive Covenant Agreement of even date (the “CIC”)) or benefits provided bythe Company’s established severance compensation policies; provided, through however, that nothing in this Agreement shall affect or on behalf impair Executive’s vested rights under any other employee benefit plan or policy of the Company. In circumstances in which the Executive is entitled to severance benefits under the CIC, the Company’s obligations under this Agreement other than benefits that are vested as of the date of termination and that are payable in accordance with the terms of any applicable benefit plan. (e) You acknowledge and agree that the compensation and benefits provided above have been negotiated with the Company and shall be deemed to fully satisfy any notice requirements which may be required by any jurisdiction. This Section 5 constitutes your only rights to compensation, benefits, damages, or other remedies arising out of the termination of your employmentnull and void. (f) The provisions of this Section 5 shall survive termination of this Agreement.

Compensation and Benefits Upon Termination of Employment. Upon termination 10.1.1. If, during the term of your employment (such date of termination being referred to as the "Termination Date"), regardless of when such termination occursthis Agreement, the Employee's employment with the Company will pay you shall be terminated, the Employee shall be entitled to the following compensation and benefits as described in this Section 5.the following circumstances: (ai) The Company will pay you on or about If the Termination Date all salary and vacation pay, if any, that has been earned or accrued through the date of your termination from Employee's employment with the Company and has not yet been paid. shall be terminated (b) If your employment terminates at any time after the Effective Date for any reason other than (xA) by the Company for embezzlement, fraud Cause or conviction Disability; (B) by reason of a felony, the Employee's death; or (yC) by you voluntarily the Employee pursuant to Section 12.3 hereof, then the Company shall pay to the Employee all Accrued Compensation. (ii) If the Employee's employment with the Company shall be terminated (A) by the Company pursuant to Section 12.2 hereof or (B) by the Employee pursuant to Section 12.4 hereof, then the Employee shall be entitled to the following: (1) the Company shall pay the Employee all Accrued Compensation; (2) the Company shall pay the Employee as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date an amount in cash equal to two (2) times the Base Amount; and (3) for twenty-four (24) months or such longer period as may be provided by the terms of the appropriate program, practice or policy, the Company shall, at its expense, continue on behalf of the Employee and her dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits generally made available to the Company's executive officers at any time during the 90-day period prior to the sixtieth (60th) day following the Effective Date, the Company will pay you your Base Salary for a period of twelve (12) months following your Termination Date or at any time thereafter, provided that (i) the "Severance Payment"). Without limiting Company's obligation hereunder with respect to the foregoingforegoing benefits shall be limited to the extent that the Employee obtains any such benefits pursuant to a subsequent employer's benefit plans, it is agreed that if you are entitled to receive the Severance Payment based on a termination of your employment within twelve (12) months of the Effective Date, in which case the Company may pay reduce the Severance Payment in equal installments over a period coverage of eighteen any benefits it is required to provide the Employee hereunder as long as the aggregate coverages and benefits of the combined benefit plans are no less favorable to the Employee than the coverages and benefits required to be provided hereunder, and (18ii) months. this clause (c3) You shall not be interpreted so as to limit any benefits to which the Employee or her dependents or beneficiaries may be entitled under any of the Company's employee benefit plans, programs or practices following the Employee's termination of employment, including, without limitation, retiree medical and life insurance benefits. 10.1.2. The amounts provided for in subsection 10.1.1(i) shall be payable to continuation Employee in a lump-sum on the Termination Date, and the amounts provided for in subsection 10.1.1(ii) shall be payable to the Employee in substantially equal bi-weekly installments for a twenty-four (24) month period commending on the Termination Date and otherwise in accordance with the Company's payroll practices in effect from time to time. 10.1.3. The Employee shall not be required to mitigate the amount of applicable life insuranceany payment provided for in this Agreement by seeking other employment or otherwise, accidental death and disability no such payment shall be offset or other reduced by the amount of any compensation or benefits provided that you make an appropriate conversion and comply with to the requirements of the applicable benefit plansEmployee in any subsequent employment, except as provided in subsection 10.1.1(ii)(3). (d) You will not 10.1.4. The severance pay and benefits provided for in this Section 10.1 shall be in lieu of any other severance or termination pay to which the Employee may be entitled under any Company severance or termination plan, program, practice or arrangement. 10.1.5. The Employee's entitlement to receive any other compensation or benefits provided by, through or on behalf upon her termination of employment with the Company, under this Agreement other than benefits that are vested as of the date of termination and that are payable Company shall be determined in accordance with the terms of any Company's employee benefit plans and other applicable benefit planprograms, policies and practices then in effect. (e) You acknowledge and agree that the compensation and benefits provided above have been negotiated with the Company and shall be deemed to fully satisfy any notice requirements which may be required by any jurisdiction. This Section 5 constitutes your only rights to compensation, benefits, damages, or other remedies arising out of the termination of your employment. (f) The provisions of this Section 5 shall survive termination of this Agreement.