Common use of Mitigation Clause in Contracts

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above).

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwiseself-employment, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or through self-employment or by any retirement benefits received by Executive after the date of a Change in Control Termination or Covered Termination (Executive’s termination of employment from the Company, except as expressly provided in Sections 3.3 and 4.3 above)herein.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor and, subject to Section 3(b), compensation earned from such employment or otherwise shall not reduce the amount of any payment provided for amounts otherwise payable under this Agreement. No amounts payable under this Agreement shall be reduced by subject to reduction or offset in respect of any compensation earned by Executive as a result claims which the Company or any of employment by another employer its Subsidiaries (or by any retirement benefits received by Executive after the date of a Change in Control Termination other person or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)entity) may have against Executive.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control the Termination Event, or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination the Covered Termination, or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination or Covered Termination (except as expressly provided in Sections 2.3 and 3.3 and 4.3 above).

Mitigation. Except as otherwise specifically provided herein, The Executive shall not be required to mitigate damages or the amount of any payment provided under for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for under in this Agreement be reduced by any compensation earned by the Executive as a the result of employment by another employer or by any retirement benefits received by Executive payable after the date termination of a Change in Control Termination or Covered Termination (this Agreement, except that the Employer shall not be required to provide the Executive and the Executive’s eligible dependents with medical insurance coverage as expressly provided in Sections 3.3 long as the Executive and 4.3 above)the Executive’s eligible dependents are receiving comparable medical insurance coverage from another employer.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination the Triggering Event, or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)Termination.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination the Covered Termination, or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Covered Termination or Change in Control Termination or Covered Termination (except as expressly provided in Sections 2.3 and 3.3 and 4.3 above).

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Covered Termination or Change in Control Termination or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)Termination.

Mitigation. Except as otherwise specifically provided herein, The Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, otherwise nor shall the amount of may any payment payments provided for under this Agreement Section be reduced by any compensation amounts earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination or Covered Termination (Executive, except as expressly provided in Sections 3.3 and 4.3 above)Article IV.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment to Executive provided for under this Agreement by seeking other employment or otherwise, nor nor, except as otherwise provided herein, shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)termination.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination the termination of Executive's employment or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided for under Sections 3 or 4 of this Agreement by seeking other employment or otherwise. Except as otherwise specifically provided herein, nor shall the amount receipt of any payment benefit provided for under Sections 3 or 4 of this Agreement shall not be reduced by any compensation earned benefit received by Executive as a result of employment by another employer or by any retirement benefits received by Executive after termination of Executive's employment with the date of a Change in Control Termination or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)Company.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Executive's Change in Control Termination or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)Termination.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date Date of a Change in Control Termination Termination, or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)the termination without cause.

Mitigation. Except as otherwise specifically provided hereinherein in section 3.4, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of consulting work for the Company or third party, employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control the Termination Event, or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control the Termination Event, or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above).otherwise,

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer received by Executive or by any retirement benefits received by Executive after the date of a Change in Control Termination Executive’s termination (i) by the Company for any reason other than Misconduct or Covered Termination Disability, or (except as expressly provided in Sections 3.3 and 4.3 above)ii) by Executive for Good Reason.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination or the Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)Termination.

Mitigation. Except as otherwise specifically provided herein, Executive shall is not be required to seek other employment or otherwise mitigate damages or the amount of any payment payments to be made by the Company pursuant to this Agreement. Except as otherwise provided under in Section 4.a. of this Agreement by seeking other employment or otherwiseAgreement, nor shall the amount of any payment payments or other benefits provided for under in this Agreement shall not be reduced by any compensation earned by Executive as a the result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination Date, or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or with respect to the amount termination of any payment provided his employment under this Agreement by seeking other employment or otherwise, nor and there shall the amount of any payment provided for be no offset against amounts due Executive under this Agreement on account of subsequent employment except as specifically provided in this Agreement. Additionally, the Company’s obligation to make the payments provided for in this Agreement, and otherwise to perform its obligations hereunder, shall, subject to Section 25 hereof, not be reduced affected by any compensation earned by other circumstances, including, without limitation, any counterclaim, recoupment, defense or other right which the Company may have against Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)others.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control the Covered Termination, Company Termination or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination the Covered Termination, or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount amounts of any payment salary continuation payments provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment payments provided for under this Agreement be reduced by any compensation earned by Executive as a result the results of employment by another employer or by any retirement benefits received by Executive self-employment after the date of a Change in Control Termination or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)termination.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination or the Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)Event.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or reduce the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination termination, or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment to Executive provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by after termination; provided, however, that any retirement welfare benefits received by the Executive after receives as a result of subsequent employment shall reduce the date of a Change in Control Termination or Covered Termination (except as expressly welfare benefits provided in Sections 3.3 and 4.3 above)under this Agreement.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination the Covered Termination, or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above).otherwise. 2

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor and, subject to Section 3(b), compensation or benefits earned from such employment or otherwise shall not reduce the amount of any payment provided for amounts otherwise payable under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)Agreement.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination or Covered Termination (except with respect to continued health coverage as expressly provided in Sections 3.3 and 4.3 Section 2.3 above).

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)termination of his employment with the Company.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination or Covered Termination and (except as expressly provided in Sections 3.3 and 4.3 above)Section 3(c) in the case where Executive obtains other group health benefits) compensation earned from such employment or otherwise shall not reduce the amounts otherwise payable under this Agreement.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Executive’s Change in Control Termination or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)Termination.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination the termination without Cause or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)Constructive Termination.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer received by Executive or by any retirement benefits received by Executive after the date of a Change in Control Termination or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above).received

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer received by Executive or by any retirement benefits received by Executive after the date of a Change in Control Termination Executive's termination (i) by the Company for any reason other than Misconduct or Covered Termination Disability, or (except as expressly provided in Sections 3.3 and 4.3 above)ii) by Executive for Good Reason.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement Section 3.2 by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, Involuntary Termination Without Cause or a Change in Control Constructive Termination or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 under Section 3.2 above).

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this 6. Exhibit 10.4 Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Covered Termination or Covered Termination Following a Change in Control, as applicable (except with respect to continued health coverage as expressly provided in Sections 3.3 and 4.3 Section 2.1(b) above).

Mitigation. Except as otherwise specifically provided herein, The Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement Appendix 1 by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement Appendix 1 be reduced by any compensation earned by the Executive as a result of employment by another employer or by any retirement benefits received by the Executive after the date of a Change in Control Termination the Covered Termination, or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer Company or by any retirement benefits received by Executive after the date of a Change in Control Termination or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)his termination.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination the Covered Termination, or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination the Covered Termination, or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above).otherwise. Intersil Confidential

Mitigation. Except as otherwise specifically provided herein, Executive shall will not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall will the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination the Covered Termination, or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above).otherwise. 2 ARTICLE III LIMITATIONS AND CONDITIONS ON BENEFITS 3.1

Mitigation. Except as otherwise specifically provided herein, 4 4 Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor and, subject to Section 3(ii)(c), compensation earned from such employment or otherwise shall not reduce the amount of any payment provided for amounts otherwise payable under this Agreement. No amounts payable under this Agreement shall be reduced by subject to reduction or offset in respect of any compensation earned by Executive as a result of employment by another employer claims which the Company (or by any retirement benefits received by Executive after the date of a Change in Control Termination other person or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)entity) may have against Executive.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above).of

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer company or by any retirement benefits received by Executive after the date of a Change in Control Termination or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)his termination.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above).Termination. 2.4

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination otherwise providing services to another individual or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)entity.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by 104 Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination the Covered Termination, or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination or Covered Termination and (except as expressly provided in Sections 3.3 and 4.3 aboveSection 3(c) in the case where Executive obtains other group health benefits), compensation earned from such employment or otherwise shall not reduce the amounts otherwise payable under this Agreement.

Mitigation. Except as otherwise specifically provided hereinherein in Section 3.4, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of consulting work for the Company or third party, employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control the Termination Event, or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Covered Termination or a Change in Control Termination or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)Termination.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)Date where Executive’s termination.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination the Covered Termination, or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above).otherwise. ARTICLEV

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive paid after the date of a Change in Control Termination termination of employment, or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under for in Section 3 or 4 of this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement in such Sections be reduced by any compensation earned by Executive as a the result of employment by another employer after Executive's Date of Termination, or by any retirement benefits received by Executive after the date of a Change in Control Termination or Covered Termination (except otherwise. Except as expressly provided in Sections 3.3 and 4.3 above)the Agreement, the Company shall have no right to set off against any amount owing hereunder any claim which it may have against Executive.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by 113 Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination the Covered Termination, or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination Executive’s termination of employment with the Company (or Covered Termination (Affiliate), except as expressly for health continuation coverage provided in Sections 3.3 and 4.3 abovepursuant to Section 2(b).

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor and, subject to Section 3(c), compensation earned from such employment or otherwise shall not reduce the amount of any payment provided for amounts otherwise payable under this Agreement. No amounts payable under this Agreement 4 4 shall be reduced by subject to reduction or offset in respect of any compensation earned by Executive as a result of employment by another employer claims which the Company (or by any retirement benefits received by Executive after the date of a Change in Control Termination other person or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)entity) may have against Executive.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other order employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer Company or by any retirement benefits received by Executive after the date of a Change in Control Termination or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)his termination.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control the Termination Event, or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination the Qualifying Termination, or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment salary continuation payments provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment payments provided for under this Agreement be reduced by any compensation earned by Executive as a the result of employment by another employer or by any retirement benefits received by Executive self-employment after the date of a Change in Control Termination or Covered Termination (except as expressly provided in Sections 3.3 and 4.3 above)termination.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer received by Executive or by any retirement benefits received by Executive after the date of a Change in Control Termination Executive’s termination (i) by any member of the Company for any reason other than Misconduct or Covered Termination Disability, or (except as expressly provided in Sections 3.3 and 4.3 above)ii) by Executive for Good Reason.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination or Covered Termination (except as expressly provided in Sections 3.3 2.3 and 4.3 2.6 above).