Common use of Compensation on Termination Clause in Contracts

Compensation on Termination. If Employee’s employment is terminated under Sections 5.01, 5.02, 5.03, 5.04 or 5.05 above, the Employer’s obligation to pay Employee’s Base Salary, Auto Allowance and Bonus pursuant to the Annual Incentive Plan shall cease on the date on which the termination of employment occurs and shall be prorated and accrued to the date of termination, except as expressly provided for below with respect to Sections 5.04 and 5.05(b). Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits shall be governed by the provisions of the plans under which they are granted. If Employee’s employment is terminated under Section 5.04 , the Employer shall be obligated to pay to Employee an amount equal to his then current annual Base Salary and any earned Bonus for the 12 month period ending on the date of termination, which amount shall be paid by Employer in substantially equal installments over the period of twelve (12) months after the date on which Employee’s employment is so terminated on the dates Employer would normally pay its employees. However, if the Employee is a “Specified Employee”, as defined in Internal Revenue Code Section 409A and the regulations promulgated there under, on the date of his termination of employment, such amounts otherwise payable within the first six (6) calendar months following the Employee’s termination of employment, shall be delayed, to the extent necessary for the Employee to avoid the adverse tax consequences imposed under Code Section 409A. On the first business day of the seventh calendar month immediately following the Employee’s termination of employment, payment of the aggregate amount of the delayed cash payment shall be paid in a lump sum. The remaining installment payments shall be made on the same dates as the Employer makes regular payroll payments under its customary practice. Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits shall be governed by the provisions of the plans under which they are granted and paid or provided to the date on which Employee’s employment is so terminated. During the time Employer makes such payments, Employee shall provide such assistance and time as may reasonably be required by Employer to effect a smooth transition to the employee(s) assuming Employee’s duties and responsibilities.

Compensation on Termination. If Employee’s employment is terminated under Sections 5.01, 5.02, 5.03, 5.04 5.02 or 5.05 5.03 above, the Employer’s obligation to pay Employee’s Base Salary, Auto Allowance and Bonus pursuant to the Annual Incentive Plan shall cease on the date on which the termination of employment occurs and shall be prorated and accrued to the date of termination, except as expressly provided for below with respect to Sections 5.04 and 5.05(b). Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits shall be governed by the provisions of the plans under which they are granted. If Employee’s employment is terminated under Section 5.04 , (a) the Employer shall be obligated to continue to pay to Employee an amount equal to his then current annual Base Salary accrued up to and any earned Bonus for the 12 month period ending on including the date on which Executive’s employment is so terminated, (b) the Employer shall continue to pay Auto Allowance and Bonus, in accordance with the terms of terminationthe Annual Incentive Plan under which it is them being paid, which amount shall be paid by Employer in substantially equal installments over the period of twelve (12) months after accrued up to and including the date on which Employee’s employment is so terminated on the dates Employer would normally pay its employees. Howeverterminated, if the Employee is a “Specified Employee”, as defined in Internal Revenue Code Section 409A and the regulations promulgated there under, on the date of his termination of employment, such amounts otherwise payable within the first six (6c) calendar months following the Employee’s termination of employment, shall be delayed, to the extent necessary for the Employee to avoid the adverse tax consequences imposed under Code Section 409A. On the first business day of the seventh calendar month immediately following the Employee’s termination of employment, payment of the aggregate amount of the delayed cash payment shall be paid in a lump sum. The remaining installment payments shall be made on the same dates as the Employer makes regular payroll payments under its customary practice. Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits shall be governed by the provisions of the plans under which they are granted and paid or provided to the date on which Employee’s employment is so terminated. During If Employee’s employment is terminated under Section 5.05, subject to its rights as specified in Section 1.02, (a) the time Employer makes shall be obligated to continue to pay to Employee his then current Base Salary accrued up to and including the date on which Executive’s employment is so terminated, (b) the Employer shall continue to pay Auto Allowance and Bonus, in accordance with the terms of the Annual Incentive Plan under which it is them being paid, accrued up to and including the date notice of termination is given under such paymentsSection, Employee and (c) Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits shall provide such assistance be governed by the provisions of the plans under which they are granted and time as may reasonably be required by Employer to effect a smooth transition paid or provided to the employee(s) assuming date on which Employee’s duties and responsibilities.employment is so terminated. ARTICLE SIX

Compensation on Termination. If Employee’s employment is terminated under Sections 5.01, 5.02, 5.03, 5.04 or 5.05 above, In the Employer’s obligation to pay Employee’s Base Salary, Auto Allowance and Bonus event of any termination of this Agreement by Employer pursuant to the Annual Incentive Plan shall cease on the date on which the termination of employment occurs and section 2.02 for any reason other than Employee's willful misconduct, Employee shall be prorated entitled to receive, and accrued to the date of termination, except as expressly provided for below with respect to Sections 5.04 and 5.05(b). Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits shall be governed by the provisions of the plans under which they are granted. If Employee’s employment is terminated under Section 5.04 , the Employer shall be obligated to pay pay, all Base Compensation (as defined in Section 3.01(a) at the annual rate which Employee is receiving on the date Termination notice is given, which would otherwise be paid to Employee hereunder, for a period of four (4) years following the Termination Date together with an amount equal to his then current four (4) times the average annual Base Salary bonus and any earned Bonus incentive compensation received by Employee for the 12 month period beginning March 4, 1996 and ending upon the termination of this Agreement together with an amount equal to four (4) times any payment Employer may have made for the previous year to Employee's 401-K Plan and Pension Plan on behalf of the date Employee (the "Severance Compensation"). For purposes of terminationcalculation hereunder, which amount the bonus and incentive compensation shall be the actual annual bonus and incentive compensation actually paid by to Employee or the annual sum of $50,000 whichever is greater. Employer in substantially equal installments over shall pay to Employee the period Severance Compensation, at the sole discretion of twelve (12) months after the date on which Employee’s employment is so terminated on the dates Employer would normally pay its employees. However, if the Employee is a “Specified Employee”, as defined in Internal Revenue Code Section 409A and the regulations promulgated there under, on the date of his termination of employment, such amounts otherwise payable within the first six (6) calendar months following the Employee’s termination of employment, shall be delayed, to the extent necessary for the Employee to avoid the adverse tax consequences imposed under Code Section 409A. On the first business day of the seventh calendar month immediately following the Employee’s termination of employment, payment of the aggregate amount of the delayed cash payment shall be paid either in a lump sum. The remaining installment payments shall be made sum or in the same manner and on the same dates as Employee would have received the Base Compensation had the termination of this Agreement not occurred. In the event of Employee's death after termination, but before he has received the entire Severance Compensation hereunder, Employer makes regular payroll payments under its customary practice. Employer’s obligations and shall pay to Employee’s rights with respect to Stock Awards, Options and Other Benefits shall be governed by 's estate or designated beneficiary in one lump sum the provisions balance of the plans under Severance Compensation which they are granted would have been due Employee had his death not occurred. From and paid or provided to after the date on which Employee’s employment is so terminated. During the time Employer makes such paymentsTermination Date, Employee shall provide such assistance be entitled to receive medical and time as may reasonably be required insurance benefits previously received by Employer to effect a smooth transition him at the same level and cost to the employee(sEmployee as of the Termination Date for a period of four (4) assuming years after the Termination Date in addition to the Severance Compensation. Employer shall pay the premiums for Employee and his dependents' health coverage for the aforesaid four (4) years from the Termination Date under Employer's health plans which cover the Employer's senior executives or similar plans in the same proportion of Employer contributions to Employee contributions to said premiums as in existence on the Termination Date. Payments may, at the discretion of the Employer, be made by continuing the Employee’s duties 's participation in the Employer's plans as a retiree or by covering the Employee and responsibilitieshis dependents under substitute arrangements.

Compensation on Termination. If Employee’s employment is terminated under Sections 5.01, 5.02, 5.03, 5.04 or 5.05 above, the Employer’s obligation to pay Employee’s Base Salary, Salary and Auto Allowance and Bonus pursuant to the Annual Incentive Plan shall cease on the date on which the termination of employment occurs and shall be prorated and accrued to the date of termination, except as expressly provided for below with respect to Sections 5.04 and 5.05(b). The Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits Benefits, if any, shall be governed by the provisions of the plans under which they are granted (if so granted). If Employee’s employment is terminated under Section 5.04 Sections 5.01 or 5.05 above, the Employer Employer’s obligation to pay the amounts set forth in Section 2.02 above shall cease on the date on which the termination of employment occurs and shall be obligated prorated and accrued to pay to Employee an amount equal to his then current annual Base Salary and any earned Bonus for the 12 month period ending on the date of termination, which amount shall be paid by Employer in substantially equal installments over the period of twelve (12) months after the date on which . If Employee’s employment is terminated under Sections 5.02, 5.03 or 5.04 above, then so terminated on long as Employee provides such assistance and time as may reasonably be required 3196714-5 by the dates Employer would normally to effect a smooth transition to the employee(s) assuming Employee’s duties and responsibilities, the Employer’s obligation to pay its employeesthe amounts set forth in Section 2.02 shall continue until the fifth anniversary of this Agreement, it being understood that in the event of Employee’s death such obligation shall be owed exclusively to Employee’s estate. However, if the If Employee is a “Specified Employee”, as defined in Internal Revenue Code Section 409A and the regulations promulgated there underthereunder, on the date of his termination of employment, such amounts otherwise payable within the first six (6) calendar months following the Employee’s termination of employment, if any, shall be delayed, to the extent necessary for the Employee to avoid the adverse tax consequences imposed under Code Section 409A. On the first business day of the seventh calendar month immediately following the Employee’s termination of employment, payment of the any such aggregate amount of the delayed cash payment shall be paid in a lump sum. The remaining installment payments shall be made on the same dates as the Employer makes regular payroll payments under its customary practice. Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits Benefits, if any, shall be governed by the provisions of the plans under which they are granted and paid or provided to the date on which Employee’s employment is so terminated. During the time Employer makes such payments, Employee shall provide such assistance and time as may reasonably be required by Employer to effect a smooth transition to the employee(s) assuming Employee’s duties and responsibilities.

Compensation on Termination. If EmployeeExecutive’s employment is terminated under Sections 5.01, 5.02, 5.03, 5.04 5.02 or 5.05 5.03 above, the Employer’s obligation to pay EmployeeExecutive’s Base Salary, Auto Allowance and Bonus pursuant to the Annual Incentive Plan shall cease on the date on which the termination of employment occurs and shall be prorated and accrued to the date of termination, except as expressly provided for below with respect to Sections 5.04 and 5.05(b). Employer’s obligations and EmployeeExecutive’s rights with respect to Stock Awards, Options and Other Benefits shall be governed by the provisions of the plans under which they are granted. If EmployeeExecutive’s employment is terminated under Section 5.04 or if the Executive terminates his employment for Good Reason under Section 5.05 (b), the Employer shall be obligated to pay to Employee Executive an amount equal to his then current annual Base Salary and any Auto Allowance and Bonus earned Bonus by Executive for the 12 twelve-month period ending on the date of terminationtermination of employment, which amount shall may be paid by Employer in substantially equal installments over the period of twelve (12) months after the date on which EmployeeExecutive’s employment is so terminated on the dates Employer would normally pay its employees. However, if the Employee is a “Specified Employee”, as defined in Internal Revenue Code Section 409A and the regulations promulgated there under, on the date of his termination of employment, such amounts otherwise payable within the first six (6) calendar months following the Employee’s termination of employment, shall be delayed, to the extent necessary for the Employee to avoid the adverse tax consequences imposed under Code Section 409A. On the first business day of the seventh calendar month immediately following the Employee’s termination of employment, payment of the aggregate amount of the delayed cash payment shall be paid in a lump sum. The remaining installment payments shall be made on the same dates as the Employer makes regular payroll payments under its customary practice. Employer’s obligations and EmployeeExecutive’s rights with respect to Stock Awards, Options and Other Benefits shall be governed by the provisions of the plans under which they are granted and paid or provided to the date on which EmployeeExecutive’s employment is so terminated. During the time Employer makes such payments, Employee Executive shall provide such assistance and time as may reasonably be required by Employer to effect a smooth transition to the employee(s) assuming EmployeeExecutive’s duties and responsibilities. If Executive’s employment is terminated under Section 5.05 (a) (for other than Good Reason), subject to its rights as specified in Section 1.02, (a) the Employer shall be obligated to continue to pay to Executive his then current Base Salary accrued up to and including the date on which Executive’s employment is so terminated, (b) the Employer shall continue to pay Auto Allowance and Bonus, in accordance with the terms of the Annual Incentive Plan under which it is then being paid, accrued up to and including the date on which Executive’s employment is terminated under such Section, and (c) Employer’s obligations and Executive’s rights with respect to Stock Awards, Options and Other Benefits shall be governed by the provisions of the plans under which they are granted and paid or provided to the date on which Executive’s employment is so terminated.

Compensation on Termination. If Employee’s employment is terminated under Sections 5.01, 5.02, 5.03, 5.04 or 5.05 above, the Employer’s obligation to pay Employee’s Base Salary, Salary and Auto Allowance and Bonus pursuant to the Annual Incentive Plan shall cease on the date on which the termination of employment occurs and shall be prorated and accrued to the date of termination, except as expressly provided for below with respect to Sections 5.04 and 5.05(b). The Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits Benefits, if any, shall be governed by the provisions of the plans under which they are granted (if so granted). If Employee’s employment is terminated under Section 5.04 Sections 5.01 or 5.05 above, the Employer Employer’s obligation to pay the amounts set forth in Section 2.02 above shall cease on the date on which the termination of employment occurs and shall be obligated prorated and accrued to pay to Employee an amount equal to his then current annual Base Salary and any earned Bonus for the 12 month period ending on the date of termination, which amount shall be paid by Employer in substantially equal installments over the period of twelve (12) months after the date on which . If Employee’s employment is terminated under Sections 5.02, 5.03 or 5.04 above, then so terminated on long as Employee provides such assistance and time as may reasonably be required 9 3196714-5 by the dates Employer would normally to effect a smooth transition to the employee(s) assuming Employee’s duties and responsibilities, the Employer’s obligation to pay its employeesthe amounts set forth in Section 2.02 shall continue until the fifth anniversary of this Agreement, it being understood that in the event of Employee’s death such obligation shall be owed exclusively to Employee’s estate. However, if the If Employee is a “Specified Employee”, as defined in Internal Revenue Code Section 409A and the regulations promulgated there underthereunder, on the date of his termination of employment, such amounts otherwise payable within the first six (6) calendar months following the Employee’s termination of employment, if any, shall be delayed, to the extent necessary for the Employee to avoid the adverse tax consequences imposed under Code Section 409A. On the first business day of the seventh calendar month immediately following the Employee’s termination of employment, payment of the any such aggregate amount of the delayed cash payment shall be paid in a lump sum. The remaining installment payments shall be made on the same dates as the Employer makes regular payroll payments under its customary practice. Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits Benefits, if any, shall be governed by the provisions of the plans under which they are granted and paid or provided to the date on which Employee’s employment is so terminated. During ARTICLE SIX REMEDIES 6.01 Employee acknowledges that the restrictions contained in this Agreement will not prevent him from obtaining such other gainful employment he may desire to obtain or cause him any undue hardship and are reasonable and necessary in order to protect the legitimate interests and expectations of the Employer and that violation thereof would result in irreparable injury to the Employer. Employee therefor acknowledges and agrees that in the event of a breach or threatened breach by Employee of the provisions of Article Three or Article Four or Section 1.03, the Employer shall be entitled (without the requirement of posting a bond) to an injunction restraining Employee from such breach or threatened breach and Employee shall lose all rights to receive any payments under this Agreement, including without limitation those provided for in Section 2.02. Nothing herein shall be construed as prohibiting or limiting the Employer from pursuing any other remedies available to the Employer for such breach or threatened breach; the rights hereinabove mentioned being in addition to and not in substitution of such other rights and remedies. The period of restriction specified in Article Four shall xxxxx during the time Employer makes of any violation thereof, and the portion of such payments, Employee period remaining at the commencement of the violation shall provide such assistance begin to run until the violation is fully and time as may reasonably be required by Employer to effect a smooth transition to the employee(s) assuming Employee’s duties and responsibilities.finally cured. 6.02

Compensation on Termination. If Employee’s employment is terminated under Sections 5.01, 5.02, 5.03, 5.04 or 5.05 above, In the Employer’s obligation to pay Employee’s Base Salary, Auto Allowance and Bonus event of any termination of this Agreement by Employer pursuant to the Annual Incentive Plan shall cease on the date on which the termination of employment occurs and section 2.02 for any reason other than Employee's willful misconduct, Employee shall be prorated entitled to receive, and accrued to the date of termination, except as expressly provided for below with respect to Sections 5.04 and 5.05(b). Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits shall be governed by the provisions of the plans under which they are granted. If Employee’s employment is terminated under Section 5.04 , the Employer shall be obligated to pay pay, all Base Compensation (as defined in Section 3.01(a) at the annual rate which Employee is receiving on the date Termination notice is given, which would otherwise be paid to Employee hereunder, for a period of three (3) years following the Termination Date together with an amount equal to his then current three (3) times the average annual Base Salary bonus and any earned Bonus incentive compensation received by Employee for the 12 month period beginning August 31, 1992 and ending upon the termination of this Agreement together with an amount equal to three (3) times any payment Employer may have made for the previous year to Employee's 401-K Plan and Pension Plan on behalf of the date Employee (the "Severance Compensation"). For purposes of terminationcalculation hereunder, which amount the bonus and incentive compensation shall be the actual annual bonus and incentive compensation actually paid by to Employee or the annual sum of $50,000 whichever is greater. Employer in substantially equal installments over shall pay to Employee the period Severance Compensation, at the sole discretion of twelve (12) months after the date on which Employee’s employment is so terminated on the dates Employer would normally pay its employees. However, if the Employee is a “Specified Employee”, as defined in Internal Revenue Code Section 409A and the regulations promulgated there under, on the date of his termination of employment, such amounts otherwise payable within the first six (6) calendar months following the Employee’s termination of employment, shall be delayed, to the extent necessary for the Employee to avoid the adverse tax consequences imposed under Code Section 409A. On the first business day of the seventh calendar month immediately following the Employee’s termination of employment, payment of the aggregate amount of the delayed cash payment shall be paid either in a lump sum. The remaining installment payments shall be made sum or in the same manner and on the same dates as Employee would have received the Base Compensation had the termination of this Agreement not occurred. In the event of Employee's death after termination, but before he has received the entire Severance Compensation hereunder, Employer makes regular payroll payments under its customary practice. Employer’s obligations and shall pay to Employee’s rights with respect to Stock Awards, Options and Other Benefits shall be governed by 's estate or designated beneficiary in one lump sum the provisions balance of the plans under Severance Compensation which they are granted would have been due Employee had his death not occurred. From and paid or provided to after the date on which Employee’s employment is so terminated. During the time Employer makes such paymentsTermination Date, Employee shall provide such assistance be entitled to receive medical and time as may reasonably be required insurance benefits previously received by Employer to effect a smooth transition him at the same level and cost to the employee(sEmployee as of the Termination Date for a period of three (3) assuming years after the Termination Date in addition to the Severance Compensation. Employer shall pay the premiums for Employee and his dependents' health coverage for the aforesaid three (3) years from the Termination Date under Employer's health plans which cover the Employer's senior executives or similar plans in the same proportion of Employer contributions to Employee contributions to said premiums as in existence on the Termination Date. Payments may, at the discretion of the Employer, be made by continuing the Employee’s duties 's participation in the Employer's plans as a retiree or by covering the Employee and responsibilitieshis dependents under substitute arrangements.

Compensation on Termination. If Employee’s employment is terminated under Sections 5.01, 5.02, 5.03, 5.04 or 5.05 above, In the Employer’s obligation to pay Employee’s Base Salary, Auto Allowance and Bonus event of any termination of this Agreement by Employer pursuant to the Annual Incentive Plan shall cease on the date on which the termination of employment occurs and section 2.02 for any reason other than Employee's willful misconduct, Employee shall be prorated entitled to receive, and accrued to the date of termination, except as expressly provided for below with respect to Sections 5.04 and 5.05(b). Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits shall be governed by the provisions of the plans under which they are granted. If Employee’s employment is terminated under Section 5.04 , the Employer shall be obligated to pay pay, all Base Compensation (as defined in Section 3.01(a) at the annual rate which Employee is receiving on the date Termination notice is given, which would otherwise be paid to Employee hereunder, for a period of three (3) years following the Termination Date together with an amount equal to his then current three (3) times the average annual Base Salary bonus and any earned Bonus incentive compensation received by Employee for the 12 month period beginning July 1, 1988 and ending upon the termination of this Agreement together with an amount equal to three (3) times any payment Employer may have made for the previous year to Employee's 401-K Plan and Pension Plan on behalf of the date Employee (the "Severance Compensation"). For purposes of terminationcalculation hereunder, which amount the bonus and incentive compensation shall be the actual annual bonus and incentive compensation actually paid by to Employee or the annual sum of $50,000 whichever is greater. Employer in substantially equal installments over shall pay to Employee the period Severance Compensation, at the sole discretion of twelve (12) months after the date on which Employee’s employment is so terminated on the dates Employer would normally pay its employees. However, if the Employee is a “Specified Employee”, as defined in Internal Revenue Code Section 409A and the regulations promulgated there under, on the date of his termination of employment, such amounts otherwise payable within the first six (6) calendar months following the Employee’s termination of employment, shall be delayed, to the extent necessary for the Employee to avoid the adverse tax consequences imposed under Code Section 409A. On the first business day of the seventh calendar month immediately following the Employee’s termination of employment, payment of the aggregate amount of the delayed cash payment shall be paid either in a lump sum. The remaining installment payments shall be made sum or in the same manner and on the same dates as Employee would have received the Base Compensation had the termination of this Agreement not occurred. In the event of Employee's death after termination, but before he has received the entire Severance Compensation hereunder, Employer makes regular payroll payments under its customary practice. Employer’s obligations and shall pay to Employee’s rights with respect to Stock Awards, Options and Other Benefits shall be governed by 's estate or designated beneficiary in one lump sum the provisions balance of the plans under Severance Compensation which they are granted would have been due Employee had his death not occurred. From and paid or provided to after the date on which Employee’s employment is so terminated. During the time Employer makes such paymentsTermination Date, Employee shall provide such assistance be entitled to receive medical and time as may reasonably be required insurance benefits previously received by Employer to effect a smooth transition him at the same level and cost to the employee(sEmployee as of the Termination Date for a period of three (3) assuming years after the Termination Date in addition to the Severance Compensation. Employer shall pay the premiums for Employee and his dependents' health coverage for the aforesaid three (3) years from the Termination Date under Employer's health plans which cover the Employer's senior executives or similar plans in the same proportion of Employer contributions to Employee contributions to said premiums as in existence on the Termination Date. Payments may, at the discretion of the Employer, be made by continuing the Employee’s duties 's participation in the Employer's plans as a retiree or by covering the Employee and responsibilitieshis dependents under substitute arrangements.

Compensation on Termination. If Employee’s employment is terminated under Sections 5.01, 5.02, 5.03, 5.04 5.04, 5.05 or 5.05 5.06 above, the Employer’s obligation to pay Employee’s Base Salary, Auto Allowance and Bonus pursuant to the Annual Incentive Plan shall cease on the date on which the termination of employment occurs and shall be prorated and accrued to the date of termination, except as expressly provided for below with respect to Sections 5.04 and 5.05(b)5.04. Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits shall be governed by the provisions of the plans under which they are granted. If Employee’s employment is terminated under Section 5.04 or 5.06, the Employer shall be obligated to pay to Employee an amount equal to 12 months of his then current annual Base Salary and any earned Bonus for the 12 month period ending on the date of terminationSalary, which amount shall be paid by Employer in substantially equal installments over the period of twelve (12) 12 months after the date on which Employee’s employment is so terminated on the dates Employer would normally pay its employeesemployees In addition, provided that (a) Employee has elected COBRA continuation coverage and (b) Employee pays for Employee’s portion of Employee’s medical and dental premiums, then the Employer shall continue to pay the Employer’s portion of Employee’s medical and dental premiums during such COBRA continuation coverage until the earlier of (i) 12 months after the date on which Employee’s employment is terminated or (ii) the date that Employee becomes eligible to receive medical insurance benefits from a new employer; provided that, if such continued coverage would result in excise tax or other penalties imposed on Employer, Employee shall pay the entire amount of such COBRA continuation coverage and Employer shall pay Employee a dollar amount equal to the amount Employer would otherwise have contributed to such coverage. Notwithstanding the foregoing, the payments and benefits described in this paragraph shall be subject to Employee’s execution and delivery of a customary release of claims against Employer and its affiliates by no later than the 45th day following his termination of employment and his not revoking such release, and none of the cash payments described in the first sentence of this paragraph shall be paid until such release has been delivered and a seven day revocation period has elapsed. Any amounts that would have been paid prior to the execution, delivery and lapse of the revocation period of such release but for the preceding sentence shall be paid on the first payroll period following the 60th day after Employee’s termination of employment. However, if the Employee is a “Specified Employee”, as defined in Internal Revenue Code Section 409A and the regulations promulgated there underthereunder, on the date of his termination of employment, such amounts otherwise payable within the first six (6) calendar months following the Employee’s termination of employment, shall be delayed, to the extent necessary for the Employee to avoid the adverse tax consequences imposed under Code Section 409A. On the first business day of the seventh calendar month immediately following the Employee’s termination of employment, payment of the aggregate amount of the delayed cash payment shall be paid in a lump sum. The remaining installment payments shall be made on the same dates as the Employer makes regular payroll payments under its customary practice. Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits shall be governed by the provisions of the plans under which they are granted and paid or provided to the date on which Employee’s employment is so terminated. During the time Employer makes such payments, Employee shall provide such assistance and time as may reasonably be required by Employer to effect a smooth transition to the employee(s) assuming Employee’s duties and responsibilities.