Common use of Exclusive Compensation and Benefits Clause in Contracts

Exclusive Compensation and Benefits. The compensation and benefits described in this Paragraph 7, along with the associated terms for payment, constitute all of Employer’s obligations to Executive with respect to the ending of Executive’s employment with Employer and/or its Affiliates, subject to Paragraph 23 and the remainder of this Paragraph 7(i). Accordingly, Executive and Employer expressly acknowledge and agree that, following the Employment Termination Date, Executive shall have no rights to any employment by Employer or its Affiliates (including employment as described in Paragraphs 2, 3, and 4 of this Agreement), and no rights to any further compensation or benefits under Paragraph 5 of this Agreement, provided that Executive shall remain eligible for coverage under Employer’s D&O insurance policy or policies to the extent provided by the terms of such policy or policies. Executive and Employer further acknowledge and agree that nothing in this Agreement is intended to limit or terminate (i) any obligations of Employer or Executive under the other terms of this Agreement, including, but not limited to, with respect to Employer, its obligations under Paragraphs 12 and 20, and, with respect to Executive, his obligations under Paragraphs 6(h), 0, 0, 00, 00, 00, xxx 00, xx (xx) any earned, vested benefits (other than any entitlement to severance or separation pay, if any) that Executive may have under the applicable provisions of any benefit plan of Employer in which Executive is participating at the time of the termination of employment.

Exclusive Compensation and Benefits. The compensation and benefits described in this Paragraph 7, along with the associated terms for payment, constitute all of Employer’s obligations to Executive with respect to the ending of Executive’s employment with Employer and/or its Affiliates, subject to Paragraph 23 24 and the remainder of this Paragraph 7(i7(h). Accordingly, Executive and Employer expressly acknowledge and agree that, following the Employment Termination Date, Executive shall have no rights to any employment by Employer or its Affiliates (including employment as described in Paragraphs 2, 3, 3 and 4 of this Agreement), and no rights to any further compensation or benefits under Paragraph 5 of this Agreement, provided that Executive shall remain eligible for coverage under Employer’s D&O insurance policy or policies to the extent provided by the terms of such policy or policies. Executive and Employer further acknowledge and agree that nothing in this Agreement is intended to limit or terminate (i) any obligations of Employer or Executive under the other terms of this Agreement, including, but not limited to, with respect to Employer, its obligations under Paragraphs 12 and 20, and, with respect to Executive, his obligations under Paragraphs 6(h), 0, 0, 00, 00, 00, xxx 00, xx (xx) any earned, vested benefits (other than any entitlement to severance or separation pay, if any) that Executive may have under the applicable provisions of any benefit plan of Employer in which Executive is participating at the time of the termination of employment.

Exclusive Compensation and Benefits. The compensation and benefits described in this Paragraph Section 7, along with the associated terms for payment, constitute all of Employer’s obligations to Executive with respect to the ending of Executive’s employment with Employer and/or its AffiliatesAffiliates and Employer shall not be obligated to make any payments to Executive under Employer’s Fifth Amended and Restated Key Employee Protection Plan or Third Amended and Restated Severance Pay Plan, subject as such plans may be amended or replaced from time to Paragraph 23 and the remainder time, in connection with any termination of this Paragraph 7(i)Executive’s employment. Accordingly, Executive and Employer expressly acknowledge and agree that, following the Employment Termination Date, Executive shall have no rights to any employment by Employer or its Affiliates (including employment as described in Paragraphs Sections 2, 3, 3 and 4 of this Agreement), and no rights to any further compensation or benefits under Paragraph Section 5 of this Agreement, provided that Executive shall remain eligible for coverage under Employer’s D&O insurance policy or policies Agreement except to the extent such benefits are required to be provided by law or are provided under any of the Benefit Plans or other programs and arrangements to similarly situated former employees in accordance with the terms of such policy Benefit Plans, programs or policiesarrangements. Executive and Employer further acknowledge and agree that nothing in this Agreement is intended to limit or terminate (i) any obligations of Employer or Executive under the other terms of this Agreement, including, but not limited to, with respect to Employer, its obligations under Paragraphs Sections 12 and 20, and, with respect to Executive, his obligations under Paragraphs Sections 6(h), 0, 0, 00, 00, 00, xxx 00, xx (xx) any earned, vested benefits (other than any entitlement to severance or separation pay, if any) that Executive may have under the applicable provisions of any benefit plan Benefit Plan of Employer in which Executive is participating at the time of the termination of employment.

Exclusive Compensation and Benefits. The compensation and benefits described in this Paragraph 7, along with the associated terms for payment, constitute all of Employer’s obligations to Executive with respect to the ending of Executive’s employment with Employer and/or its Affiliates, subject to Paragraph 23 24 and the remainder of this Paragraph 7(i). Accordingly, Executive and Employer expressly acknowledge and agree that, following the Employment Termination Date, Executive shall have no rights to any employment by Employer or its Affiliates (including employment as described in Paragraphs 2, 3, 3 and 4 of this Agreement), and no rights to any further compensation or benefits under Paragraph 5 of this Agreement, provided that Executive shall remain eligible for coverage under Employer’s D&O insurance policy or policies to the extent provided by the terms of such policy or policies. Executive and Employer further acknowledge and agree that nothing in this Agreement is intended to limit or terminate (i) any obligations of Employer or Executive under the other terms of this Agreement, including, but not limited to, with respect to Employer, its obligations under Paragraphs 12 and 20, and, with respect to Executive, his obligations under Paragraphs 6(h), 0, 0, 00, 00, 00, xxx 00, xx (xx) any earned, vested benefits (other than any entitlement to severance or separation pay, if any) that Executive may have under the applicable provisions of any benefit plan of Employer in which Executive is participating at the time of the termination of employment.

Exclusive Compensation and Benefits. The compensation and benefits described in this Paragraph 7, along with the associated terms for payment, constitute all of Employer’s obligations to Executive with respect to the ending of Executive’s employment with the Employer and/or its AffiliatesGroup, subject to Paragraph 23 and the remainder of this Paragraph 7(i7(g). Accordingly, Executive and Employer expressly acknowledge and agree that, following the Employment Termination Date, Executive shall have no rights to any employment by any member of the Employer or its Affiliates Group (including employment as described in Paragraphs 2, 3, 3 and 4 of this Agreement4), and no rights to any further compensation or benefits under Paragraph 5 of this Agreement5, provided that except with respect to any rights Executive shall remain eligible for coverage may have under Employer’s D&O insurance policy any awards then-outstanding under the Stock Incentive Plan or policies to the extent provided by the terms of such policy or vested benefits under any employee benefit plan (other than any severance plans and policies). Executive and Employer further acknowledge and agree that nothing in this Agreement is intended to limit or terminate (i) any obligations of Employer or Executive under the other terms of this Agreement, including, but not limited to, with respect to Employer, its obligations under Paragraphs 7, 12 and 2019, and, with respect to Executive, his obligations under Paragraphs 6(h), 0, 0, 00, 00, 00, xxx 00, xx (xx) any earned, vested benefits (other than any entitlement to severance or separation pay, if any) that Executive may have under the applicable provisions of any retirement or welfare benefit plan of Employer in which Executive is participating at the time of the termination of employment.

Exclusive Compensation and Benefits. The compensation and benefits described in this Paragraph 76, along with the associated terms for payment, constitute all of Employer’s obligations to Executive with respect to the ending of Executive’s employment with Employer and/or its Affiliates, subject to Paragraph 23 and the remainder of this Paragraph 7(i6(h). Accordingly, Executive and Employer expressly acknowledge and agree that, following the Employment Termination Date, Executive shall have no rights to any employment by Employer or its Affiliates (including employment as described in Paragraphs 2, 3, 2 and 4 3 of this Agreement), and no rights to any further compensation or benefits under Paragraph 5 4 of this Agreement, provided that Executive shall remain eligible for coverage under Employer’s D&O insurance policy or policies to the extent provided by the terms of such policy or policies. Executive and Employer further acknowledge and agree that nothing in this Agreement is intended to limit or terminate terminate, at termination of Executive’s employment, (i) any obligations of Employer or Executive under the other terms of this Agreement, including, but not limited to, with respect to Employer, its obligations under Paragraphs 12 11 and 2019, and, with respect to Executive, his obligations under Paragraphs 6(h5(h), 0, 0, 0, 00, 00, 00, xxx 00, xx (xx) any earned, vested benefits (other than any entitlement to severance or separation pay, if any) that Executive may have under the applicable provisions of any benefit plan of Employer in which Executive is participating at the time of the termination of employment.