Common use of No Set-Off; No Obligation to Seek Other Employment or to Otherwise Mitigate Damages; No Effect Upon Other Plans Clause in Contracts

No Set-Off; No Obligation to Seek Other Employment or to Otherwise Mitigate Damages; No Effect Upon Other Plans. Key’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim whatsoever that Key or any of its Subsidiaries may have against Mxxxx, except that the prohibition on set-off, counterclaim, recoupment, defense, or other claim contained in this sentence shall not apply if Mxxxx’x employment is terminated by Key for Cause at any time that is either before the occurrence of any Change of Control or after the second anniversary of the then most recent Change of Control. Mxxxx shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise. The amount of any payment provided for under this Agreement shall not be reduced by any compensation or benefits earned by Mxxxx as the result of employment by another employer or otherwise after the termination of Mxxxx’x employment. Neither the provisions of this Agreement nor the making of any payment provided for hereunder, nor the termination of Key’s obligations under this Agreement, shall reduce any amounts otherwise payable, or in any way diminish Mxxxx’x rights, under any incentive compensation plan, stock option or stock appreciation rights plan, restricted stock plan or agreement, deferred compensation, retirement, or supplemental retirement plan, stock purchase and savings plan, disability or insurance plan, or other similar contract, plan, or arrangement of Key or any Subsidiary, all of which shall be governed by their respective terms.

No Set-Off; No Obligation to Seek Other Employment or to Otherwise Mitigate Damages; No Effect Upon Other Plans. KeySTERIS’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim whatsoever that Key STERIS or any of its Subsidiaries may have against Mxxxx, except that the prohibition on set-off, counterclaim, recoupment, defense, or other claim contained in this sentence shall not apply if Mxxxx’x employment is terminated by Key for Cause at any time that is either before the occurrence of any Change of Control or after the second anniversary of the then most recent Change of ControlExecutive. Mxxxx 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. The Except as provided in the last sentence of this Section 3, neither the amount of any payment provided for under this Agreement nor Executive’s right to any other benefit under this Agreement shall not be reduced by any compensation or benefits earned by Mxxxx Executive as the result of employment by another employer or otherwise after the termination of Mxxxx’x Executive’s employment. Neither the provisions of this Agreement Agreement, nor the execution of the waiver and release referred to in Subsection 4.2 below, nor the making of any payment provided for hereunder, nor the termination of Key’s obligations under this Agreement, hereunder shall reduce any amounts otherwise payable, or in any way diminish Mxxxx’x Executive’s rights, under any incentive compensation plan, stock option or stock appreciation rights plan, restricted stock plan or agreement, deferred compensation, retirement, or supplemental retirement plan, stock purchase and savings plan, disability or insurance plan, or other similar contract, plan, or arrangement of Key or STERIS, except that the payment of a pro-rata incentive compensation benefit under Subsection 1.5 shall satisfy, to the extent of that payment, any Subsidiaryobligation STERIS might have to Executive for payments under the SEMICP for the year in which the Termination Date occurs. STERIS’s obligation to provide continuing health, all of which dental, and/or life insurance coverage and benefits, as the case may be, shall be governed by their respective termsdiscontinued before the time otherwise specified in Subsection 1.6 if, as, and when Executive becomes eligible to receive roughly comparable health, dental, and/or life insurance coverage and benefits, as the case may be, from a subsequent employer.

No Set-Off; No Obligation to Seek Other Employment or to Otherwise Mitigate Damages; No Effect Upon Other Plans. Key’s 's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim whatsoever that Key or any of its Subsidiaries may have against MxxxxMeyex, except xxcept that the prohibition on set-off, counterclaim, recoupment, defense, or other claim contained in this sentence shall not apply if Mxxxx’x employment Meyex'x xxxloyment is terminated by Key for Cause at any time that is either before the occurrence of any Change of Control or after the second anniversary of the then most recent Change of Control. Mxxxx shall Meyex xxxll not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise. The amount of any payment provided for under this Agreement shall not be reduced by any compensation or benefits earned by Mxxxx as Meyex xx the result of employment by another employer or otherwise after the termination of Mxxxx’x employmentMeyex'x xxxloyment. Neither the provisions of this Agreement nor the making of any payment provided for hereunder, nor the termination of Key’s obligations under this Agreement, hereunder shall reduce any amounts otherwise payable, or in any way diminish Mxxxx’x rightsMeyex'x xxxhts, under any incentive compensation plan, stock option or stock appreciation rights plan, restricted stock plan or agreement, deferred compensation, retirement, or supplemental retirement plan, stock purchase and savings plan, disability or insurance plan, or other similar contract, plan, or arrangement of Key or any Subsidiary, all of which shall be governed by their respective terms.

No Set-Off; No Obligation to Seek Other Employment or to Otherwise Mitigate Damages; No Effect Upon Other Plans. Key’s 's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim whatsoever that Key or any of its Subsidiaries may have against MxxxxMeyex, except xxcept that the prohibition on set-off, counterclaim, recoupment, defense, or other claim contained in this sentence shall not apply if Mxxxx’x employment Meyex'x xxxloyment is terminated by Key for Cause at any time that is either before the occurrence of any Change of Control or after the second anniversary of the then most recent Change of Control. Mxxxx shall Meyex xxxll not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise. The amount of any payment provided for under this Agreement shall not be reduced by any compensation or benefits earned by Mxxxx as Meyex xx the result of employment by another employer or otherwise after the termination of Mxxxx’x employmentMeyex'x xxxloyment. Neither the provisions of this Agreement nor the making of any payment provided for hereunder, nor the termination of Key’s 's obligations under this Agreement, shall reduce any amounts otherwise payable, or in any way diminish Mxxxx’x rightsMeyex'x xxxhts, under any incentive compensation plan, stock option or stock appreciation rights plan, restricted stock plan or agreement, deferred compensation, retirement, or supplemental retirement plan, stock purchase and savings plan, disability or insurance plan, or other similar contract, plan, or arrangement of Key or any Subsidiary, all of which shall be governed by their respective terms.

No Set-Off; No Obligation to Seek Other Employment or to Otherwise Mitigate Damages; No Effect Upon Other Plans. KeyDDR’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall under this Agreement will not be affected by any set-off, counterclaim, recoupment, defense, or other claim whatsoever that Key DDR or any of its Subsidiaries Subsidiary may have against MxxxxWolstein, except that the prohibition on set-off, counterclaim, recoupment, defense, or other claim contained in this sentence shall will not apply (a) if Mxxxx’x Wolstein’s employment is terminated by Key DDR for Cause at any time that is either before or (b) to the occurrence of any Change of Control or after the second anniversary potential set-off with respect to reimbursement of the then most recent Change of ControlDDR-Paid Premiums specified in Section 21.1. Mxxxx shall Wolstein will not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise. The amount of any payment provided for under this Agreement shall will not be reduced by any compensation or benefits earned by Mxxxx Wolstein as the result of employment by another employer or otherwise after the termination of Mxxxx’x employmentTermination Date. Neither the provisions of this Agreement nor the making of any payment provided for hereunderunder this Agreement, nor the termination of KeyDDR’s obligations under this Agreement, shall will reduce any amounts otherwise payable, or in any way diminish Mxxxx’x Wolstein’s rights, under any incentive compensation plan, stock option or stock appreciation rights plan, restricted stock plan or agreement, deferred compensation, retirement, or supplemental retirement plan, stock purchase and savings plan, disability or insurance plan, or other similar contract, plan, or arrangement of Key DDR or any Subsidiary, all of which shall will be governed by their respective terms.

No Set-Off; No Obligation to Seek Other Employment or to Otherwise Mitigate Damages; No Effect Upon Other Plans. Key’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim whatsoever that Key or any of its Subsidiaries may have against MxxxxXxxxx, except that the prohibition on set-off, counterclaim, recoupment, defense, or other claim contained in this sentence shall not apply if Mxxxx’x Xxxxx’x employment is terminated by Key for Cause at any time that is either before the occurrence of any Change of Control or after the second anniversary of the then most recent Change of Control. Mxxxx Xxxxx shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise. The amount of any payment provided for under this Agreement shall not be reduced by any compensation or benefits earned by Mxxxx Xxxxx as the result of employment by another employer or otherwise after the termination of Mxxxx’x Xxxxx’x employment. Neither the provisions of this Agreement nor the making of any payment provided for hereunder, nor the termination of Key’s obligations under this Agreement, shall reduce any amounts otherwise payable, or in any way diminish Mxxxx’x Xxxxx’x rights, under any incentive compensation plan, stock option or stock appreciation rights plan, restricted stock plan or agreement, deferred compensation, retirement, or supplemental retirement plan, stock purchase and savings plan, disability or insurance plan, or other similar contract, plan, or arrangement of Key or any Subsidiary, all of which shall be governed by their respective terms.

No Set-Off; No Obligation to Seek Other Employment or to Otherwise Mitigate Damages; No Effect Upon Other Plans. KeyDDR’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall under this Agreement will not be affected by any set-off, counterclaim, recoupment, defense, or other claim whatsoever that Key DDR or any of its Subsidiaries Subsidiary may have against MxxxxWolstein, except that the prohibition on set-off, counterclaim, recoupment, defense, or other claim contained in this sentence shall will not apply (a) if Mxxxx’x Wolstein’s employment is terminated by Key the Board for Cause at any time that is either before or (b) to the occurrence of any Change of Control or after the second anniversary potential set-off with respect to reimbursement of the then most recent Change of ControlDDR-Paid Premiums specified in Section 20.1. Mxxxx shall Wolstein will not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise. The amount of any payment provided for under this Agreement shall will not be reduced by any compensation or benefits earned by Mxxxx Wolstein as the result of employment by another employer or otherwise after the termination of Mxxxx’x employmentTermination Date. Neither the provisions of this Agreement nor the making of any payment provided for hereunderunder this Agreement, nor the termination of KeyDDR’s obligations under this Agreement, shall will reduce any amounts otherwise payable, or in any way diminish Mxxxx’x Wolstein’s rights, under any incentive compensation plan, stock option or stock appreciation rights plan, restricted stock plan or agreement, deferred compensation, retirement, or supplemental retirement plan, stock purchase and savings plan, disability or insurance plan, or other similar contract, plan, or arrangement of Key DDR or any Subsidiary, all of which shall will be governed by their respective terms.