Common use of Effect on Compensation Clause in Contracts

Effect on Compensation. Upon termination of the employment relationship by either Executive or Company, regardless of the reason therefor, all compensation and all benefits to Executive hereunder shall terminate contemporaneously with termination of Executive’s employment, except that: (i) if such termination shall constitute an Involuntary Termination prior to a Change in Control or after the date that is eighteen months after a Change in Control (as such terms are defined in paragraph 5.4), then, subject to the provisions of paragraphs 5.2, 5.3 and 5.6, (1) Company shall provide Executive with Continuation Coverage (as such term is defined in paragraph 5.4) for the Severance Period (as such term is defined in paragraph 5.4), (2) Company shall pay Executive the Monthly Severance Amount (as such term is defined in paragraph 5.4) each month during the Severance Period, (3) Company may, in the sole discretion of the Board of Directors or the Human Resources Committee of the Board of Directors of Holdings, pay Executive a pro rata target bonus as soon as administratively practicable after the decision to pay the pro rata target bonus is made but in no event later than two and one half months after the end of the calendar year in which the decision is made (provided, however, that this clause (3) shall not apply if (A) such Involuntary Termination occurs during a calendar year beginning after December 31, 2009, and (B) Company’s annual performance bonus program with respect to such calendar year is intended to constitute a “performance-based compensation” program for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder), and (4) Company shall provide Executive with Outplacement Services (as such term is defined in paragraph 5.4); and (ii) if such termination shall constitute an Involuntary Termination or a termination by Executive of Executive’s employment with Company for any reason encompassed by paragraphs 4.2(i), (ii), (iii), (iv), (v), or (vi) and such termination occurs within eighteen months after a Change in Control, then, subject to the provisions of paragraphs 5.2, 5.3 and 5.6, (1) Company shall provide Executive with Continuation Coverage (as such term is defined in paragraph 5.4) for the Severance Period (as such term is defined in paragraph 5.4), (2) if such Change in Control constitutes a change in control event (as defined in Treasury regulation section 1.409A-3(i)(5)), then Company shall pay Executive on the effective date of such termination a lump-sum cash payment in an amount equal to the sum of (A) a pro rata bonus payment (notwithstanding any contrary provision in Company’s cash bonus program) equal to the amount of Executive’s annual base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to Executive’s termination of employment, multiplied by the target rate under Company’s cash bonus program at the rate in effect for the year of termination, and further multiplied by a fraction, the numerator of which is the number of days which have elapsed in the calendar year during which the date of termination falls, and the denominator of which is three hundred sixty-five (365) (provided, however, that this clause (2)(A) shall not apply if (x) such termination of employment occurs during a calendar year beginning after December 31, 2009, and (y) Company’s annual performance bonus program with respect to such calendar year is intended to constitute a “performance-based compensation” program for purposes of Section 162(m) of the Code and the regulations thereunder), plus (B) two times the Executive’s base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to Executive’s termination of employment, plus (C) two times the amount of Executive’s annual base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to Executive’s termination of employment, multiplied by the target rate under Company’s cash bonus program in effect for the year of termination, (3) if such Change in Control does not constitute a change in control event (as defined in Treasury regulation section 1.409A-3(i)(5)), then Company shall pay Executive each month during the Severance Period an amount equal to 1/24th of the sum of the amounts described in paragraphs 5.1(ii)(2)(A), (B) and (C), and (4) Company shall provide Executive with Outplacement Services (as such term is defined in paragraph 5.4). Notwithstanding anything contained herein, if Executive’s employment with Company is terminated by reason of an Involuntary Termination and a Change in Control occurs within six months following such Involuntary Termination, then Executive shall, in lieu of the payments and benefits described in paragraph 5.1(i) above, be entitled to the payments and additional benefits described in this paragraph 5.1(ii), with such additional payments and increased benefits to be delivered as if such Involuntary Termination had occurred on the same date as, and immediately following, the Change in Control (except that paragraph 5.1(ii)(3) shall be deemed to apply instead of paragraph 5.1(ii)(2)); and (iii) if such termination is a result of Executive’s retirement under Company’s retirement policy or program generally applicable to similarly situated employees of Company, then Company shall, subject to the provisions of paragraph 5.3, provide Executive with space available Flight Privileges for the remainder of Executive’s lifetime per the terms of any then-existing Company policy or program. No remuneration or wages earned by Executive during or with respect to the Severance Period (whether earned as an employee, independent contractor, sole proprietor, joint venturer, or otherwise) shall reduce Company’s obligation to pay the Monthly Severance Amount each month during the Severance Period. Company may set off any amounts owed by Executive to Company or any of its affiliates that relate to a debt incurred in the ordinary course of the service relationship between Executive and Company against any obligation to pay the Monthly Severance Amount; provided, however, that such set-off shall be limited to a maximum of $5,000 per taxable year and such set-off shall occur at the same time and in the same amount as the debt otherwise would have been due and collected from Executive.

Effect on Compensation. Upon termination of the employment relationship by either Executive Employee or Company, regardless of the reason therefor, all compensation and all benefits to Executive Employee hereunder shall terminate contemporaneously with termination of Executive’s his employment, except that: that (iA) if such termination shall constitute an Involuntary Termination prior to a Change in Control or after the date that is eighteen months after a Change in Control (as such terms are term is defined in paragraph 5.44.4), then, subject to the provisions of paragraphs 5.2, 5.3 4.2 and 5.64.3, (1i) Company shall provide Executive Employee with Flight Privileges (as such term is defined in paragraph 4.4) for the remainder of Employee’s lifetime, (ii) Company shall provide Employee and his eligible dependents with Continuation Coverage (as such term is defined in paragraph 5.44.4) for the Severance Period (as such term is defined in paragraph 5.44.4), (2iii) Company shall pay Executive Employee the Monthly Severance Amount (as such term is defined in paragraph 5.44.4) each month during the Severance Period, (3iv) Company may, in the sole discretion of the Board of Directors or the Human Resources Committee of the Board of Directors of Holdings, pay Executive Employee a pro rata target bonus as soon as administratively practicable after the decision to pay the pro rata target bonus is made but in no event later than two and one half months after the end of the calendar year in which the decision is made (provided, however, that this clause (3) shall not apply if (A) such Involuntary Termination occurs during a calendar year beginning after December 31, 2009made, and (B) Company’s annual performance bonus program with respect to such calendar year is intended to constitute a “performance-based compensation” program for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder), and (4v) Company shall provide Executive Employee with Outplacement Services (as such term is defined in paragraph 5.44.4); and , or (iiB) if such termination is a result of Employee’s retirement under Company’s retirement policy or program generally applicable to similarly situated employees of Company, then Company shall, subject to the provisions of paragraph 4.3, provide Employee with Flight Privileges for the remainder of Employee’s lifetime, or (C) if such termination shall constitute an Involuntary Termination or a termination by Executive Employee of ExecutiveEmployee’s employment with Company for any reason encompassed by paragraphs 4.2(i), (ii), (iii), (iv), (v), or (vi) paragraph 2.4 and such termination occurs within eighteen months after a Change in Control, then, subject to the provisions of paragraphs 5.2, 5.3 4.2 and 5.64.3, (1) Company shall provide Executive Employee with Flight Privileges for the remainder of Employee’s lifetime, (2) Company shall provide Employee and his eligible dependents with Continuation Coverage (as such term is defined in paragraph 5.44.4) for the Severance Period (as such term is defined in paragraph 5.44.4), (23) if such Change in Control constitutes a change in control event (as defined in Treasury regulation section 1.409A-3(i)(5)), then Company shall pay Executive Employee on the effective date of such termination a lump-sum cash payment in an amount equal to the sum of (A) a pro rata bonus payment (notwithstanding any contrary provision in Company’s cash bonus program) equal to the amount of ExecutiveEmployee’s annual base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to ExecutiveEmployee’s termination of employment, multiplied by the target rate under Company’s cash bonus program at the rate in effect for the year of termination, and further multiplied by a fraction, the numerator of which is the number of days which have elapsed in the calendar year during which the date of termination falls, and the denominator of which is three hundred sixty-five (365) (provided, however, that this clause (2)(A) shall not apply if (x) such termination of employment occurs during a calendar year beginning after December 31, 2009, and (y) Company’s annual performance bonus program with respect to such calendar year is intended to constitute a “performance-based compensation” program for purposes of Section 162(m) of the Code and the regulations thereunder), plus (B) two times the ExecutiveEmployee’s base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to ExecutiveEmployee’s termination of employment, plus (C) two times the amount of ExecutiveEmployee’s annual base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to ExecutiveEmployee’s termination of employment, multiplied by the target rate under Company’s cash bonus program in effect for the year of termination, (3) if such Change in Control does not constitute a change in control event (as defined in Treasury regulation section 1.409A-3(i)(5)), then Company shall pay Executive each month during the Severance Period an amount equal to 1/24th of the sum of the amounts described in paragraphs 5.1(ii)(2)(A), (B) and (C), and (4) Company shall provide Executive Employee with Outplacement Services (as such term is defined in paragraph 5.44.4). Notwithstanding anything contained herein, if ExecutiveEmployee’s employment with Company is terminated by reason of an Involuntary Termination and a Change in Control occurs within six months following such Involuntary Termination, then Executive Employee shall, in lieu of the payments and benefits described in paragraph 5.1(i4.1(A) above, be entitled to the payments and additional benefits described in this paragraph 5.1(ii), 4.1(C) with such additional payments and increased benefits to be delivered as if such Involuntary Termination had occurred on the same date as, and immediately following, the Change in Control (except that paragraph 5.1(ii)(3) shall be deemed to apply instead of paragraph 5.1(ii)(2)); and (iii) if such termination is a result of Executive’s retirement under Company’s retirement policy or program generally applicable to similarly situated employees of Company, then Company shall, subject to the provisions of paragraph 5.3, provide Executive with space available Flight Privileges for the remainder of Executive’s lifetime per the terms of any then-existing Company policy or programControl. No remuneration or wages earned by Executive Employee during or with respect to the Severance Period (whether earned as an employee, independent contractor, sole proprietor, joint venturer, or otherwise) shall reduce Company’s obligation to pay the Monthly Severance Amount each month during the Severance Period. Company may set off any amounts owed by Executive Employee to Company or any of its affiliates that relate to a debt incurred in the ordinary course of the service relationship between Executive and Company against any obligation to pay the Monthly Severance Amount; provided, however, that such set-off shall be limited to a maximum of $5,000 per taxable year and such set-off shall occur at the same time and in the same amount as the debt otherwise would have been due and collected from Executive.

Effect on Compensation. Upon termination of the employment relationship by either Executive or Company, regardless of the reason therefor, all compensation and all benefits to Executive hereunder shall terminate contemporaneously with termination of Executive’s employment, except that: (i) if such termination shall constitute an Involuntary Termination prior to a Change in Control or after the date that is eighteen months after a Change in Control (as such terms are defined in paragraph 5.4), then, subject to the provisions of paragraphs 5.2, 5.3 and 5.6, (1) Company shall provide Executive with Continuation Coverage (as such term is defined in paragraph 5.4) for the Severance Period (as such term is defined in paragraph 5.4), (2) Company shall pay Executive the Monthly Severance Amount (as such term is defined in paragraph 5.4) each month during the Severance Period, (3) Company may, in the sole discretion of the Board of Directors or the Human Resources Committee of the Board of Directors of Holdings, pay Executive a pro rata target bonus as soon as administratively practicable after the decision to pay the pro rata target bonus is made but in no event later than two and one half months after the end of the calendar year in which the decision is made (provided, however, that this clause (3) shall not apply if (A) such Involuntary Termination occurs during a calendar year beginning after December 31, 2009, and (B) Company’s annual performance bonus program with respect to such calendar year is intended to constitute a “performance-based compensation” program for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder), and (4) Company shall provide Executive with Outplacement Services (as such term is defined in paragraph 5.4); and (ii) if such termination shall constitute an Involuntary Termination or a termination by Executive of Executive’s employment with Company for any reason encompassed by paragraphs 4.2(i), (ii), (iii), (iv), (v), or (vi) and such termination occurs within eighteen months after a Change in Control, then, subject to the provisions of paragraphs 5.2, 5.3 and 5.6, (1) Company shall provide Executive with Continuation Coverage (as such term is defined in paragraph 5.4) for the Severance Period (as such term is defined in paragraph 5.4), (2) if such Change in Control constitutes a change in control event (as defined in Treasury regulation section 1.409A-3(i)(5)), then Company shall pay Executive on the effective date of such termination a lump-sum cash payment in an amount equal to the sum of (A) a pro rata bonus payment (notwithstanding any contrary provision in Company’s cash bonus program) equal to the amount of Executive’s annual base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to Executive’s termination of employment, multiplied by the target rate under Company’s cash bonus program at the rate in effect for the year of termination, and further multiplied by a fraction, the numerator of which is the number of days which have elapsed in the calendar year during which the date of termination falls, and the denominator of which is three hundred sixty-five (365) (provided, however, that this clause (2)(A) shall not apply if (x) such termination of employment occurs during a calendar year beginning after December 31, 2009, and (y) Company’s annual performance bonus program with respect to such calendar year is intended to constitute a “performance-based compensation” program for purposes of Section 162(m) of the Code and the regulations thereunder), plus (B) two times the Executive’s base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to Executive’s termination of employment, plus (C) two times the amount of Executive’s annual base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to Executive’s termination of employment, multiplied by the target rate under Company’s cash bonus program in effect for the year of termination, (3) if such Change in Control does not constitute a change in control event (as defined in Treasury regulation section 1.409A-3(i)(5)), then Company shall pay Executive each month during the Severance Period an amount equal to 1/24th of the sum of the amounts described in paragraphs 5.1(ii)(2)(A), (B) and (C), and (4) Company shall provide Executive with Outplacement Services (as such term is defined in paragraph 5.4). Notwithstanding anything contained herein, if Executive’s employment with Company is terminated by reason of an Involuntary Termination and a Change in Control occurs within six months following such Involuntary Termination, then Executive shall, in lieu of the payments and benefits described in paragraph 5.1(i) above, be entitled to the payments and additional benefits described in this paragraph 5.1(ii), with such additional payments and increased benefits to be delivered as if such Involuntary Termination had occurred on the same date as, and immediately following, the Change in Control (except that paragraph 5.1(ii)(3) shall be deemed to apply instead of paragraph 5.1(ii)(2)); and (iii) if such termination is a result of Executive’s retirement under Company’s retirement policy or program generally applicable to similarly situated employees of employeesof Company, then Company shall, subject to the provisions of paragraph 5.3, provide Executive with space available Flight Privileges for the remainder of Executive’s lifetime per the terms of any then-existing Company policy or program. No remuneration or wages earned by Executive during or with respect to the Severance Period (whether earned as an employee, independent contractor, sole proprietor, joint venturer, or otherwise) shall reduce Company’s obligation to pay the Monthly Severance Amount each month during the Severance Period. Company may set off any amounts owed by Executive to Company or any of its affiliates that relate to a debt incurred in the ordinary course of the service relationship between Executive and Company against any obligation to pay the Monthly Severance Amount; provided, however, that such set-off shall be limited to a maximum of $5,000 per taxable year and such set-off shall occur at the same time and in the same amount as the debt otherwise would have been due and collected from Executive.

Effect on Compensation. Upon termination of the employment relationship by either Executive Employee or Company, regardless of the reason therefortherefore, all compensation and all benefits to Executive Employee hereunder shall terminate contemporaneously with termination of Executive’s his employment, except that: that (iA) if such termination shall constitute an Involuntary Termination prior to a Change in Control or after the date that is eighteen months after a Change in Control (as such terms are term is defined in paragraph 5.44.4), then, subject to the provisions of paragraphs 5.2, 5.3 4.2 and 5.64.3, (1i) Company shall provide Executive Employee with Flight Privileges (as such term is defined in paragraph 4.4) for the remainder of Employee’s lifetime, (ii) Company shall provide Employee and his eligible dependents with Continuation Coverage (as such term is defined in paragraph 5.44.4) for the Severance Period (as such term is defined in paragraph 5.44.4), (2iii) Company shall pay Executive Employee the Monthly Severance Amount (as such term is defined in paragraph 5.44.4) each month during the Severance Period, (3iv) Company may, in the sole discretion of the Board of Directors or the Human Resources Committee of the Board of Directors of Holdings, pay Executive Employee a pro rata target bonus as soon as administratively practicable after the decision to pay the pro rata target bonus is made but in no event later than two and one half months after the end of the calendar year in which the decision is made (provided, however, that this clause (3) shall not apply if (A) such Involuntary Termination occurs during a calendar year beginning after December 31, 2009made, and (B) Company’s annual performance bonus program with respect to such calendar year is intended to constitute a “performance-based compensation” program for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder), and (4v) Company shall provide Executive Employee with Outplacement Services (as such term is defined in paragraph 5.44.4); and , or (iiB) if such termination is a result of Employee’s retirement under Company’s retirement policy or program generally applicable to similarly situated employees of Company, then Company shall, subject to the provisions of paragraph 4.3, provide Employee with Flight Privileges for the remainder of Employee’s lifetime, or (C) if such termination shall constitute an Involuntary Termination or a termination by Executive Employee of ExecutiveEmployee’s employment with Company for any reason encompassed by paragraphs 4.2(i), (ii), (iii), (iv), (v), or (vi) paragraph 2.4 and such termination occurs within eighteen months after a Change in Control, then, subject to the provisions of paragraphs 5.2, 5.3 4.2 and 5.64.3, (1) Company shall provide Executive Employee with Flight Privileges for the remainder of Employee’s lifetime, (2) Company shall provide Employee and his eligible dependents with Continuation Coverage (as such term is defined in paragraph 5.44.4) for the Severance Period (as such term is defined in paragraph 5.44.4), (23) if such Change in Control constitutes a change in control event (as defined in Treasury regulation section 1.409A-3(i)(5)), then Company shall pay Executive Employee on the effective date of such termination a lump-sum cash payment in an amount equal to the sum of (A) a pro rata bonus payment (notwithstanding any contrary provision in Company’s cash bonus program) equal to the amount of ExecutiveEmployee’s annual base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to ExecutiveEmployee’s termination of employment, multiplied by the target rate under Company’s cash bonus program at the rate in effect for the year of termination, and further multiplied by a fraction, the numerator of which is the number of days which have elapsed in the calendar year during which the date of termination falls, and the denominator of which is three hundred sixty-five (365) (provided, however, that this clause (2)(A) shall not apply if (x) such termination of employment occurs during a calendar year beginning after December 31, 2009, and (y) Company’s annual performance bonus program with respect to such calendar year is intended to constitute a “performance-based compensation” program for purposes of Section 162(m) of the Code and the regulations thereunder), plus (B) two times the ExecutiveEmployee’s base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to ExecutiveEmployee’s termination of employment, plus (C) two times the amount of ExecutiveEmployee’s annual base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to ExecutiveEmployee’s termination of employment, multiplied by the target rate under Company’s cash bonus program in effect for the year of termination, (3) if such Change in Control does not constitute a change in control event (as defined in Treasury regulation section 1.409A-3(i)(5)), then Company shall pay Executive each month during the Severance Period an amount equal to 1/24th of the sum of the amounts described in paragraphs 5.1(ii)(2)(A), (B) and (C), and (4) Company shall provide Executive Employee with Outplacement Services (as such term is defined in paragraph 5.44.4). Notwithstanding anything contained herein, if ExecutiveEmployee’s employment with Company is terminated by reason of an Involuntary Termination and a Change in Control occurs within six months following such Involuntary Termination, then Executive Employee shall, in lieu of the payments and benefits described in paragraph 5.1(i4.1(A) above, be entitled to the payments and additional benefits described in this paragraph 5.1(ii), 4.1(C) with such additional payments and increased benefits to be delivered as if such Involuntary Termination had occurred on the same date as, and immediately following, the Change in Control (except that paragraph 5.1(ii)(3) shall be deemed to apply instead of paragraph 5.1(ii)(2)); and (iii) if such termination is a result of Executive’s retirement under Company’s retirement policy or program generally applicable to similarly situated employees of Company, then Company shall, subject to the provisions of paragraph 5.3, provide Executive with space available Flight Privileges for the remainder of Executive’s lifetime per the terms of any then-existing Company policy or programControl. No remuneration or wages earned by Executive Employee during or with respect to the Severance Period (whether earned as an employee, independent contractor, sole proprietor, joint venturer, or otherwise) shall reduce Company’s obligation to pay the Monthly Severance Amount each month during the Severance Period. Company may set off any amounts owed by Executive Employee to Company or any of its affiliates that relate to a debt incurred in the ordinary course of the service relationship between Executive and Company against any obligation to pay the Monthly Severance Amount; provided, however, that such set-off shall be limited to a maximum of $5,000 per taxable year and such set-off shall occur at the same time and in the same amount as the debt otherwise would have been due and collected from Executive.

Effect on Compensation. Upon termination of the employment relationship by either Executive or Company, regardless of the reason therefor, all compensation and all benefits to Executive hereunder shall terminate contemporaneously with termination of Executive’s his employment, except that: (i) if such termination shall constitute an Involuntary Termination prior to a Change in Control or after the date that is eighteen months after a Change in Control (as such terms are defined in paragraph 5.4), then, subject to the provisions of paragraphs 5.2, 5.3 5.2 and 5.65.3, (1) Company shall provide Executive with Flight Privileges (as such term is defined in paragraph 5.4) for the remainder of Executive’s lifetime, (2) Company shall provide Executive and his eligible dependents with Continuation Coverage (as such term is defined in paragraph 5.4) for the Severance Period (as such term is defined in paragraph 5.4), (23) Company shall pay Executive the Monthly Severance Amount (as such term is defined in paragraph 5.4) each month during the Severance Period, (34) Company may, in the sole discretion of the Board of Directors or the Human Resources Committee of the Board of Directors of Holdings, pay Executive a pro rata target bonus as soon as administratively practicable after the decision to pay the pro rata target bonus is made but in no event later than two and one half months after the end of the calendar year in which the decision is made (provided, however, that this clause (3) shall not apply if (A) such Involuntary Termination occurs during a calendar year beginning after December 31, 2009made, and (B) Company’s annual performance bonus program with respect to such calendar year is intended to constitute a “performance-based compensation” program for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder), and (45) Company shall provide Executive with Outplacement Services (as such term is defined in paragraph 5.4); and (ii) if such termination shall constitute an Involuntary Termination or a termination by Executive of Executive’s employment with Company for any reason encompassed by paragraphs 4.2(i), (ii), (iii), (iv), (v), or (vi) paragraph 4.2 and such termination occurs within eighteen months after a Change in Control, then, subject to the provisions of paragraphs 5.2, 5.3 5.2 and 5.65.3, (1) Company shall provide Executive with Flight Privileges (as such term is defined in paragraph 5.4) for the remainder of Executive’s lifetime, (2) Company shall provide Executive and his eligible dependents with Continuation Coverage (as such term is defined in paragraph 5.4) for the Severance Period (as such term is defined in paragraph 5.4), (23) if such Change in Control constitutes a change in control event (as defined in Treasury regulation section 1.409A-3(i)(5)), then Company shall pay Executive on the effective date of such termination a lump-sum cash payment in an amount equal to the sum of (A) a pro rata bonus payment (notwithstanding any contrary provision in Company’s cash bonus program) equal to the amount of Executive’s annual base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to Executive’s termination of employment, multiplied by the target rate under Company’s cash bonus program at the rate in effect for the year of termination, and further multiplied by a fraction, the numerator of which is the number of days which have elapsed in the calendar year during which the date of termination falls, and the denominator of which is three hundred sixty-five (365) (provided, however, that this clause (2)(A) shall not apply if (x) such termination of employment occurs during a calendar year beginning after December 31, 2009, and (y) Company’s annual performance bonus program with respect to such calendar year is intended to constitute a “performance-based compensation” program for purposes of Section 162(m) of the Code and the regulations thereunder), plus (B) two times the Executive’s base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to Executive’s termination of employment, plus (C) two times the amount of Executive’s annual base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to Executive’s termination of employment, multiplied by the target rate under Company’s cash bonus program in effect for the year of termination, (3) if such Change in Control does not constitute a change in control event (as defined in Treasury regulation section 1.409A-3(i)(5)), then Company shall pay Executive each month during the Severance Period an amount equal to 1/24th of the sum of the amounts described in paragraphs 5.1(ii)(2)(A), (B) and (C), and (4) Company shall provide Executive with Outplacement Services (as such term is defined in paragraph 5.4). Notwithstanding anything contained herein, if Executive’s employment with Company is terminated by reason of an Involuntary Termination and a Change in Control occurs within six months following such Involuntary Termination, then Executive shall, in lieu of the payments and benefits described in paragraph 5.1(i) above, be entitled to the payments and additional benefits described in this paragraph 5.1(ii), with such additional payments and increased benefits to be delivered as if such Involuntary Termination had occurred on the same date as, and immediately following, the Change in Control (except that paragraph 5.1(ii)(3) shall be deemed to apply instead of paragraph 5.1(ii)(2))Control; and (iii) if such termination is a result of Executive’s retirement under Company’s retirement policy or program generally applicable to similarly situated employees of employeesof Company, then Company shall, subject to the provisions of paragraph 5.3, provide Executive with space available Flight Privileges for the remainder of Executive’s lifetime per the terms of any then-existing Company policy or programlifetime. No remuneration or wages earned by Executive during or with respect to the Severance Period (whether earned as an employee, independent contractor, sole proprietor, joint venturer, or otherwise) shall reduce Company’s obligation to pay the Monthly Severance Amount each month during the Severance Period. Company may set off any amounts owed by Executive to Company or any of its affiliates that relate to a debt incurred in the ordinary course of the service relationship between Executive and Company against any obligation to pay the Monthly Severance Amount; provided, however, that such set-off shall be limited to a maximum of $5,000 per taxable year and such set-off shall occur at the same time and in the same amount as the debt otherwise would have been due and collected from Executive.

Effect on Compensation. Upon termination of the employment relationship by either Executive or Company, regardless of the reason therefor, all compensation and all benefits to Executive hereunder shall terminate contemporaneously with termination of Executive’s his employment, except that: (i) if such termination shall constitute an Involuntary Termination prior to a Change in Control or after the date that is eighteen months after a Change in Control (as such terms are defined in paragraph 5.4), then, subject to the provisions of paragraphs 5.2, 5.3 5.2 and 5.65.3, (1) Company shall provide Executive with Flight Privileges (as such term is defined in paragraph 5.4) for the remainder of Executive’s lifetime, (2) Company shall provide Executive and his eligible dependents with Continuation Coverage (as such term is defined in paragraph 5.4) for the Severance Period (as such term is defined in paragraph 5.4), (23) Company shall pay Executive the Monthly Severance Amount (as such term is defined in paragraph 5.4) each month during the Severance Period, (34) Company may, in the sole discretion of the Board of Directors or the Human Resources Committee of the Board of Directors of Holdings, pay Executive a pro rata target bonus as soon as administratively practicable after at the decision same time bonuses are paid to pay the pro rata target bonus is made but in no event later than two and one half months after the end active employees of the calendar year in which the decision is made (provided, however, that this clause (3) shall not apply if (A) such Involuntary Termination occurs during a calendar year beginning after December 31, 2009Company, and (B) Company’s annual performance bonus program with respect to such calendar year is intended to constitute a “performance-based compensation” program for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder), and (45) Company shall provide Executive with Outplacement Services (as such term is defined in paragraph 5.4); and (ii) if such termination shall constitute an Involuntary Termination or a termination by Executive of Executive’s employment with Company for any reason encompassed by paragraphs 4.2(i), (ii), (iii), (iv), (v), or (vi) paragraph 4.2 and such termination occurs within eighteen months after a Change in Control, then, subject to the provisions of paragraphs 5.2, 5.3 5.2 and 5.65.3, (1) Company shall provide Executive with Flight Privileges (as such term is defined in paragraph 5.4) for the remainder of Executive’s lifetime, (2) Company shall provide Executive and his eligible dependents with Continuation Coverage (as such term is defined in paragraph 5.4) for the Severance Period (as such term is defined in paragraph 5.4), (23) if such Change in Control constitutes a change in control event (as defined in Treasury regulation section 1.409A-3(i)(5)), then Company shall pay Executive on or before the effective date of such termination a lump-sum cash payment in an amount equal to the sum of (A) a pro rata bonus payment (notwithstanding any contrary provision in Company’s cash bonus program) equal to the amount of Executive’s annual base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to Executive’s termination of employment, multiplied by the target rate under Company’s cash bonus program at the rate in effect for the year of termination, and further multiplied by a fraction, the numerator of which is the number of days which have elapsed in the calendar year during which the date of termination falls, and the denominator of which is three hundred sixty-five (365) (provided, however, that this clause (2)(A) shall not apply if (x) such termination of employment occurs during a calendar year beginning after December 31, 2009, and (y) Company’s annual performance bonus program with respect to such calendar year is intended to constitute a “performance-based compensation” program for purposes of Section 162(m) of the Code and the regulations thereunder), plus (B) two times the Executive’s base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to Executive’s termination of employment, plus (C) two times the amount of Executive’s annual base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to Executive’s termination of employment, multiplied by the target rate under Company’s cash bonus program in effect for the year of termination, (3) if such Change in Control does not constitute a change in control event (as defined in Treasury regulation section 1.409A-3(i)(5)), then Company shall pay Executive each month during the Severance Period an amount equal to 1/24th of the sum of the amounts described in paragraphs 5.1(ii)(2)(A), (B) and (C), and (4) Company shall provide Executive with Outplacement Services (as such term is defined in paragraph 5.4). Notwithstanding anything contained herein, if a Change in Control occurs and Executive’s employment with Company is terminated by reason of an Involuntary Termination and a prior to the date of the Change in Control occurs within six months following Control, and if such Involuntary Terminationtermination of employment was at the request of a third party who has taken steps reasonably calculated to effect the Change in Control, then Executive shall, in lieu of the payments and benefits described in paragraph 5.1(i) above, be entitled to the payments and additional benefits described in this paragraph 5.1(ii), with such additional payments and increased benefits to be delivered ) as if such Involuntary Termination had occurred on the same date as, and immediately following, within eighteen months following the Change in Control (except that paragraph 5.1(ii)(3) shall be deemed to apply instead of paragraph 5.1(ii)(2))Control; and (iii) if such termination is a result of Executive’s retirement under Company’s retirement policy or program generally applicable to similarly situated employees of Company, then Company shall, subject to the provisions of paragraph 5.3, provide Executive with space available Flight Privileges for the remainder of Executive’s lifetime per the terms of any then-existing Company policy or programlifetime. No remuneration or wages earned by Executive during or with respect to the Severance Period (whether earned as an employee, independent contractor, sole proprietor, joint venturer, or otherwise) shall reduce Company’s obligation to pay the Monthly Severance Amount each month during the Severance Period. Company may set off any amounts owed by Executive to Company or any of its affiliates that relate to a debt incurred in the ordinary course of the service relationship between Executive and Company against any obligation to pay the Monthly Severance Amount; provided, however, that such set-off shall be limited to a maximum of $5,000 per taxable year and such set-off shall occur at the same time and in the same amount as the debt otherwise would have been due and collected from Executive.

Effect on Compensation. Upon termination of the employment relationship by either Executive or Company, regardless of the reason therefor, all compensation and all benefits to Executive hereunder shall terminate contemporaneously with termination of Executive’s employment, except that: (i) if such termination shall constitute an Involuntary Termination prior to a Change in Control or after the date that is eighteen months after a Change in Control (as such terms are defined in paragraph 5.4), then, subject to the provisions of paragraphs 5.2, 5.3 and 5.6, (1) Company shall provide Executive with Continuation Coverage (as such term is defined in paragraph 5.4) for the Severance Period (as such term is defined in paragraph 5.4), (2) Company shall pay Executive the Monthly Severance Amount (as such term is defined in paragraph 5.4) each month during the Severance Period, (3) Company may, in the sole discretion of the Board of Directors or the Human Resources Committee of the Board of Directors of HoldingsCompany, pay Executive a pro rata target bonus as soon as administratively practicable after the decision to pay the pro rata target bonus is made but in no event later than two and one half months after the end of the calendar year in which the decision is made (provided, however, that this clause (3) shall not apply if (A) such Involuntary Termination occurs during a calendar year beginning after December 31, 2009, and (B) Company’s annual performance bonus program with respect to such calendar year is intended to constitute a “performance-based compensation” program for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder), and (4) Company shall provide Executive with Outplacement Services (as such term is defined in paragraph 5.4); and (ii) if such termination shall constitute an Involuntary Termination or a termination by Executive of Executive’s employment with Company for any reason encompassed by paragraphs 4.2(i), (ii), (iii), (iv), (v), or (vi) and such termination occurs within eighteen months after a Change in Control, then, subject to the provisions of paragraphs 5.2, 5.3 and 5.6, (1) Company shall provide Executive with Continuation Coverage (as such term is defined in paragraph 5.4) for the Severance Period (as such term is defined in paragraph 5.4), (2) if such Change in Control constitutes a change in control event (as defined in Treasury regulation section 1.409A-3(i)(5)), then Company shall pay Executive on the effective date of such termination a lump-sum cash payment in an amount equal to the sum of (A) a pro rata bonus payment (notwithstanding any contrary provision in Company’s cash bonus program) equal to the amount of Executive’s annual base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to Executive’s termination of employment, multiplied by the target rate under Company’s cash bonus program at the rate in effect for the year of termination, and further multiplied by a fraction, the numerator of which is the number of days which have elapsed in the calendar year during which the date of termination falls, and the denominator of which is three hundred sixty-five (365) (provided, however, that this clause (2)(A) shall not apply if (x) such termination of employment occurs during a calendar year beginning after December 31, 2009, and (y) Company’s annual performance bonus program with respect to such calendar year is intended to constitute a “performance-based compensation” program for purposes of Section 162(m) of the Code and the regulations thereunder), plus (B) two times the Executive’s base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to Executive’s termination of employment, plus (CB) two times the amount of Executive’s annual base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to Executive’s termination of employment, multiplied by the target rate under Company’s cash bonus program in effect for the year of termination, (3) if such Change in Control does not constitute a change in control event (as defined in Treasury regulation section 1.409A-3(i)(5)), then Company shall pay Executive each month during the Severance Period an amount equal to 1/24th of the sum of the amounts described in paragraphs 5.1(ii)(2)(A), (B) and (CB), and (4) Company shall provide Executive with Outplacement Services (as such term is defined in paragraph 5.4). Notwithstanding anything contained herein, if Executive’s employment with Company is terminated by reason of an Involuntary Termination and a Change in Control occurs within six months following such Involuntary Termination, then Executive shall, in lieu of the payments and benefits described in paragraph 5.1(i) above, be entitled to the payments and additional benefits described in this paragraph 5.1(ii), with such additional payments and increased benefits to be delivered as if such Involuntary Termination had occurred on the same date as, and immediately following, the Change in Control (except that paragraph 5.1(ii)(3) shall be deemed to apply instead of paragraph 5.1(ii)(2)); and. (iii) Notwithstanding anything in this Agreement or any other agreement, contract and/or incentive award between Executive and Company to the contrary, if such Executive’s employment with Company is terminated by reason of an Involuntary Termination or a termination is a result by Executive of Executive’s retirement under Company’s retirement policy employment with Company for any reason encompassed by paragraphs 4.2(i), (ii), (iii), (iv), (v), or program generally applicable to similarly situated employees (vi) following, a Change in Control that occurs within the first 12 months of Companythe Effective Date of this Agreement, then Company shall, subject Executive shall only be entitled to receive (1) the provisions of base salary set forth in paragraph 5.3, provide Executive with space available Flight Privileges 3.1(i) for the remainder of Executive’s lifetime per the two-year term set forth in paragraph 2.1, which will be paid as a lump sum on the 30th day following a Change in Control unless such Change in Control does not constitute a change in control event (as defined in Treasury regulation section 1.409A-3(i)(5)), in which case, Company shall pay Executive during the remainder of the two-year term in the regularly monthly salary amounts that would have been paid if Executive were still employed; and (2) the accelerated vesting of restricted shares awarded as part of the Inducement Grant, strictly in accordance with the terms of any then-existing Company policy or program. No remuneration or wages earned by Executive during or with respect to the Severance Period (whether earned as an employee, independent contractor, sole proprietor, joint venturer, or otherwise) shall reduce Company’s obligation to pay the Monthly Severance Amount each month during the Severance Period. Company may set off any amounts owed by Executive to Company or any of its affiliates that relate to a debt incurred in the ordinary course of the service relationship between Executive and Company against any obligation to pay the Monthly Severance Amount; provided, however, that such set-off shall be limited to a maximum of $5,000 per taxable year and such set-off shall occur at the same time and in the same amount as the debt otherwise would have been due and collected from Executivegrant.

Effect on Compensation. Upon termination of the employment relationship by either Executive or Company, regardless of the reason therefor, all compensation and all benefits to Executive hereunder shall terminate contemporaneously with termination of Executive’s his employment, except that: that (iA) if such termination shall constitute an Involuntary Termination prior to a Change in Control or after the date that is eighteen months after a Change in Control (as such terms are term is defined in paragraph 5.44.4), then, subject to the provisions of paragraphs 5.2, 5.3 4.2 and 5.64.3 and Article V, (1i) Company shall provide Executive with Flight Privileges (as such term is defined in paragraph 4.4) for the remainder of Executive’s lifetime, (ii) Company shall provide Executive and his eligible dependents with Continuation Coverage (as such term is defined in paragraph 5.44.4) for the Severance Period (as such term is defined in paragraph 5.44.4), (2iii) Company shall pay Executive the Monthly Severance Amount (as such term is defined in paragraph 5.44.4) each month during the Severance Period, (3iv) Company may, in the sole discretion of the Board of Directors or the Human Resources Committee of the Board of Directors of Holdings, pay Executive a pro rata target bonus as soon as administratively practicable after the decision to pay the pro rata target bonus is made but in no event later than two and one half months after the end of the calendar year in which the decision is made (provided, however, that this clause (3) shall not apply if (A) such Involuntary Termination occurs during a calendar year beginning after December 31, 2009made, and (B) Company’s annual performance bonus program with respect to such calendar year is intended to constitute a “performance-based compensation” program for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder), and (4v) Company shall provide Executive with Outplacement Services (as such term is defined in paragraph 5.44.4); and , or (iiB) if such termination is a result of Executive’s retirement under Company’s retirement policy or program generally applicable to similarly situated employees of Company, then Company shall, subject to the provisions of paragraph 4.3 and Article V, provide Executive with Flight Privileges for the remainder of Executive’s lifetime, or (C) if such termination shall constitute an Involuntary Termination or a termination by Executive of Executive’s employment with Company for any reason encompassed by paragraphs 4.2(i), (ii), (iii), (iv), (v), or (vi) paragraph 2.4 and such termination occurs within eighteen months after a Change in Control, then, subject to the provisions of paragraphs 5.24.2, 5.3 4.3 and 5.6Article V, (1) Company shall provide Executive with Flight Privileges for the remainder of Executive’s lifetime, (2) Company shall provide Executive and his eligible dependents with Continuation Coverage (as such term is defined in paragraph 5.44.4) for the Severance Period (as such term is defined in paragraph 5.44.4), (23) if such Change in Control constitutes a change in control event (as defined in Treasury regulation section 1.409A-3(i)(5)), then Company shall pay Executive on the effective date of such termination a lump-sum cash payment in an amount equal to the sum of (A) a pro rata bonus payment (notwithstanding any contrary provision in Company’s cash bonus program) equal to the amount of Executive’s annual base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to Executive’s termination of employment, multiplied by the target rate under Company’s cash bonus program at the rate in effect for the year of termination, and further multiplied by a fraction, the numerator of which is the number of days which have elapsed in the calendar year during which the date of termination falls, and the denominator of which is three hundred sixty-five (365) (provided, however, that this clause (2)(A) shall not apply if (x) such termination of employment occurs during a calendar year beginning after December 31, 2009, and (y) Company’s annual performance bonus program with respect to such calendar year is intended to constitute a “performance-based compensation” program for purposes of Section 162(m) of the Code and the regulations thereunder), plus (B) two times the Executive’s base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to Executive’s termination of employment, plus (C) two times the amount of Executive’s annual base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to Executive’s termination of employment, multiplied by the target rate under Company’s cash bonus program in effect for the year of termination, (3) if such Change in Control does not constitute a change in control event (as defined in Treasury regulation section 1.409A-3(i)(5)), then Company shall pay Executive each month during the Severance Period an amount equal to 1/24th of the sum of the amounts described in paragraphs 5.1(ii)(2)(A), (B) and (C), and (4) Company shall provide Executive with Outplacement Services (as such term is defined in paragraph 5.44.4). Notwithstanding anything contained herein, if Executive’s employment with Company is terminated by reason of an Involuntary Termination and a Change in Control occurs within six months following such Involuntary Termination, then Executive shall, in lieu of the payments and benefits described in paragraph 5.1(i4.1(A) above, be entitled to the payments and additional benefits described in this paragraph 5.1(ii), 4.1(C) with such additional payments and increased benefits to be delivered as if such Involuntary Termination had occurred on the same date as, and immediately following, the Change in Control (except that paragraph 5.1(ii)(3) shall be deemed to apply instead of paragraph 5.1(ii)(2)); and (iii) if such termination is a result of Executive’s retirement under Company’s retirement policy or program generally applicable to similarly situated employees of Company, then Company shall, subject to the provisions of paragraph 5.3, provide Executive with space available Flight Privileges for the remainder of Executive’s lifetime per the terms of any then-existing Company policy or programControl. No remuneration or wages earned by Executive during or with respect to the Severance Period (whether earned as an employee, independent contractor, sole proprietor, joint venturer, or otherwise) shall reduce Company’s obligation to pay the Monthly Severance Amount each month during the Severance Period. Company may set off any amounts owed by Executive to Company or any of its affiliates that relate to a debt incurred in the ordinary course of the service relationship between Executive and Company against any obligation to pay the Monthly Severance Amount; provided, however, that such set-off shall be limited to a maximum of $5,000 per taxable year and such set-off shall occur at the same time and in the same amount as the debt otherwise would have been due and collected from Executive.

Effect on Compensation. Upon termination of the employment relationship by either Executive Employee or Company, regardless of the reason therefortherefore, all compensation and all benefits to Executive Employee hereunder shall terminate contemporaneously with termination of Executive’s her employment, except that: that (iA) if such termination shall constitute an Involuntary Termination prior to a Change in Control or after the date that is eighteen months after a Change in Control (as such terms are term is defined in paragraph 5.44.4), then, subject to the provisions of paragraphs 5.2, 5.3 4.2 and 5.64.3, (1i) Company shall provide Executive Employee with Flight Privileges (as such term is defined in paragraph 4.4) for the remainder of Employee’s lifetime, (ii) Company shall provide Employee and her eligible dependents with Continuation Coverage (as such term is defined in paragraph 5.44.4) for the Severance Period (as such term is defined in paragraph 5.44.4), (2iii) Company shall pay Executive Employee the Monthly Severance Amount (as such term is defined in paragraph 5.44.4) each month during the Severance Period, (3iv) Company may, in the sole discretion of the Board of Directors or the Human Resources Committee of the Board of Directors of Holdings, pay Executive Employee a pro rata target bonus as soon as administratively practicable after the decision to pay the pro rata target bonus is made but in no event later than two and one half months after the end of the calendar year in which the decision is made (provided, however, that this clause (3) shall not apply if (A) such Involuntary Termination occurs during a calendar year beginning after December 31, 2009made, and (B) Company’s annual performance bonus program with respect to such calendar year is intended to constitute a “performance-based compensation” program for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder), and (4v) Company shall provide Executive Employee with Outplacement Services (as such term is defined in paragraph 5.44.4); and , or (iiB) if such termination is a result of Employee’s retirement under Company’s retirement policy or program generally applicable to similarly situated employees of Company, then Company shall, subject to the provisions of paragraph 4.3, provide Employee with Flight Privileges for the remainder of Employee’s lifetime, or (C) if such termination shall constitute an Involuntary Termination or a termination by Executive Employee of ExecutiveEmployee’s employment with Company for any reason encompassed by paragraphs 4.2(i), (ii), (iii), (iv), (v), or (vi) paragraph 2.4 and such termination occurs within eighteen months after a Change in Control, then, subject to the provisions of paragraphs 5.2, 5.3 4.2 and 5.64.3, (1) Company shall provide Executive Employee with Flight Privileges for the remainder of Employee’s lifetime, (2) Company shall provide Employee and her eligible dependents with Continuation Coverage (as such term is defined in paragraph 5.44.4) for the Severance Period (as such term is defined in paragraph 5.44.4), (23) if such Change in Control constitutes a change in control event (as defined in Treasury regulation section 1.409A-3(i)(5)), then Company shall pay Executive Employee on the effective date of such termination a lump-sum cash payment in an amount equal to the sum of (A) a pro rata bonus payment (notwithstanding any contrary provision in Company’s cash bonus program) equal to the amount of ExecutiveEmployee’s annual base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to ExecutiveEmployee’s termination of employment, multiplied by the target rate under Company’s cash bonus program at the rate in effect for the year of termination, and further multiplied by a fraction, the numerator of which is the number of days which have elapsed in the calendar year during which the date of termination falls, and the denominator of which is three hundred sixty-five (365) (provided, however, that this clause (2)(A) shall not apply if (x) such termination of employment occurs during a calendar year beginning after December 31, 2009, and (y) Company’s annual performance bonus program with respect to such calendar year is intended to constitute a “performance-based compensation” program for purposes of Section 162(m) of the Code and the regulations thereunder), plus (B) two times the ExecutiveEmployee’s base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to ExecutiveEmployee’s termination of employment, plus (C) two times the amount of ExecutiveEmployee’s annual base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to ExecutiveEmployee’s termination of employment, multiplied by the target rate under Company’s cash bonus program in effect for the year of termination, (3) if such Change in Control does not constitute a change in control event (as defined in Treasury regulation section 1.409A-3(i)(5)), then Company shall pay Executive each month during the Severance Period an amount equal to 1/24th of the sum of the amounts described in paragraphs 5.1(ii)(2)(A), (B) and (C), and (4) Company shall provide Executive Employee with Outplacement Services (as such term is defined in paragraph 5.44.4). Notwithstanding anything contained herein, if ExecutiveEmployee’s employment with Company is terminated by reason of an Involuntary Termination and a Change in Control occurs within six months following such Involuntary Termination, then Executive Employee shall, in lieu of the payments and benefits described in paragraph 5.1(i4.1(A) above, be entitled to the payments and additional benefits described in this paragraph 5.1(ii), 4.1(C) with such additional payments and increased benefits to be delivered as if such Involuntary Termination had occurred on the same date as, and immediately following, the Change in Control (except that paragraph 5.1(ii)(3) shall be deemed to apply instead of paragraph 5.1(ii)(2)); and (iii) if such termination is a result of Executive’s retirement under Company’s retirement policy or program generally applicable to similarly situated employees of Company, then Company shall, subject to the provisions of paragraph 5.3, provide Executive with space available Flight Privileges for the remainder of Executive’s lifetime per the terms of any then-existing Company policy or programControl. No remuneration or wages earned by Executive Employee during or with respect to the Severance Period (whether earned as an employee, independent contractor, sole proprietor, joint venturer, or otherwise) shall reduce Company’s obligation to pay the Monthly Severance Amount each month during the Severance Period. Company may set off any amounts owed by Executive Employee to Company or any of its affiliates that relate to a debt incurred in the ordinary course of the service relationship between Executive and Company against any obligation to pay the Monthly Severance Amount; provided, however, that such set-off shall be limited to a maximum of $5,000 per taxable year and such set-off shall occur at the same time and in the same amount as the debt otherwise would have been due and collected from Executive.