Common use of Other Payments and Employee Benefits Clause in Contracts

Other Payments and Employee Benefits. (a) Group health, vision, and dental insurance, group term life insurance, and accidental death and dismemberment insurance, short and long-term disability coverage, flexible spending account, and 401(k) and/or pension plan participation shall cease as of the Separation Date, in accordance with the provisions of such plans. (b) The Company shall pay Employee the gross amount of $150,000, less applicable tax deductions and withholdings, representing payment for a 2015 annual incentive payment, payable within sixty (60) calendar days of the Effective Date of this Agreement. The Company shall also pay Employee the gross amount of $242,056.62, less applicable tax deductions and withholdings, representing payment for unvested long term incentive payments, payable within sixty (60) calendar days of the Effective Date of this Agreement. (c) After the Separation Date, Employee will become eligible to elect continuation of health care coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended ("COBRA"), with information regarding continuation rights provided in separate correspondence. If Employee elects to enter into this Agreement and makes a timely election of COBRA, then the Company agrees to pay the Employee’s health insurance premium for the Employee, her spouse and covered dependents for the first twelve (12) months of such coverage and/or reimburse Employee for any direct payment of premiums, within fifteen (15) calendar days of submission of reasonable proof of payment. The Company's obligation, pursuant to this section, to pay COBRA premiums on behalf of Employee shall cease at such time that Employee secures comparable health insurance coverage from another source, including coverage from the employer of Employee's spouse. Employee agrees to promptly notify the Company upon obtaining other health insurance coverage. In the event of Employee’s death prior to the expiration of the twelve (12) month period following the Employee’s Separation Date, the Company agrees to continue to pay the COBRA health insurance premiums for the Employee’s spouse and covered dependents through the end of the twelve (12) month period following Employee’s Separation Date. (d) Nothing in this Agreement shall affect any rights that Employee may have under the Company's retirement plan. Employee may make appropriate election for distribution or payment of benefits, if any, from these plans according to their respective provisions. The Company agrees to pay employee the vested amount of the Lost Company Match in Employee’s NQ RSIP Account in a cash lump sum within fifteen (15) calendar days after the first business day of the seventh calendar month following the calendar month in which Employee separated from service (i.e., on or before October 15, 2015). (e) Employee may elect to convert any group life insurance coverage to an individual program within thirty (30) days of the Separation Date at the rates provided by the carrier, with conversion information provided in separate correspondence; provided that, notwithstanding anything to the contrary herein, in the event of such election, the Employee shall be solely responsible for all premiums and costs associated with such coverage. (f) The Company will provide Employee the opportunity to participate in outplacement assistance through a vendor selected by the Company, up to a maximum cost of $7,500.00. Employee must commence utilizing this outplacement service by June 30, 2015. (g) The Severance Payments and the payments set forth in Paragraph Nos. 3(b), 3(c), and 3(f) above shall be referred to collectively as the “Consideration Payments” in this Agreement. (h) The Company agrees to lift any restrictions on the sale of Employee’s stock held in her E-Trade and Computershare accounts and agrees that Employee may sell such stock, if otherwise permissible under applicable law, within fifteen (15) calendar days of the Effective Date of this Agreement. Employee warrants that she is not in possession of material, non-public information regarding the Company. (i) The Company will not take any action to contest employee's receipt of unemployment compensation benefits in connection with the termination of Employee's employment; provided, however, that it is mutually understood that the Company shall respond truthfully to any inquiries from the state unemployment compensation authorities (i.e., the Company will indicate that Employee was involuntarily terminated for business reasons and not for willful misconduct) and unemployment compensation eligibility decisions are made by the state unemployment compensation authorities.

Other Payments and Employee Benefits. (a) Group health, vision, and dental insurance, group term life insurance, and accidental death and dismemberment insurance, short and long-term disability coverage, flexible spending account, and 401(k) and/or plan, non-qualified retirement plan and pension plan participation shall cease as of the Separation Date, in accordance with the provisions of such plans. (b) The Company shall pay Employee the gross amount of $150,000, less applicable tax deductions and withholdings, representing payment for a 2015 annual incentive payment, payable within sixty (60) calendar days of the Effective Date of this Agreement. The Company shall also pay Employee the gross amount of $242,056.62, less applicable tax deductions and withholdings, representing payment for unvested long term incentive payments, payable within sixty (60) calendar days of the Effective Date of this Agreement. (c) After the Separation Date, Employee will become eligible to elect continuation of health care coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended ("COBRA"), with information regarding continuation rights provided in separate correspondence. If Employee elects to enter into this Agreement and makes a timely election of COBRA, then the Company agrees to pay the Employee’s health insurance premium for the Employee, her his spouse and covered dependents for up to the first twelve (12) months of such coverage and/or reimburse Employee for any direct payment of premiums, within fifteen (15) calendar days of submission of reasonable proof of payment. The Company's obligation, pursuant to this section, to pay COBRA premiums on behalf of Employee shall cease at such time that Employee secures comparable health insurance coverage from another source, including coverage from the employer of Employee's spouse. Employee agrees to promptly notify the Company in writing upon obtaining other health insurance coverage. In the event of Employee’s death prior to the expiration of the twelve (12) month period following the Employee’s Separation Date, the Company agrees to continue to pay the COBRA health insurance premiums for the Employee’s spouse and covered dependents through the end of the twelve (12) month period following Employee’s Separation Date. (c) The Company will agree to reimburse Employee for the reasonable costs to relocate his personal property from Pennsylvania to Tennessee, inclusive of two (2) round trip flights, in an aggregate amount not to exceed $2,500. (d) Nothing in this Agreement shall affect any rights that Employee may have under the Company's qualified or nonqualified retirement planplans. If applicable, Employee may make appropriate election for distribution or payment of benefits, if any, from these plans according to their respective provisions. The Company agrees Otherwise, distribution or payment of benefits shall be made pursuant to pay employee the vested amount terms of the Lost Company Match in Employee’s NQ RSIP Account in a cash lump sum within fifteen (15) calendar days after the first business day of the seventh calendar month following the calendar month in which Employee separated from service (i.e., on or before October 15, 2015)such plans. (e) Employee may elect to convert any group life insurance coverage to an individual program within thirty (30) days of the Separation Date at the rates provided by the carrier, with conversion information provided in separate correspondence; provided that, notwithstanding anything to the contrary herein, in the event of such election, the Employee shall be solely responsible for all premiums and costs associated with such coverage. (f) The Company will provide Employee the opportunity to participate in outplacement assistance through a vendor selected by the Company, up to a maximum cost of $7,500.00. Employee must commence utilizing this outplacement service by June September 30, 2015. (g) The Severance Payments and the payments set forth in Paragraph Nos. 3(b), 3(c), ) and 3(f) above shall be referred to collectively as the “Consideration Payments” in this Agreement. (h) The Company agrees to lift any restrictions on the sale of Employee’s stock held in her E-Trade and Computershare accounts and agrees that Employee may sell such stock, if otherwise permissible under applicable law, within fifteen (15) calendar days of the Effective Date of this Agreement. Employee warrants that she is not in possession of material, non-public information regarding the Company. (i) The Company will not take any action to contest employee's receipt of unemployment compensation benefits in connection with the termination of Employee's employment; provided, however, that it is mutually understood that that: (i) the Company shall respond truthfully to any inquiries from the state unemployment compensation authorities (i.e., identifying the Consideration Payments in this Agreement and the Company will indicate that Employee was involuntarily terminated for business reasons and not for willful misconduct), and (ii) and unemployment compensation eligibility decisions are made by the state unemployment compensation authorities. (i) No Other Payment. Employee acknowledges that the Consideration Payments, in whole or in part, represent consideration to Employee for the terms of this Agreement. Other than as expressly provided for herein, Employee shall receive no compensation or benefit from the Company after the Effective Date of this Agreement. In other words, Employee is not and shall not be entitled to any payment or other benefits other than those described in this Agreement. Employee also affirms that he has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which he may be entitled. Except as set forth in this Agreement, Employee agrees that he is not entitled to any additional payment or benefits from the Company, including, but not limited to expense reimbursements, bonuses, commissions, attorneys’ fees, or any other compensation. (j) The Company’s obligation to pay the Consideration Payments set forth herein is subject to Employee’s performance of his obligations as set forth herein.

Other Payments and Employee Benefits. (a) Group health, vision, and dental insurance, group term life insurance, and accidental death and dismemberment insurance, short and long-term disability coverage, flexible spending account, and 401(k) and/or pension plan, non-qualified retirement plan participation participation, and any other fringe benefits associated with Employee’s employment with the Company shall cease as of the Separation Date, in accordance with the provisions of such plans. (b) The Company shall pay Employee may elect to continue Employee’s health insurance coverage, and the gross amount of $150,000, less applicable tax deductions and withholdings, representing payment for a 2015 annual incentive payment, payable within sixty (60) calendar days of the Effective Date of this Agreement. The Company shall also pay Employee the gross amount of $242,056.62, less applicable tax deductions and withholdings, representing payment for unvested long term incentive payments, payable within sixty (60) calendar days of the Effective Date of this Agreement. (c) After the Separation Date, Employee will become eligible to elect continuation of health care coverage any dependent insurance coverage, under the Consolidated Omnibus Budget Reconciliation Act of 1986, 1986 (“COBRA”). Employee understands and agrees that the Company reserves the right to amend or terminate its health insurance plans at any time. In the event that Employee timely elects continuation of medical insurance coverage through COBRA in the manner provided as amended ("COBRA"), with information regarding continuation rights provided described in separate correspondence. If Employee elects to enter into this Agreement and makes a timely election of COBRAcorrespondence from the Company, then the Company agrees will pay to pay Employee the Employee’s health monthly COBRA insurance premium premiums for the Employee, her spouse and covered dependents for the first twelve two (122) months of such the COBRA continuation period (the “Continuation Period”) in a single lump sum payment; provided that, Employee elects COBRA continuation coverage and/or reimburse Employee for any direct payment of premiums, within fifteen forty five (1545) calendar days of submission of reasonable proof of payment. The Company's obligationafter the Separation Date and provided further, that the maximum payable pursuant to this sectionSection 3(b) is $5,500. To the extent Employee elects COBRA continuation coverage later than forty five (45) calendar days after the Separation Date, Employee will remain eligible to pay elect and receive COBRA premiums on behalf continuation coverage in accordance with the terms and conditions of Employee shall cease at such time that Employee secures comparable health insurance coverage from another sourceCOBRA; however, including coverage from the employer of Employee's spouse. Employee agrees to promptly notify the Company upon obtaining other health insurance coverage. In the event will not reimburse or pay any portion of Employee’s death prior to COBRA premium, Employee will be responsible for the expiration entire cost of such COBRA continuation coverage, and will be so responsible for the remainder of the twelve (12) month period following the COBRA continuation period. Employee’s Separation Dateperiod of COBRA coverage will not be extended by the time-period, if any, during which the Company agrees to continue to pay subsidizes the cost of Employee’s continuation of coverage. Employee shall be responsible for timely tendering the monthly COBRA premiums if Employee desires the COBRA health insurance premiums for the Employee’s spouse and covered dependents through the end of the twelve (12) month period following Employee’s Separation Datecoverage. (dc) Nothing in this Agreement shall affect any rights that Employee may have under the Company's ’s qualified or nonqualified retirement planplans. If applicable, Employee may make appropriate election for distribution or payment of benefits, if any, from these plans according to their respective provisions. The Company agrees Otherwise, distribution or payment of benefits shall be made pursuant to pay employee the vested amount terms of the Lost Company Match in Employee’s NQ RSIP Account in a cash lump sum within fifteen (15) calendar days after the first business day of the seventh calendar month following the calendar month in which Employee separated from service (i.e., on or before October 15, 2015)such plans. (e) Employee may elect to convert any group life insurance coverage to an individual program within thirty (30) days of the Separation Date at the rates provided by the carrier, with conversion information provided in separate correspondence; provided that, notwithstanding anything to the contrary herein, in the event of such election, the Employee shall be solely responsible for all premiums and costs associated with such coverage. (f) The Company will provide Employee the opportunity to participate in outplacement assistance through a vendor selected by the Company, up to a maximum cost of $7,500.00. Employee must commence utilizing this outplacement service by June 30, 2015. (g) The Severance Payments and the payments set forth in Paragraph Nos. 3(b), 3(c), and 3(f) above shall be referred to collectively as the “Consideration Payments” in this Agreement. (h) The Company agrees to lift any restrictions on the sale of Employee’s stock held in her E-Trade and Computershare accounts and agrees that Employee may sell such stock, if otherwise permissible under applicable law, within fifteen (15) calendar days of the Effective Date of this Agreement. Employee warrants that she is not in possession of material, non-public information regarding the Company. (id) The Company will not take any action to contest employee's Employee’s receipt of unemployment compensation benefits in connection with the termination of Employee's ’s employment; provided, however, that it is mutually understood that that: (i) the Company shall respond truthfully to any inquiries from the state unemployment compensation authorities (i.e., identifying the Company will indicate that Employee was involuntarily terminated for business reasons Separation Benefits), and not for willful misconduct(ii) and unemployment compensation eligibility decisions are made by the state unemployment compensation authorities. (e) Employee acknowledges that the Separation Benefits represent consideration to Employee for the terms of this Agreement. Other than as expressly provided for herein, Employee shall receive no compensation or benefit from the Company after the Effective Date of this Agreement. In other words, Employee is not and shall not be entitled to any payment or other benefits other than the Separation Benefits. Employee also affirms that he has been paid and/or has received all compensation, wages, overtime, bonuses, incentive payments, equity payments, commissions, and/or benefits to which he may be entitled and that are payable through the Separation Date. Except as set forth in this Agreement, Employee agrees that he is not entitled to any additional payment or benefits from the Company including, but not limited to expense reimbursements, bonuses, commissions, wages, overtime payments, incentive payments, severance payments, stock options, attorneys’ fees, or any other compensation or benefit. (f) The Company’s obligation to pay the Separation Benefits is subject to Employee’s performance of his obligations under this Agreement. In the event that any of the Separation Benefits have been paid to Employee and it is determined that Employee has made any misrepresentations in this Agreement and/or otherwise breached any of his obligations as described or referenced in this Agreement or any other agreement between the parties including, but not limited to, any and all non-competition, non-solicitation and/or confidentiality obligations, then Employee shall repay all of the Separation Benefits to the Company upon request and the Company is excused from paying any future Separation Benefits.

Other Payments and Employee Benefits. (a) Group health, vision, and dental insurance, group term life insurance, and accidental death and dismemberment insurance, short and long-term disability coverage, flexible spending account, and 401(k) and/or plan, non-qualified retirement plan and pension plan participation participation, and any other fringe benefits associated with Employee’s employment with the Company shall cease as of the Separation Date, in accordance with the provisions of such plans. (b) The Company shall pay Employee the gross amount of $150,000, less applicable tax deductions and withholdings, representing payment for a 2015 annual incentive payment, payable within sixty (60) calendar days of the Effective Date of this Agreement. The Company shall also pay Employee the gross amount of $242,056.62, less applicable tax deductions and withholdings, representing payment for unvested long term incentive payments, payable within sixty (60) calendar days of the Effective Date of this Agreement. (c) After the Separation Date, Employee will become eligible to elect continuation of health care coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended ("COBRA"), with information regarding continuation rights provided in separate correspondence. If Employee elects to enter into this Agreement and makes a timely election of COBRA, then the Company agrees to pay the Employee’s health insurance COBRA premium for the Employee, her his spouse and covered dependents for up to the first twelve (12) months of such coverage and/or reimburse Employee for any direct payment of premiums, within fifteen (15) calendar days of submission of reasonable proof of payment. The Company's obligation, pursuant to this section, to pay COBRA premiums on behalf of Employee shall cease at such time that Employee secures comparable health insurance coverage from another source, including coverage from the employer of Employee's spouse. Employee agrees to promptly notify the Company in writing upon obtaining other health insurance coverage. In the event of Employee’s death prior to the expiration of the twelve (12) month period following the Employee’s Separation Date, the Company agrees to continue to pay the COBRA health insurance premiums for the Employee’s spouse and covered dependents through the end of the twelve (12) month period following Employee’s the Separation Date. (dc) Nothing in this Agreement shall affect any rights that Employee may have under the Company's qualified or nonqualified retirement planplans. If applicable, Employee may make appropriate election for distribution or payment of benefits, if any, from these plans according to their respective provisions. The Company agrees Otherwise, distribution or payment of benefits shall be made pursuant to pay employee the vested amount terms of the Lost Company Match in Employee’s NQ RSIP Account in a cash lump sum within fifteen (15) calendar days after the first business day of the seventh calendar month following the calendar month in which Employee separated from service (i.e., on or before October 15, 2015)such plans. (ed) Employee may elect to convert any group life insurance coverage to an individual program within thirty (30) days of the Separation Date at the rates provided by the carrier, with conversion information provided in separate correspondence; provided that, notwithstanding anything to the contrary herein, in the event of such election, the Employee shall be solely responsible for all premiums and costs associated with such coverage. (fe) The Company will provide Employee the opportunity to participate in outplacement assistance through a vendor selected by the Company, up to a maximum cost of $7,500.00. Employee must commence utilizing this outplacement service by June 30, 2015within six (6) months after the Separation Date and must conclude the use of this outplacement service within twelve (12) months after the Separation Date. (gf) The Severance Payments Payment, the Additional Payment, and the payments set forth in Paragraph Nos. 3(b), 3(c), ) and 3(f3(e) above shall be referred to collectively as the “Consideration Payments” in this Agreement. (h) The Company agrees to lift any restrictions on the sale of Employee’s stock held in her E-Trade and Computershare accounts and agrees that Employee may sell such stock, if otherwise permissible under applicable law, within fifteen (15) calendar days of the Effective Date of this Agreement. Employee warrants that she is not in possession of material, non-public information regarding the Company. (ig) The Company will not take any action to contest employee's receipt of unemployment compensation benefits in connection with the termination of Employee's employment; provided, however, that it is mutually understood that that: (i) the Company shall respond truthfully to any inquiries from the state unemployment compensation authorities (i.e., identifying the Company will indicate that Employee was involuntarily terminated for business reasons Consideration Payments in this Agreement, etc.), and not for willful misconduct(ii) and unemployment compensation eligibility decisions are made by the state unemployment compensation authorities.