Common use of Involuntary Termination Other Than During a Change of Control Period Clause in Contracts

Involuntary Termination Other Than During a Change of Control Period. If Executive’s employment by the Company, the Parent or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs prior to a Change of Control or after the expiration of a Change of Control Period, then the Company shall, as additional compensation for services rendered to the Company (including its subsidiaries and the Parent), pay to Executive the following amounts and take the following actions after the last day of Executive’s employment with the Company: (a) Pay Executive the Monthly Severance Amount on the first day of each month throughout the Severance Period; provided, however, that if commencement of such payments would cause any part of the Monthly Severance Amount to be subject to additional taxes and interest under Section 409A of the Code, then the payment of the Monthly Severance Amount shall be deferred to the earliest date upon which such payments can commence without being subject to such additional taxes and interest, and the first payment of the Monthly Severance Amount shall include all amounts that would have been paid prior to the date of such payment but for the deferral required pursuant to this sentence. (b) Cause Executive and those of his dependents (including Executive’s spouse) who were covered under the Company’s or the Parent’s medical and dental benefit plans on the day prior to Executive’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period at no greater cost to Executive than that applicable to a similarly situated Company or Parent employee who has not terminated employment; provided, however, that (i) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive), (ii) if Executive (and/or Executive’s spouse) would have been entitled to retiree medical and/or dental coverage under the Company’s or the Parent’s plans had Executive voluntarily retired on the date of such Involuntary Termination, then such coverages shall be continued as provided under such plans, and (iii) such coverage to Executive (or the receipt of equivalent benefits) shall be provided under one or more insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive (or, if any such reimbursement or payment of benefits is taxable, then the Company shall pay to Executive an amount as shall be required to hold Executive harmless from any additional tax liability (including liability under Section 409A of the Code) resulting from the failure by the Company to so provide insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive).

Involuntary Termination Other Than During a Change of Control Period. If Executive’s employment by the Company, the Parent or any subsidiary thereof or successor thereto hereunder shall be subject to an Involuntary Termination which that occurs prior to a Change of Control or after the expiration of a Change of Control Period, then the Company shall, subject to Section 5.7, pay to Executive, as additional compensation for services rendered to the Company (including CEP and its subsidiaries and the Parentsubsidiaries), pay to Executive the following amounts and take the following actions after the last day of Executive’s employment with the Company: (a) Pay Executive a lump-sum cash payment in an amount equal to the Monthly Severance Amount plus any part of the Inducement Cash Bonus not already paid to Executive, which lump-sum cash payment shall be made on the first day the timing of each month throughout the Severance Period; provided, however, that if commencement of such payments which would not cause any part of the Monthly Severance Amount or such part of the Inducement Cash Bonus to be subject to additional taxes and or interest under Section 409A of the Code, then the payment of the Monthly Severance Amount shall be deferred to the earliest date upon which such payments can commence without being subject to such additional taxes and interest, and the first payment of the Monthly Severance Amount shall include all amounts that would have been paid prior to the date of such payment but for the deferral required pursuant to this sentence. (b) Cause (i) the Restricted Units and related Distribution Credits granted pursuant to the Inducement Award Agreement and (ii) any and all outstanding options and other non-vested service-based awards under the Omnibus Incentive Plan (including the Notional Units and related Distribution Credits granted pursuant to the 2009 LTI Grant Agreement), that are held by Executive, to become immediately vested, earned and exercisable in full and cause Executive’s accrued benefits under any and all nonqualified deferred compensation plans sponsored by CEP or the Company to become immediately nonforfeitable. (c) Cause Executive and those of his dependents (including Executive’s spouse) who were covered under the Company’s or the Parent’s medical and dental benefit plans on the day prior to Executive’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period at no greater cost to Executive than that applicable to a similarly situated Company or Parent employee who has not terminated employment; provided, however, that (i) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive), (ii) if Executive (and/or Executive’s spouse) would have been entitled to retiree medical and/or dental coverage under the Company’s or the Parent’s plans had Executive voluntarily retired on the date of such Involuntary Termination, then such coverages shall be continued as provided under such plans, and (iii) such coverage to Executive (or the receipt of equivalent benefits) shall be provided under one or more insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive (or, if any such reimbursement or payment of benefits is taxabletaxable to Executive, then the Company shall pay to Executive an amount (the “tax gross-up payment”) equal to an amount as shall be is required to hold Executive harmless from any additional tax liability (including liability under Section 409A of the Code) resulting from the failure by the Company relating to so provide insurance policies so that such reimbursement or payment). Any such tax gross-up payment shall be made as soon as practicable after Executive remits the taxes, but in all events within 30 days of benefits to Executive thereunder such remittance. The Company shall not result in taxable income to Executive)pay any premiums arising from such coverage on a monthly basis.

Involuntary Termination Other Than During a Change of Control Period. If Subject to the provisions of Section 5.6 hereof, if Executive’s 's employment by the Company, the Parent Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs prior to a Change of Control or after the expiration of a Change of Control Period, then the Company shall, as additional compensation for services rendered to the Company (including its subsidiaries and the Parentsubsidiaries), pay to Executive the following amounts and take the following actions after the last day of Executive’s 's employment with the Company: (a) Pay Executive the Monthly Severance Amount on the first day of each month throughout the Severance Period; provided, however, that if commencement of such payments would cause any part of the Monthly Severance Amount to be subject to additional taxes and interest under Section 409A of the Code, then the payment of the Monthly Severance Amount shall be deferred to the earliest date upon which such payments can commence without being subject to such additional taxes and interest, interest and the first payment of the Monthly Severance Amount shall include all amounts that would have been paid prior to the date of such payment but for the deferral required pursuant to this sentence. (b) Cause Executive and those of his dependents (including Executive’s his spouse) who were covered under the Company’s or the Parent’s 's medical and dental benefit plans on the day prior to Executive’s 's Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period at no greater cost to Executive than that applicable to a similarly situated Company or Parent employee executive who has not terminated employment; provided, however, that that (i) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive), , (ii) if Executive (and/or Executive’s his spouse) would have been entitled to retiree medical and/or dental coverage under the Company’s or the Parent’s 's plans had Executive he voluntarily retired on the date of such Involuntary Termination, then such coverages shall be continued as provided under such plans, and and (iii) such coverage to Executive (or the receipt of equivalent benefits) shall be provided under one or more insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive (or, if any such reimbursement or payment of benefits is taxable, then the Company shall pay to Executive an amount as shall be required to hold Executive harmless from any additional tax liability (including liability under Section 409A of the Code) resulting from the failure by the Company to so provide insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive).

Involuntary Termination Other Than During a Change of Control Period. If Subject to the provisions of Sections 5.6 and 5.7 hereof, if Executive’s employment by the Company, the Parent Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs prior to a the date that Change of Control Period begins or after the expiration of a Change of Control Period, then the Company shall, as additional compensation for services rendered to the Company (including its subsidiaries and the Parentsubsidiaries), pay to Executive the following amounts and take the following actions after the last day of Executive’s employment with the Companyactions: (a) Pay Executive a lump sum cash payment in an amount equal to Executive’s Annual Base Salary on or before the Monthly Severance Amount Payment Date. (b) During the portion, if any, of the 12-month period commencing on the first day date of each month throughout such Involuntary Termination that Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under Company’s or a subsidiary’s group health plans, as applicable, under the Severance PeriodConsolidated Omnibus Budget Reconciliation Act of 1985, as amended, and/or Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, Company shall promptly reimburse Executive on a monthly basis for the difference between the amount Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of Company pay for the same or similar coverage under such group health plans; provided, however, that if commencement of such payments would cause any part of the Monthly Severance Amount reimbursement shall cease to be subject to additional taxes and interest under Section 409A of the Code, then the payment of the Monthly Severance Amount shall be deferred to the earliest date upon which such payments can commence without being subject to such additional taxes and interest, and the first payment of the Monthly Severance Amount shall include all amounts that would have been paid prior to the date of such payment but for the deferral required pursuant to this sentence. (b) Cause Executive and those of his dependents (including Executive’s spouse) who were covered under the Company’s or the Parent’s medical and dental benefit plans on the day prior to Executive’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period at no greater cost to Executive than that applicable to a similarly situated Company or Parent employee who has not terminated employment; provided, however, that (i) such coverage shall terminate effective if and to the extent Executive becomes eligible to receive medical and and/or dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive),. (iic) if Executive (and/or If Executive’s spouse) would have been entitled employment with Company is subject to retiree medical and/or dental coverage under a termination due to Executive’s death or Disability, any and all outstanding options to purchase common stock or stock grants of Company held by Executive shall become fully vested and immediately exercisable in full as of the Payment Date and shall cause any and all restricted shares of the Company’s or the Parent’s plans had common stock held by Executive voluntarily retired on the date of such Involuntary Termination, then such coverages shall be continued to become immediately nonforfeitable as provided under such plans, and (iii) such coverage to Executive (or the receipt of equivalent benefits) shall be provided under one or more insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive (or, if any such reimbursement or payment of benefits is taxable, then the Company shall pay to Executive an amount as shall be required to hold Executive harmless from any additional tax liability (including liability under Section 409A of the Code) resulting from the failure by the Company to so provide insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive)Payment Date.

Involuntary Termination Other Than During a Change of Control Period. If Executive’s employment by the Company, the Parent or any subsidiary thereof or successor thereto hereunder shall be subject to an Involuntary Termination which that occurs prior to a Change of Control or after the expiration of a Change of Control Period, then the Company shall, subject to Section 5(g), pay to Executive, as additional compensation for services rendered to the Company (including CEP and its subsidiaries and the Parentsubsidiaries), pay to Executive the following amounts and take the following actions after the last day of Executive’s employment with the Company: (ai) Pay Executive a lump-sum cash payment in an amount equal to the Monthly Severance Amount Amount, which lump-sum cash payment shall be made on the first day the timing of each month throughout the Severance Period; provided, however, that if commencement of such payments which would not cause any part of the Monthly Severance Amount to be subject to additional taxes and or interest under Section 409A of the Code, then the payment of the Monthly Severance Amount shall be deferred to the earliest date upon which such payments can commence without being subject to such additional taxes and interest, and the first payment of the Monthly Severance Amount shall include all amounts that would have been paid prior to the date of such payment but for the deferral required pursuant to this sentence. (bii) Cause any and all outstanding options and other non-vested awards under the Omnibus Incentive Plan that are held by Executive, to become immediately vested, earned and exercisable in full and cause Executive’s accrued benefits under any and all nonqualified deferred compensation plans sponsored by CEP or the Company to become immediately nonforfeitable. (iii) Cause Executive and those of his dependents (including Executive’s spouse) who were covered under the Company’s or the Parent’s medical and dental benefit plans on the day prior to Executive’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period at no greater cost to Executive than that applicable to a similarly situated Company or Parent employee who has not terminated employment; provided, however, that (iA) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive), (iiB) if Executive (and/or Executive’s spouse) would have been entitled to retiree medical and/or dental coverage under the Company’s or the Parent’s plans had Executive voluntarily retired on the date of such Involuntary Termination, then such coverages shall be continued as provided under such plans, and (iiiC) such coverage to Executive (or the receipt of equivalent benefits) shall be provided under one or more insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive (or, if any such reimbursement or payment of benefits is taxabletaxable to Executive, then the Company shall pay to Executive an amount (the “tax gross-up payment”) equal to an amount as shall be is required to hold Executive harmless from any additional tax liability (including liability under Section 409A of the Code) resulting from the failure by the Company relating to so provide insurance policies so that such reimbursement or payment). Any such tax gross-up payment shall be made as soon as practicable after Executive remits the taxes, but in all events within 30 days of benefits to Executive thereunder such remittance. The Company shall not result in taxable income to Executive)pay any premiums arising from such coverage on a monthly basis.

Involuntary Termination Other Than During a Change of Control Period. If Subject to the provisions of Section 5.6 hereof, if Executive’s 's employment by the Company, the Parent Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs prior to a Change of Control or after the expiration of a Change of Control Period, then the Company shall, as additional compensation for services rendered to the Company (including its subsidiaries and the Parentsubsidiaries), pay to Executive the following amounts and take the following actions after the last day of Executive’s 's employment with the Company: (a) Pay Executive the Monthly Severance Amount on the first day of each month throughout the Severance Period; provided, however, that if commencement of such payments would cause any part of the Monthly Severance Amount to be subject to additional taxes and interest under Section 409A of the Code, then the payment of the Monthly Severance Amount shall be deferred to the earliest date upon which such payments can commence without being subject to such additional taxes and interest, interest and the first payment of the Monthly Severance Amount shall include all amounts that would have been paid prior to the date of such payment but for the deferral required pursuant to this sentence. (b) Cause Executive and those During the portion, if any, of his dependents (including Executive’s spouse) who were covered under the Company’s or the Parent’s medical and dental benefit plans on the day prior to Executive’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period at no greater cost that Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under Company's group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and/or Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, Company shall promptly reimburse Executive than that applicable on a monthly basis for the difference between the amount Executive pays to a similarly situated Company or Parent employee who has not terminated employment; provided, however, that (i) effect and continue such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to employee contribution amount that active senior executive employees of Company pay for the Company by Executive), (ii) if Executive (and/or Executive’s spouse) would have been entitled to retiree medical and/or dental same or similar coverage under the Company’s or the Parent’s plans had Executive voluntarily retired on the date of such Involuntary Termination, then such coverages shall be continued as provided under such 's group health plans, and (iii) such coverage to Executive (or the receipt of equivalent benefits) shall be provided under one or more insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive (or, if any such reimbursement or payment of benefits is taxable, then the Company shall pay to Executive an amount as shall be required to hold Executive harmless from any additional tax liability (including liability under Section 409A of the Code) resulting from the failure by the Company to so provide insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive).

Involuntary Termination Other Than During a Change of Control Period. If Subject to the provisions of Section 5.6 hereof, if Executive’s employment by the Company, the Parent Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs prior to a Change of Control or after the expiration of a Change of Control Period, then the Company shall, as additional compensation for services rendered to the Company (including its subsidiaries and the Parentsubsidiaries), pay to Executive the following amounts and take the following actions after the last day of Executive’s employment with the Company: (a) Pay Executive the Monthly Severance Amount on the first day of each month throughout the Severance Period; provided, however, that if commencement of such payments would cause any part of the Monthly Severance Amount to be subject to additional taxes and interest under Section 409A of the Code, then the payment of the Monthly Severance Amount shall be deferred to the earliest date upon which such payments can commence without being subject to such additional taxes and interest, interest and the first payment of the Monthly Severance Amount shall include all amounts that would have been paid prior to the date of such payment but for the deferral required pursuant to this sentence. (b) Cause Executive and those During the portion, if any, of his dependents (including Executive’s spouse) who were covered under the Company’s or the Parent’s medical and dental benefit plans on the day prior to Executive’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period at no greater cost that Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and/or Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, Company shall promptly reimburse Executive than that applicable on a monthly basis for the difference between the amount Executive pays to a similarly situated Company or Parent employee who has not terminated employment; provided, however, that (i) effect and continue such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to employee contribution amount that active senior executive employees of Company pay for the Company by Executive), (ii) if Executive (and/or Executive’s spouse) would have been entitled to retiree medical and/or dental same or similar coverage under the Company’s or the Parent’s plans had Executive voluntarily retired on the date of such Involuntary Termination, then such coverages shall be continued as provided under such group health plans, and (iii) such coverage to Executive (or the receipt of equivalent benefits) shall be provided under one or more insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive (or, if any such reimbursement or payment of benefits is taxable, then the Company shall pay to Executive an amount as shall be required to hold Executive harmless from any additional tax liability (including liability under Section 409A of the Code) resulting from the failure by the Company to so provide insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive).

Involuntary Termination Other Than During a Change of Control Period. If Subject to the provisions of Section 5.6 hereof, if Executive’s employment by the Company, the Parent Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs prior to a Change of Control or after the expiration of a Change of Control Period, then the Company shall, as additional compensation for services rendered to the Company (including its subsidiaries and the Parentsubsidiaries), pay to Executive the following amounts and take the following actions after the last day of Executive’s employment with the Company: (a) Pay Executive the Monthly Severance Amount on the first day of each month throughout the Severance Period; provided, however, that if commencement of such payments would cause any part of the Monthly Severance Amount to be subject to additional taxes and interest under Section 409A of the Code, then the payment of the Monthly Severance Amount shall be deferred to the earliest date upon which such payments can commence without being subject to such additional taxes and interest, interest and the first payment of the Monthly Severance Amount shall include all amounts that would have been paid prior to the date of such payment but for the deferral required pursuant to this sentence. (b) Cause Executive and those of his dependents (including Executive’s his spouse) who were covered under the Company’s or the Parent’s medical and dental benefit plans on the day prior to Executive’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period at no greater cost to Executive than that applicable to a similarly situated Company or Parent employee executive who has not terminated employment; provided, however, that that (i) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive), , (ii) if Executive (and/or Executive’s his spouse) would have been entitled to retiree medical and/or dental coverage under the Company’s or the Parent’s plans had Executive he voluntarily retired on the date of such Involuntary Termination, then such coverages shall be continued as provided under such plans, and and (iii) such coverage to Executive (or the receipt of equivalent benefits) shall be provided under one or more insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive (or, if any such reimbursement or payment of benefits is taxable, then the Company shall pay to Executive an amount as shall be required to hold Executive harmless from any additional tax liability (including liability under Section 409A of the Code) resulting from the failure by the Company to so provide insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive).

Involuntary Termination Other Than During a Change of Control Period. If ExecutiveEmployee’s employment by the Company, the Parent Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs prior to a the date that Change of Control Period begins or after the expiration of a Change of Control Period, then the Company shall, as additional compensation for services rendered to the Company (including its subsidiaries and the Parentsubsidiaries), pay to Executive Employee the following amounts and take the following actions after the last day of Executive’s employment with the Companyactions: (a) Pay Executive Employee a lump sum cash payment in an amount equal to one times the Monthly Severance Amount Employee’s Annual Base Salary within 30 days after Employee’s termination of employment with Company. (b) In the event of the termination of Employee’s employment for any reason specified in Section 8 (other than the reasons set forth in Sections 8(a)(iii)), Employee shall be entitled only to the compensation earned by him as of the effective date of termination, including any declared but unpaid, bonus or pro-rata portion thereof. (c) In the event of the termination of Employee’s employment as the result of Section 8(a)(iii), Employee shall be entitled to compensation for the remaining term of the Agreement until the disability insurance company begins making payments to the Employee. (d) During the portion, if any, of the 12-month period commencing on the first day date of each month throughout such Involuntary Termination that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under Company’s or a subsidiary’s group medical, dental and group life insurance plans as applicable, under the Severance PeriodConsolidated Omnibus Budget Reconciliation Act of 1985, as amended, and/or Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, Company shall promptly reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of Company pay for the same or similar coverage under such group health plans; provided, however, that if commencement of such payments would cause any part of the Monthly Severance Amount reimbursement shall cease to be subject to additional taxes and interest under Section 409A of the Code, then the payment of the Monthly Severance Amount shall be deferred to the earliest date upon which such payments can commence without being subject to such additional taxes and interest, and the first payment of the Monthly Severance Amount shall include all amounts that would have been paid prior to the date of such payment but for the deferral required pursuant to this sentence. (b) Cause Executive and those of his dependents (including Executive’s spouse) who were covered under the Company’s or the Parent’s medical and dental benefit plans on the day prior to Executive’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period at no greater cost to Executive than that applicable to a similarly situated Company or Parent employee who has not terminated employment; provided, however, that (i) such coverage shall terminate effective if and to the extent Executive Employee becomes eligible to receive medical and and/or dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by ExecutiveEmployee),. (iie) if Executive If the Employee pays or becomes obligated to pay any excise tax under Section 4999 of the Code on any payment or benefit he receives (and/or Executive’s spousewhether pursuant to this Agreement or otherwise) would have been entitled in connection with the event giving rise to retiree medical and/or dental coverage his right to receive payments and benefits under Section 9(c) of this Agreement, the Company’s or the Parent’s plans had Executive voluntarily retired on the date of such Involuntary Termination, then such coverages shall be continued as provided under such plans, and (iii) such coverage to Executive (or the receipt of equivalent benefits) shall be provided under one or more insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive (or, if any such reimbursement or payment of benefits is taxable, then the Company Employer shall pay to Executive the Employee an amount as shall be required equal to hold Executive harmless from any additional the total excise tax liability (including liability under Section 409A of the Code) resulting from the failure by the Company to so provide insurance policies so that reimbursement paid or payment of benefits to Executive thereunder shall not result in taxable income to Executive)payable.

Involuntary Termination Other Than During a Change of Control Period. If Executive’s employment by the Company, the Parent Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs prior to a Change of Control or after the expiration of a Change of Control Period, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that: (a) Executive shall be entitled to receive the compensation and benefits described in clauses (a) through (c) of Section 5.1; and (b) Subject to Executive’s delivery, within 50 days after the date of his termination of employment, and non-revocation of an executed release substantially in the form attached hereto as Exhibit A (with such changes to such form as Company may reasonably require to reflect the circumstances relating to the termination of Executive’s employment and/or changes in applicable law) (the “Release”), Company shall, as additional compensation for services rendered to the Company (including its subsidiaries and the Parentsubsidiaries), pay to Executive the following amounts and take the following actions after the last day of Executive’s employment with the Company: (ai) Pay Executive the Monthly Severance Amount on the first day of each month throughout the Severance Period; provided, however, that if commencement of such payments would cause any part of the Monthly Severance Amount to be subject to additional taxes and interest under Section 409A of the Code, then the payment of the Monthly Severance Amount shall be deferred to the earliest date upon which such payments can commence without being subject to such additional taxes and interest, and the first payment of the Monthly Severance Amount shall include all amounts that would have been paid prior to the date of such payment but for the deferral required pursuant to this sentence. (b) Cause Executive and those of his dependents (including Executive’s spouse) who were covered under the Company’s or the Parent’s medical and dental benefit plans on the day prior to Executive’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period at no greater cost to Executive than that applicable to a similarly situated Company or Parent employee who has not terminated employment; provided, however, that (i) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive), (ii) During the portion, if any, of the Severance Period that Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), and/or Executive’s spouse) would have been entitled sections 601 through 608 of the Employee Retirement Income Security Act of 1974 as amended, Company shall promptly reimburse Executive on a monthly basis for the difference between the amount Executive pays to retiree medical and/or dental effect and continue such coverage and the employee contribution amount that active senior executive employees of Company pay for the same or similar coverage under the Company’s or the Parent’s plans had Executive voluntarily retired on the date of such Involuntary Termination, then such coverages shall be continued as provided under such group health plans, and (iii) such coverage to Executive (or the receipt of equivalent benefits) shall be provided under one or more insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive (or, if any such reimbursement or payment of benefits is taxable, then the Company shall pay to Executive an amount as shall be required to hold Executive harmless from any additional tax liability (including liability under Section 409A of the Code) resulting from the failure by the Company to so provide insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive).

Involuntary Termination Other Than During a Change of Control Period. If ExecutiveEmployee’s employment by the Company, the Parent Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs prior to a the date that Change of Control Period begins or after the expiration of a Change of Control Period, then the Company shall, as additional compensation for services rendered to the Company (including its subsidiaries and the Parentsubsidiaries), pay to Executive Employee the following amounts and take the following actions after the last day of Executive’s employment with the Companyactions: (a) Pay Executive Employee a lump sum cash payment in an amount equal to one times the Monthly Severance Amount Employee’s Annual Base Salary within 30 days after Employee’s termination of employment with Company. (b) In the event of the termination of Employee’s employment for any reason specified in Section 8 (other than the reasons set forth in Sections 8(a)(iii)), Employee shall be entitled only to the compensation earned by him as of the effective date of termination, including any declared but unpaid, bonus or pro-rata portion thereof. (c) In the event of the termination of Employee’s employment as the result of Section 8(a)(iii), Employee shall be entitled to compensation for the remaining term of the Agreement until the disability insurance company begins making payments to the Employee. (d) During the portion, if any, of the 12-month period commencing on the first day date of each month throughout such Involuntary Termination that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under Company’s or a subsidiary’s group medical, dental and group life insurance plans as applicable, under the Severance PeriodConsolidated Omnibus Budget Reconciliation Act of 1985, as amended, and/or Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended. Company shall promptly reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of Company pay for the same or similar coverage under such group health plans; provided, however, that if commencement of such payments would cause any part of the Monthly Severance Amount reimbursement shall cease to be subject to additional taxes and interest under Section 409A of the Code, then the payment of the Monthly Severance Amount shall be deferred to the earliest date upon which such payments can commence without being subject to such additional taxes and interest, and the first payment of the Monthly Severance Amount shall include all amounts that would have been paid prior to the date of such payment but for the deferral required pursuant to this sentence. (b) Cause Executive and those of his dependents (including Executive’s spouse) who were covered under the Company’s or the Parent’s medical and dental benefit plans on the day prior to Executive’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period at no greater cost to Executive than that applicable to a similarly situated Company or Parent employee who has not terminated employment; provided, however, that (i) such coverage shall terminate effective if and to the extent Executive Employee becomes eligible to receive medical and and/or dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by ExecutiveEmployee),. (iie) if Executive If the Employee pays or becomes obligated to pay any excise tax under Section 4999 of the Code on any payment or benefit he receives (and/or Executive’s spousewhether pursuant to this Agreement or otherwise) would have been entitled in connection with the event giving rise to retiree medical and/or dental coverage his right to receive payments and benefits under Section 9(c) of this Agreement, the Company’s or the Parent’s plans had Executive voluntarily retired on the date of such Involuntary Termination, then such coverages shall be continued as provided under such plans, and (iii) such coverage to Executive (or the receipt of equivalent benefits) shall be provided under one or more insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive (or, if any such reimbursement or payment of benefits is taxable, then the Company Employer shall pay to Executive the Employee an amount as shall be required equal to hold Executive harmless from any additional the total excise tax liability (including liability under Section 409A of the Code) resulting from the failure by the Company to so provide insurance policies so that reimbursement paid or payment of benefits to Executive thereunder shall not result in taxable income to Executive)payable.

Involuntary Termination Other Than During a Change of Control Period. If Executive’s employment by the Company, the Parent or any subsidiary thereof or successor thereto hereunder shall be subject to an Involuntary Termination which that occurs prior to a Change of Control or after the expiration of a Change of Control Period, then the Company shall, subject to Section 5.7, pay to Executive, as additional compensation for services rendered to the Company (including CEP and its subsidiaries and the Parentsubsidiaries), pay to Executive the following amounts and take the following actions after the last day of Executive’s employment with the Company: (a) Pay Executive a lump-sum cash payment in an amount equal to the Monthly Severance Amount Amount, which lump-sum cash payment shall be made on the first day the timing of each month throughout the Severance Period; provided, however, that if commencement of such payments which would not cause any part of the Monthly Severance Amount to be subject to additional taxes and or interest under Section 409A of the Code, then the payment of the Monthly Severance Amount shall be deferred to the earliest date upon which such payments can commence without being subject to such additional taxes and interest, and the first payment of the Monthly Severance Amount shall include all amounts that would have been paid prior to the date of such payment but for the deferral required pursuant to this sentence. (b) Cause any and all outstanding options and other non-vested awards under the Omnibus Incentive Plan that are held by Executive, to become immediately vested, earned and exercisable in full and cause Executive’s accrued benefits under any and all nonqualified deferred compensation plans sponsored by CEP or the Company to become immediately nonforfeitable. (c) Cause Executive and those of his her dependents (including Executive’s spouse) who were covered under the Company’s or the Parent’s medical and dental benefit plans on the day prior to Executive’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period at no greater cost to Executive than that applicable to a similarly situated Company or Parent employee who has not terminated employment; provided, however, that (i) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive), (ii) if Executive (and/or Executive’s spouse) would have been entitled to retiree medical and/or dental coverage under the Company’s or the Parent’s plans had Executive voluntarily retired on the date of such Involuntary Termination, then such coverages shall be continued as provided under such plans, and (iii) such coverage to Executive (or the receipt of equivalent benefits) shall be provided under one or more insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive (or, if any such reimbursement or payment of benefits is taxabletaxable to Executive, then the Company shall pay to Executive an amount (the “tax gross-up payment”) equal to an amount as shall be is required to hold Executive harmless from any additional tax liability (including liability under Section 409A of the Code) resulting from the failure by the Company relating to so provide insurance policies so that such reimbursement or payment). Any such tax gross-up payment shall be made as soon as practicable after Executive remits the taxes, but in all events within 30 days of benefits to Executive thereunder such remittance. The Company shall not result in taxable income to Executive)pay any premiums arising from such coverage on a monthly basis.