Employee Retention Payments Sample Clauses

Employee Retention Payments. Purchaser acknowledges that it shall be responsible for the payment after Closing of certain retention payment to employees of Proton pursuant to the retention letter agreements referred to on Schedule 4.2(n).
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Employee Retention Payments. (a) On the six (6) month anniversary of the Employee Cutoff Date, or if such day is not a business day, on the business day immediately preceding such anniversary date (such date is referred to herein as the "Six Month Anniversary Date"), Acquiror may be entitled, subject to the terms and conditions of this Section 8.5, to payment from Platinum based upon the number of Retained Employees who, on the Six Month Anniversary Date, either (i) are employed by Acquiror or any of its direct or indirect subsidiaries (including Pilot), (ii) have died or become permanently disabled in such a manner that a physician has indicated in writing that such Retained Employee will not be able to perform his or her employment duties for a period of at least six consecutive months, or (iii) are no longer employed on the Six Month Anniversary Date because their employment was terminated prior thereto due to termination without Cause (as defined below) or a result of a Constructive Discharge (as defined below) (such Retained Employees collectively referred to herein as the "Remaining Employees"). Such payment, if any, shall be equal to the product of (A) the difference between (x) 80% of the number of Retained Employees (rounded to the nearest whole number), less (y) the number of Remaining Employees, multiplied by (B) 1.25% of the Tax Amount; provided, however, that the amount of such payment shall not exceed 10% of the Tax Amount. Such payment shall be due and payable within 30 days of the final agreement or determination regarding the number of Remaining Employees, as determined in accordance with Section 8.5(c) and 8.5(d). (b) For the purposes of this Agreement, an employee shall be deemed to have been terminated for "Cause" if his or her employment was terminated by Acquiror, Pilot or such other affiliate of Acquiror that employed such employee, with the express approval of the Board of Directors of such employer, as a result of (i) such employee's conviction or "no contest" plea to a felony or other conduct of a criminal nature (other than traffic violations), (ii) conduct by such employee that constituted embezzlement, theft or any other illegal or wrongful conduct substantially detrimental to such employer, or (iii) the willful and continued failure by such employee to perform material duties after written notification specifying the manner in which such employee has not substantially performed and the employee has not cured such failure within 30 days of receiving such n...
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Employee Retention Payments. 51 6.11. Post-Closing ...........................................................................................................52 6.12. Wetland Mitigation Bank Contract ........................................................................52 6.13. Buyer Transaction Expenses ..................................................................................52 6.14. Confidentiality Agreements ...................................................................................52 7. SELLERS’ REPRESENTATIVE. .....................................................................................53 7.1. Appointment ..........................................................................................................53 7.2. Authorization .........................................................................................................53 7.3. Agency ...................................................................................................................54 7.4. Indemnification of Sellers’ Representative ............................................................54 7.5. Reasonable Reliance ..............................................................................................54
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Employee Retention Payments. Pursuant to the terms of the Employment Agreement with Ex Xxxxxx and the Retention Agreements, Buyer agrees, and NS Group agrees to cause Buyer, to pay to Ex Xxxxxx and those employees set forth on Schedule 1.85 an aggregate of $1,815,000 upon the satisfaction of certain terms and conditions set forth in such agreements. Upon payment by Buyer of an aggregate of $312,000 (less applicable taxes and withholdings that may be required by law) to Mxxxxxx Xxxxx (who is holding executed copies of each Retention Agreement in escrow) for distribution to those employees set forth on Schedule 1.85, Seller shall cause Mxxxxxx Xxxxx to deliver to Buyer the Retention Agreements, duly executed by such employees.
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Employee Retention Payments. Schedule 1(b) hereto (the "Employee Retention Schedule"), sets forth (i) the names of certain employees of Securant at the Effective Time (the "Eligible Employees"), and (ii) the amount of cash payable to each such employee (the "Employee Payment"), in accordance with provisions of Securant's form of Retention Bonus Agreement, a copy of which is attached hereto as Attachment A (the "Retention Bonus Agreement").
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Employee Retention Payments. Hired Employees not covered by the management retention payment program detailed in Section 6.2(i) hereof will be eligible for an employee retention payment to facilitate the operation of the Card Program through Conversion. Each Hired Employee (i) who remains an employee of Bank, JNB or Z Del, as the case may be, in good standing through Conversion or (ii) whose employment is terminated prior to Conversion by Bank, JNB or Z Del, as the case may be, for reasons other than cause or voluntary resignation will be eligible for the employee retention payment set forth in this Section 6.2(h). The amount of the retention payment will be calculated as follows: - $3,500 for non-exempt full time personnel - $2,000 for non-exempt part time personnel
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Employee Retention Payments. No employee or independent contractor of the Company, either of the Subsidiaries or any other Person will be entitled to any retention payment or other similar compensation or payment from the Company or either of the Subsidiaries as a result of, or in connection with, the consummation of the Transactions.
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Employee Retention Payments. Except as set forth on Schedule 6.5, following the Closing Date, Buyer shall establish a retention bonus program for each of the Transferred Employees pursuant to which each Transferred Employee shall be eligible to receive up to $10,000 of additional compensation (a “Retention Payment”) for each of the three consecutive twelve month periods starting on the Closing Date (each twelve month period, a “Retention Period”). Except as set forth on Schedule 6.5, the Retention Payment for each Retention Period shall be paid no later than 30 days following the first day of such Retention Period, with the first Retention Payment being paid no later than 30 days following the Closing Date. Each Transferred Employee’s right to receive and retain a Retention Payment shall be subject to such Transferred Employee’s continued employment with Buyer through the applicable Retention Period and to such other terms and conditions as determined by Buyer in its sole discretion. The full amount of all Retention Payments for the first Retention Period following the Closing Date shall be the obligation of Seller. Buyer and Seller shall each be obligated to pay one half of the Retention Payments for the second Retention Period following the Closing Date. The Retention Payments for the final Retention Period shall be the obligation of Buyer. Seller’s obligation to fund Retention Payments for the first Retention Period shall be satisfied out of the Employee Escrow Amount. Any excess Employee Escrow Amount shall be used to satisfy Seller’s obligation to pay Retention Payments in the second Retention Period. Notwithstanding the foregoing, after the satisfaction of the Seller’s obligations to make Retention Payments under this Section 6.5, any remaining portion of the Employee Escrow Amount shall be disbursed to Seller in accordance with the Employment Escrow Agreement. Buyer and Seller agree that they shall promptly issue mutual instructions to the Escrow Agent with respect to the disposition of the Employee Escrow Amount in accordance with this Section 6.5.
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Employee Retention Payments. (a) Subject to Section 12 hereof, the parties agree that certain key non-stockholder employees of Seller, to be designated by Seller pursuant to Section 6.04(d) and this Section 6.05, who become employees of Purchaser after the Closing (the "Non-Shareholder Employees"), will be entitled to receive distributions from Purchaser of an aggregate amount of $5,000,000 (the "Employee Retention Payment"). Seller shall designate prior to the Closing Date the Non-Shareholder Employees entitled to receive $3,000,000 of the Employee Retention Payment and shall designate prior to September 30, 2002 the Non-Shareholder Employees entitled to receive the remaining $2,000,000 of the Employee Retention Payment. The Employee Retention Payment will be payable, at Purchaser's sole option, in cash, shares of Parent Common Stock, options for shares of Parent Common Stock or any combination thereof. Subject to Section 6.04(d), the Managing Director and the other Founder Shareholders shall determine the distribution of the Employee Retention Payment among the Non-Shareholder Employees in a manner which, in the good faith determination of the Managing Director and other Founder Shareholders, will encourage the retention of the such Non-Shareholder Employees by Purchaser. Any Employee Retention Payment distributed in the form of cash will be subject to applicable Tax withholdings. The Employee Retention Payment will be payable as follows: (i) 1/3 of the Employee Retention Payment will be payable to the Non-Shareholder Employees on September 30, 2003; (ii) 1/3 of the Employee Retention Payment will be payable to the Non-Shareholder Employees on September 30, 2004; (iii) all of the remaining Employee Retention Payment will be payable to the Non-Shareholder Employees on September 30, 2005. (b) Notwithstanding the foregoing, any distribution of a portion of the Employee Retention Payment to a Non-Shareholder Employee will be conditioned upon the continued employment of such Non-Shareholder Employee by Purchaser through and on the applicable dates set forth above. Any Employee Retention Payment payable pursuant to this Section 6.04 will be reduced by the amount allocated to a Non-Shareholder Employee if such Non-Shareholder Employee is not an employee of Purchaser as of the applicable date. ARTICLE 7 COVENANTS OF SELLER, PURCHASER AND PARENT Seller, Parent and Purchaser agree that:
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Related to Employee Retention Payments

  • Separation Payments and Benefits Provided that Executive: (x) executes this Agreement and returns a copy of this Agreement that has been executed by Executive to the Company so that it is received by Cameron Turtle, Chief Operating Officer, 221 Crescent Street, Built 17, Suite 102B, Waltham, MA 02453 (email: ) no later than 5:00 pm CT on September 22, 2023; (y) does not revoke this Agreement during the Release Revocation Period (as defined below); and (z) remains in compliance with the other terms and conditions set forth in this Agreement (including under Section 5), Executive shall receive the following separation payments and benefits: (a) the Company shall pay to Executive aggregate severance payments of $623,000 (the “Severance Amount”), which Severance Amount shall be paid through salary continuation in equal installments in accordance with the Company’s standard payroll procedures, with the initial payment to occur on the first payroll date following the 60th day following the Separation Date, with the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment date; (b) if Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period (as defined in the Severance Agreement); (c) the Company shall pay to Executive a lump sum payment of $168,246.58 (the “Retention Bonus”) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”), which Retention Bonus shall be paid following the expiration of the Release Revocation Period but in no event later than December 31, 2023; (d) effective as of the last day of the Consulting Period, all unvested Options scheduled to vest within the 12-month period following the last day of the Consulting Period shall immediately become fully vested and exercisable; (e) all vested Options (after giving effect to Section 2(d) and Section 5(c)) will remain outstanding for six months following the last day of the Consulting Period and may be exercised during such period in accordance with the terms of the Award Agreements; and (f) in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any of the Company’s legacy development-stage assets is consummated prior to June 23, 2024, then, and only then, the Company will pay to Executive a cash bonus equal to: (i) 1.0% of the value of the upfront consideration received by the Company in such transactions, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable to the Company in such transactions, in each case, to be paid within 30 days of the end of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023. Executive acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety of the amounts Executive is eligible to receive as severance pay and benefits from the Company or any other Company Party pursuant to the Severance Agreement and otherwise.

  • Severance Payments 5.1 The Company shall pay the Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination of the Executive's employment following a Change in Control during the term of this Agreement, including the Executive's termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

  • Severance Payments and Benefits (a) If a Change in Control occurs and within a period of twenty-four (24) months thereafter, Executive incurs a Separation from Service on account of (i) an involuntary termination by the Company for reasons other than death, Disability or Cause, or (ii) a voluntary termination elected by the Executive for Good Reason, then subject to (A) Executive signing and not revoking a separation and general release agreement (the “Release”) in a form provided by the Company as may be in use from time to time, and (B) Section 4 below, Executive shall (and the Company (or any successor thereto) shall pay, award and/or provide): (1) receive a lump-sum cash severance payment in an amount equal to the sum of (a) two times (2x) Executive’s Annual Compensation; (b) the product of (x) Executive’s Long-term Incentive Award Value, multiplied by (y) a fraction, the numerator of which is the number of full and partial calendar months between January 1 of the year of Separation from Service and the date of the Executive’s Separation from Service (provided, however, that such numerator shall not exceed six (6)) and the denominator of which is twelve (12); and (c) the product of (x) the greater of (A) Executive’s target annual bonus amount for the year in which the Separation from Service occurs, or (B) the highest annual bonus paid to the Executive out of the three (3) prior bonuses paid to the Executive prior to the Executive’s Separation from Service, multiplied by (y) a fraction, the numerator of which is the number of full and partial calendar months between January 1 of the year of Separation from Service and the date of the Executive’s Separation from Service and the denominator of which is twelve (12); and (2) receive eighteen (18) months of continued coverage under the Company’s group health plans (based on the level of the Executive’s coverage in effect on the date of the Executive’s Separation from Service), at the Company’s expense, subject to the Executive’s timely election of continuation coverage under the COBRA, it being understood that (a) in the event that the Executive becomes eligible to receive substantially similar or improved medical, dental or vision benefits from a subsequent employer (whether or not the Executive accepts such benefits), the Company’s obligations under this Section 3(a)(2) shall immediately cease, (b) the Executive will notify the Company of his eligibility for such benefits from a subsequent employer within thirty (30) days of such eligibility and (c) in the event that the Company’s making payments under this Section 3(a)(2) would violate nondiscrimination rules or result in the imposition of penalties under the PPACA, the parties agree to reform this Section 3(a)(2) in such manner as is necessary to comply with tax laws and the PPACA, as applicable. (3) become fully vested in all Company equity and long-term incentive awards granted to Executive (including, but not limited to, and all stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and all other stock and cash-based long-term incentive awards) to the extent that such vesting is based on service with the Company. With respect to any performance shares and performance unit awards, (a) the final number of units and/or shares payable under such awards shall only be determined in accordance with the terms and conditions of the respective grant agreement governing such award, and accordingly, (b) distribution of such awards can only take place following such share and/or unit amount determination. Notwithstanding the foregoing, the full and immediate vesting of any restricted stock units, performance shares, performance units, shall not change the payment date thereof or otherwise apply to the extent it would result in adverse tax consequences under Section 409A of the Code; and (4) notwithstanding anything to the contrary in the respective award agreement(s), be entitled to exercise any stock options or stock appreciation rights until the expiration of twenty-four (24) months following Executive’s Separation from Service (or until such later date as may be applicable under the terms of the award agreement governing the stock option or stock appreciation right upon termination of employment), subject to the maximum full term of the stock option or stock appreciation right; provided, however, that, if any stock option or stock appreciation right is terminated or cashed-out in connection with a Change in Control, the Executive shall receive a lump-sum cash payment equal to the time value (i.e., under the Black Scholes option pricing model) of such stock options or stock appreciation rights inclusive of the economic value for the period of twenty-four (24) months following Executive’s Separation from Service (or until such later date as may be applicable under the terms of the award agreement governing the stock option or stock appreciation right upon termination of employment), subject to the maximum full term of the stock option or stock appreciation right. (b) If Executive is not a Specified Employee, all payments made to Executive under Section 3(a) immediately above shall be made on the sixtieth (60th) calendar day following Executive’s Separation from Service, provided that Executive’s Release must be effective and not revocable on the date payment is to be made in order to receive such payments. If Executive is a Specified Employee, to the extent required to comply with Section 409A of the Code, payments made under Section 3(a) immediately above shall be made within ten (10) calendar days following the date following the first (1st) day of the seventh (7th) month after the date of Executive’s Separation from Service, provided that no such payment shall be made to Executive if the Release has not become effective as of the six (6)-month anniversary of the date of Executive’s Separation from Service.

  • Retention Payment Subject to your compliance with Sections 6 and 7 of this letter agreement, if you remain an active full-time employee of the Company, Parent or any of their respective subsidiaries through the expiration of the 6-month period beginning on the day following the Closing Date (as defined in the Merger Agreement) (the “Vesting Date”), you will receive a cash payment equal to (i) the aggregate amount described in Section 6.2(a) of the Employment Agreement, determined as if your employment with the Company was terminated by the Company without Cause as of the Closing plus (ii) an amount equal to the portion of the premiums the Company would need to pay to provide you with the benefits under Sections 6.2(b) and (c) for the 12 month period following the Vesting Date, based on the premium costs in effect as of the Closing and assuming for this purpose that your employment terminated on the Vesting Date and that you timely elected to receive all such benefits, plus (iii) the Retention Bonus. The aggregate of these amounts will be paid to you in a lump sum on the third business day following the Release Effective Date (as defined below). You hereby agree that, notwithstanding anything contained in the Employment Agreement or any other agreement between you and the Company providing for severance or separation payments or benefits, you may either receive payment of amounts set forth in Section 2(a) or in Section 4, but in no event shall you be entitled to receive payment of both amounts; furthermore, you shall not be entitled to any severance or separation payments or benefits under the Employment Agreement (including under Sections 5 and 6 thereof) or under any other plan, program, policy, agreement or arrangement maintained by the Company, Parent or any of their respective affiliates, and all of your rights to such payments and benefits under the Employment Agreement and any such other plan, program, policy, agreement or arrangement will immediately terminate, in each case, except as otherwise provided herein. If you continue to be employed by Parent or its subsidiaries following the Vesting Date, you shall be eligible for severance benefits under either the applicable severance policy of Parent or one of its subsidiaries, as determined by Parent; provided, however, that you shall not receive credit for your service with Parent or the Company, or any of their respective subsidiaries, for the periods of employment that precede the Closing Date for any purpose under such policy, including eligibility, vesting or calculation of benefits.

  • Termination Payments and Benefits Regardless of the circumstances of the Executive’s termination, Executive shall be entitled to payment when due of any earned and unpaid base salary, expense reimbursements and vacation days accrued prior to the termination of Executive’s employment, and other unpaid vested amounts or benefits under Company retirement and health benefit plans, and, as applicable, under Equity Agreements in accordance with their terms, and to no other compensation or benefits. (a) If (i) the Company terminates the Executive’s employment without Cause, or (ii) the Executive terminates employment with the Company within twelve (12) months following the occurrence of a Change in Control, provided that within such period, (a) either Executive’s job duties have been materially and permanently diminished or the Executive’s compensation has been materially decreased and (b) Executive provides written notice to the Company within ninety (90) days of the occurrence of an aforementioned event and the Company fails to cure the event within thirty (30) days following the Company’s receipt of the Executive’s written notice, then, in the case of either (i) or (ii) above, the Company will provide the Executive with separation payments of twelve (12) months base salary at Executive’s base salary rate at the time of Executive’s termination or if greater, the Executive’s base rate in effect on the Change of Control Date; to be paid in twenty-six (26) regular bi-weekly pay periods beginning on the first pay period occurring after the sixtieth (60th) day following the Executive’s termination, provided the Executive executes and does not subsequently revoke the Separation and General Release Agreement referenced below within such sixty (60) day period. (b) For a period of twelve (12) months from the Executive’s separation from service, the Company will pay to the Executive an amount, minus all applicable taxes and withholdings, equal to the full monthly cost (including any portion of the cost previously paid by the employee) to provide the same level of group health benefits maintained by Executive as of Executive’s separation from service, provided the Executive executes and does not subsequently revoke the Separation and General Release Agreement referenced below within such sixty (60) day period. (c) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any one of the following events:

  • Separation Payments Following Executive’s separation from service with Company on or after his Vesting Date (as defined in Section 7), Company shall pay to Executive the sum of THIRTY-SEVEN THOUSAND THREE HUNDRED SIXTEEN and 74/100 Dollars ($37,316.74) per month, beginning six months and one week after Executive’s date of separation for a period of ten (10) years, or until Executive’s death, whichever first occurs (the “Separation Payments”). Such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under the applicable tax law. If Executive should die during the ten-year period during which payments are being made under this Paragraph 3, then those payments shall terminate and future payments, if any, shall be made to Executive’s designated beneficiary(ies) or Executive’s estate in accordance with the provisions of Paragraph 4 of this Agreement.

  • Severance Pay Notwithstanding the provisions of Article 62 (Severance Pay) of this Agreement, where the period of continuous employment in respect of which severance benefit is to be paid consists of both full and part-time employment or varying levels of part-time employment, the benefit shall be calculated as follows: the period of continuous employment eligible for severance pay shall be established and the part-time portions shall be consolidated to equivalent full-time. The equivalent full-time period in years shall be multiplied by the full-time weekly pay rate for the appropriate group and level to produce the severance pay benefit.

  • Group Benefits To determine if a leave under the provisions of the Family and Medical Leave Act will be a paid or unpaid leave, contact the District’s Human Resources Department.

  • Severance Pay and Benefits Upon Termination by the Company without Cause or by the Executive for

  • Severance Amount If the Company is required to pay Executive severance by the express terms of Section 7(a) or 7(b), the Company shall pay Executive the following as severance: (1) Executive's Base Salary at the highest rate in effect prior to the Termination Date as salary continuation for a period of eighteen months commencing on the date on which Executive's employment with the Company is terminated (the "TERMINATION DATE") (the "SEVERANCE PERIOD"), payable in equal monthly installments pursuant to the Company's customary payroll practices for executive salaries; provided, however, that, at the option of the Company, the amounts payable under this Section 7(c) may be paid by the Company in one lump sum. (2) Executive, Executive's spouse, and Executive's dependents will continue to be eligible for coverage under the Company's group health plan or any successor plan on the same basis as active executive employees of the Company, their spouses, and their dependents for the duration of the Severance Period. If and when group health coverage under another employer's plan is made available to Executive, Executive's spouse, or Executive's dependents, the Company's obligations under this paragraph will cease with respect to each person to whom such coverage is made available, notwithstanding that such person may not in fact become covered under such other employer's plan. Executive's portion of the premium for such coverage shall be withheld from the salary continuation payments described in paragraph (1) immediately above or, if salary continuation has been paid in a lump sum, Executive shall reimburse the Company for Executive's portion of the premium on a monthly basis. (3) An amount equal to the sum of amounts paid or payable to Executive as bonuses by the Company for the year prior to the year in which the Termination Date occurs. This amount will be payable in one lump sum, to Executive within 30 days after the end of the Severance Period. (4) Executive shall become 100% vested in all of the shares of restricted stock granted to Executive under the Mariner Energy, Inc. Equity Participation Plan to the extent Executive is less than 100% vested in such shares as of the Termination Date. (5) Executive shall become 50% vested in all of the rights and interests granted to Executive under the Company's stock and other equity plans (other than the Mariner Energy, Inc. Equity Participation Plan), including without limitation any stock options, restricted stock, restricted stock units, performance units, and/or performance shares to the extent Executive is less than 50% vested in such award as of the Termination Date. (6) Notwithstanding any other provision hereof, if the Company incurs an obligation to pay severance under this Section 7(c) in connection with the termination of Executive's employment after the consummation of an initial public offering by the Company, then, subject to Section 7(h), Executive shall be entitled to receive the amounts specified in Section 8(a) in lieu of the amounts specified in Sections 7(c)(1) and 7(c)(3). (7) Payments under this Section 7(c) shall be in lieu of any severance benefits otherwise due to Executive under any severance pay plan or program maintained by the Company that covers its employees or executives generally. If Executive receives payment under Section 8(a), payments otherwise payable under Section 7(c)(1) shall terminate.

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