Common use of Enhanced Severance Benefits Clause in Contracts

Enhanced Severance Benefits. (a) If your employment with the Company ends in an Involuntary Termination during the Transition Period, the Company will pay or provide you with the enhanced severance and other benefits (the “Severance Payments and Benefits”) payable to a “GV Participant” under Part 3 of Appendix A to the Executive Severance Plan of The XxXxxx-Xxxx Companies, Inc. (“Severance Plan”) as in effect on the date of this Retention Agreement, as if such Severance Plan had been duly adopted by the Company for your benefit and the enhanced severance provisions in Appendix A thereof had remained in effect through the date of your Involuntary Termination. (b) In determining the amount of the Severance Payments and Benefits, all of your service with (i) the Company and its subsidiaries (collectively, the “Company Group”) on and after the Transaction and (ii) The XxXxxx-Xxxx Companies, Inc. (“XxXxxx-Xxxx”) and its subsidiaries prior to the Transaction will be taken into account in determining the amount of the Severance Payments and Benefits. The Company will pay you the Severance Payments and Benefits even if the circumstances resulting in your Involuntary Termination would not have constituted a severance payment event under the terms of the Severance Plan. The Severance Payments and Benefits will be payable to you by the Company at the times and in the manner contemplated by the Severance Plan, subject to the delivery by you to the Company of a release of claims in substantially the form used by XxXxxx-Xxxx in similar circumstances, and compliance with the provisions of the Severance Plan related to compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), which shall apply to the payment of the Severance Payments and Benefits. Any benefit continuation contemplated by the Severance Plan shall apply only to comparable benefit plans, if any, of the Company in effect at the time of your Involuntary Termination.