Common use of Other Severance Payments Clause in Contracts

Other Severance Payments. During the Term of Employment, in the event that: (i) Executive’s employment is involuntarily terminated by the Company (except due to a “No Severance Benefits Event” (as defined in Section 6(e)), (ii) Executive’s employment is terminated due to his death or “Disability” (as defined in Section 6(e)), or (iii) Executive terminates his own employment hereunder for “Good Reason” (as defined in Section 6(e)), then in any such event under clause (i), (ii) or (iii), the following severance benefits shall be provided to Executive or, in the event of his death before receiving all such benefits, to his “Designated Beneficiary” (as defined in Section 6(e)) following his death: (1) The Company shall pay to Executive as additional compensation (the “Additional Payment”), an amount equal to three-fourths (0.75) times the sum of: (A) the Executive’s highest Base Salary as in effect at any time within 12 months before the Termination Date; plus (B) an amount determined by the Compensation Committee in its discretion based upon factors including its subjective evaluation of the Executive’s past and present job performance, the Company’s then-current cash position, and other factors deemed relevant to such determination by the Compensation Committee, with such amount to be in a range of from 0% to 50% of the annualized average of the Annual Bonuses paid or payable to the Executive for the three years immediately preceding the year in which the Termination Date occurs. Subject to application of Section 38 hereof, the Company shall make the Additional Payment to Executive in a cash lump sum payment, net of tax withholdings, within thirty (30) calendar days following the Termination Date. (2) The Company shall maintain continued group health plan coverage following the Termination Date under all plans subject to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) (as codified in Code Section 4980B) for Executive and his eligible spouse and dependents for the maximum period for which such qualified beneficiaries are eligible to receive COBRA coverage (the “Continuation Period”). For the initial nine (9) months of the Continuation Period (or, in the event of a termination of employment that requires payment of an Additional Payment described in Section 6(c) hereunder, then for the initial twelve (12) months of the Continuation Period), Executive (and his spouse and dependents) shall not be required to pay more for such COBRA coverage than is charged by the Company to its officers who are then in active service for the Company and receiving coverage under such plan and, therefore, the Company shall be responsible for paying the difference between the amount charged hereunder and the full COBRA premiums, which difference shall be additional compensation to Executive. Beginning with the tenth (10th) month of the Continuation Period (or, in the event of a termination of employment that requires payment of an Additional Payment described in Section 6(c) hereunder, beginning with the thirteenth (13th) month of the Continuation Period) and continuing thereafter for the duration of the Continuation Period, Executive shall be responsible for payment of full COBRA premiums without contribution by the Company. In all other respects, Executive (and his spouse and dependents) shall be treated the same as other COBRA qualified beneficiaries under the terms of such plans and the requirements of COBRA. In the event of any change to a group health plan following the Termination Date, Executive and his spouse and dependents, as applicable, shall be treated consistently with the then-current officers of the Company with respect to the terms and conditions of coverage and other substantive provisions of the plan. Executive and his spouse hereby agree to acquire and maintain any and all coverage that either or both of them are entitled to at any time under a group health plan maintained by a successor employer of Executive or under the Medicare program or any similar program of the United States or any agency thereof. (3) The Executive’s service requirements under all Company stock option and incentive award plans shall automatically be deemed satisfied, and the Executive shall automatically become 100% vested on his Termination Date in all grant shares and incentive awards. (4) For purposes of clarity, in the event that (i) Executive voluntarily resigns or otherwise voluntarily terminates his own employment hereunder, except for Good Reason or due to his death or Disability (as such terms are defined in Section 6(e)), or (ii) Executive’s employment is terminated due to a No Severance Benefits Event (as defined in Section 6(e)), then, in either such event under clause (i) or (ii), the Company shall have no obligation to provide the severance benefits described in paragraphs (1), (2) and (3) (above) of this Section 6(b), except to offer COBRA coverage (as required by COBRA law) but not at the special discounted rate described in paragraph (2). Executive shall still be entitled to the severance benefits provided under Section 6(a) in any event. The severance payments provided under this Agreement shall supersede and replace any severance payments under any severance pay plan or policy that the Company or any Affiliate maintains for employees generally.

Other Severance Payments. During In the event that during the Term of Employment, in the event that: Employment (i) ExecutiveEmployee’s employment is involuntarily terminated by the Company (except due to a “No Severance Benefits Event” (as defined in Section 6(e)), (ii) ExecutiveEmployee’s employment is terminated due to his death or “Disability” or “Retirement” (as such terms are defined in Section 6(e)), or (iii) Executive Employee terminates his own employment hereunder for “Good Reason” (as defined in Section 6(e)), then in any such event under clause (i), (ii) or (iii), the following severance benefits shall be provided to Executive Employee or, in the event of his death before receiving all such benefits, to his “Designated Beneficiary” (as defined in Section 6(e)) following his death: (1) The Company shall pay to Executive Employee as additional compensation (the “Additional Payment”), an amount equal to three-fourths two (0.752) times the sum of: (A) the ExecutiveEmployee’s highest Base Salary as in effect at any time within 12 months before the Termination Date; plus (B) an amount determined by equal to the Compensation Committee in its discretion based upon factors including its subjective evaluation of the Executive’s past and present job performance, the Company’s then-current cash position, and other factors deemed relevant to such determination by the Compensation Committee, with such amount to be in a range of from 0% to 50% of the annualized annual average of the Annual Bonuses annual bonuses (includes any incentive cash compensation) paid or payable to the Executive Employee by the Company and any Subsidiary for the three fiscal years of the Company immediately preceding the fiscal year in which the Termination Date occurs, but not less than the greater of (a) Employee’s highest annual Target Bonus during any of these three preceding fiscal years or (b) the Employee’s Target Bonus for the fiscal year in which the Termination Date occurs. Subject For clause (B) (above) of this definition: (a) the calculation of the average of the annual bonuses of the Employee shall include a fiscal year during which the Employee was employed by the Company and was a participant in a bonus or incentive cash compensation plan even if the Employee did not earn any bonus or incentive cash compensation for that fiscal year; (b) the bonus or incentive cash compensation paid or payable to application the Employee for only part of Section 38 hereof, a fiscal year of the Company shall be annualized (on the same basis as the one on which the bonus or compensation was prorated) for that fiscal year to calculate the average; and (c) the “targeted bonus” for the fiscal year of the Company in which the Termination Date occurs shall be the amount identified as a “target” by the Board (or the committee thereof that administers the bonus or incentive cash compensation plan) for the Employee. The Company shall make the Additional Payment to Executive Employee in a cash lump sum payment, net of tax withholdings, within thirty on the sixtieth (3060th) calendar days day following the Termination Date. (2) The Company shall maintain continued group health plan coverage following the Termination Date under all plans subject to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) (as codified in Code Section 4980B) 4980B and Part 6 of Subtitle B of Title I of ERISA), for Executive Employee and his eligible spouse and dependents for the maximum period for which such qualified beneficiaries are eligible to receive COBRA coverage (the “Continuation Period”)coverage. For the initial nine (9) months of the Continuation Period (orHowever, in the event of a termination of employment that requires payment of an Additional Payment described in Section 6(c) hereunder, then for the initial twelve (12) months of the Continuation Period), Executive Employee (and his spouse and dependents) shall not be required to pay more for such COBRA coverage than is charged by the Company to its officers who are then in active service for the Company and receiving coverage under such plan and, therefore, the Company shall be responsible for paying the difference between the amount charged hereunder and the full COBRA premiums, which difference shall be additional compensation to Executive. Beginning with the tenth (10th) month of the Continuation Period (or, in the event of a termination of employment that requires payment of an Additional Payment described in Section 6(c) hereunder, beginning with the thirteenth (13th) month of the Continuation Period) and continuing thereafter for the duration of the Continuation Period, Executive shall be responsible for payment of full COBRA premiums without contribution by the Company. In all other respects, Executive Employee (and his spouse and dependents) shall be treated the same as other COBRA qualified beneficiaries under the terms of such plans and the requirements provisions of COBRA. In the event of any change to a group health plan following the Termination Date, Executive Employee and his spouse and dependents, as applicable, shall be treated consistently with the then-current officers of the Company with respect to the terms and conditions of coverage and other substantive provisions of the plan. Executive Employee and his spouse hereby agree to acquire and maintain any and all coverage that either or both of them are entitled to at any time under a group health plan maintained by a successor employer of Executive or during their lives under the Medicare program or any similar program of the United States or any agency thereof. (3) The Executive’s service requirements under all Company stock option . Employee and incentive award plans shall automatically be deemed satisfied, and the Executive shall automatically become 100% vested on his Termination Date in all grant shares and incentive awards. (4) spouse further agree to pay any required premiums for Medicare coverage from their personal funds. For purposes of clarity, in the event that (i) Executive Employee voluntarily resigns or otherwise voluntarily terminates his own employment hereunderemployment, except for Good Reason or due to his death death, Disability or Disability Retirement (as such terms are defined in Section 6(e)), or (ii) ExecutiveEmployee’s employment is terminated due to a No Severance Benefits Event (as defined in Section 6(e)), then, in either such event under clause (i) or (ii), the Company shall have no obligation to provide the severance benefits described in paragraphs (1), (2) and (32) (above) of this Section 6(b), except to offer COBRA coverage (as required by COBRA law) but not at the special discounted rate described in paragraph (2). Executive Employee shall still be entitled to the severance benefits provided under Section 6(a) in any event). The severance payments provided under this Agreement or the Change in Control Agreement shall supersede and replace any severance payments under any severance pay plan or policy that the Company or any Affiliate maintains for employees generally.

Other Severance Payments. During the Term of Employment, in the event that: that (i) Executive’s employment is involuntarily terminated by the Company (except due to a “No Severance Benefits Event” (as defined in Section 6(e6(f)), (ii) Executive’s employment is terminated due to his death or “Disability” (as defined in Section 6(e6(f)), or (iii) Executive terminates his own employment hereunder for “Good Reason” (as defined in Section 6(e6(f)), then in any such event under clause (i), (ii) or (iii), the following severance benefits shall be provided to Executive or, in the event of his death before receiving all such benefits, to his “Designated Beneficiary” (as defined in Section 6(e6(f)) following his death: (1) The Company shall pay to Executive as additional compensation (the “Additional Payment”), an amount equal to three-fourths one (0.751) times the sum of: (A) the Executive’s highest Base Salary as in effect at any time within 12 months before the Termination Date; plus (B) an amount determined by the Compensation Committee in its discretion based upon factors including its subjective evaluation of the Executive’s past and present job performance, the Company’s then-current cash position, and other factors deemed relevant to such determination by the Compensation Committee, with such amount to be in a range of from 0% to 50% of the annualized average of the Annual Bonuses paid or payable to the Executive for the three years immediately preceding the year in which the Termination Date occurs. Subject to application of Section 38 hereof, the Company shall make the Additional Payment to Executive in a cash lump sum payment, net of tax withholdings, within thirty (30) calendar days following the Termination Date. (2) The Company shall maintain continued group health plan coverage following the Termination Date under all plans subject to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) (as codified in Code Section 4980B) for Executive and his eligible spouse and dependents for the maximum period for which such qualified beneficiaries are eligible to receive COBRA coverage (the “Continuation Period”). For the initial nine twelve (912) months of the Continuation Period (or, in the event of a termination of employment that requires payment of an Additional Payment described in Section 6(c) hereunder, then for the initial twelve eighteen (1218) months of the Continuation Period), Executive (and his spouse and dependents) shall not be required to pay more for such COBRA coverage than is charged by the Company to its officers who are then in active service for the Company and receiving coverage under such plan and, therefore, the Company shall be responsible for paying the difference between the amount charged hereunder and the full COBRA premiums, which difference shall be additional compensation to Executive. Beginning with the tenth thirteenth (10th13th) month of the Continuation Period (or, in the event of a termination of employment that requires payment of an Additional Payment described in Section 6(c) hereunder, beginning with the thirteenth nineteenth (13th19th) month of the Continuation Period) and continuing thereafter for the duration of the Continuation Period, if any, Executive shall be responsible for payment of full COBRA premiums without contribution by the Company. In all other respects, Executive (and his spouse and dependents) shall be treated the same as other COBRA qualified beneficiaries under the terms of such plans and the requirements of COBRA. In the event of any change to a group health plan following the Termination Date, Executive and his spouse and dependents, as applicable, shall be treated consistently with the then-current officers of the Company with respect to the terms and conditions of coverage and other substantive provisions of the plan. Executive and his spouse hereby agree to acquire and maintain any and all coverage that either or both of them are entitled to at any time under a group health plan maintained by a successor employer of Executive or under the Medicare program or any similar program of the United States or any agency thereofExecutive. (3) The Executive’s service requirements under all Company stock option and incentive award plans shall automatically be deemed satisfied, and the Executive shall automatically become 100% vested on his Termination Date in all grant shares and incentive awards. (4) For purposes of clarity, in the event that (i) Executive voluntarily resigns or otherwise voluntarily terminates his own employment hereunder, except for Good Reason or due to his death or Disability (as such terms are defined in Section 6(e6(f)), or (ii) Executive’s employment is terminated due to a No Severance Benefits Event (as defined in Section 6(e6(f)), then, in either such event under clause (i) or (ii), the Company shall have no obligation to provide the severance benefits described in paragraphs (1), (2) and (32) (above) of this Section 6(b), except to offer COBRA coverage (as required by COBRA law) but not at the special discounted rate described in paragraph (2). Executive shall still be entitled to the severance benefits provided under Section 6(a) in any event. (4) Any stock option, restricted stock, restricted stock unit, warrant, stock appreciation right, or other equity-based compensation previously awarded to Executive will vest upon the Termination Date. Each stock option will remain exercisable for one (1) year after the Termination Date, subject to the earlier expiration of the term of such stock option. All other equity and other LTC Program awards shall be governed by the applicable terms of award under which they were granted. (5) The severance payments provided under this Agreement shall supersede and replace any severance payments under any severance pay plan or policy that the Company or any Affiliate maintains for employees generally.

Other Severance Payments. During In the event that during the Term of Employment, in the event that: Employment (i) Executive’s 's employment is involuntarily terminated by the Company for any reason (except due to a “"No Severance Benefits Event” " (as defined in Section 6(e6(d)), (ii) Executive’s employment is terminated including, without limitation, due to his death death, "Disability" or “Disability” "Retirement" (as such terms are defined in Section 6(e6(d)), or (iiiii) Executive terminates his own employment hereunder for “"Good Reason” " (as defined in Section 6(e6(d)), then in any either such event under clause (i), (ii) or (iiiii), the following severance benefits shall be provided to Executive or, in the event of termination due to his death before receiving all such benefits, to his “"Designated Beneficiary” " (as defined in Section 6(e6(d)) following his death: (1) The Company shall pay to Executive as additional compensation (the “"Additional Payment”"), an amount which is equal to three-fourths "Total Cash" (0.75defined below). "Total Cash" means the sum which equals (x) plus (y). For this purpose, (x) equals three times the sum of: (A) the of Executive’s highest 's annual Base Salary (as in effect at any time within 12 months before the immediately prior to his Termination Date; plus ) plus Executive's current annual incentive target Bonus (BSection 2(b)) an amount determined by the Compensation Committee in its discretion based upon factors including its subjective evaluation of the Executive’s past and present job performance, the Company’s then-current cash position, and other factors deemed relevant to such determination by the Compensation Committee, with such amount to be in a range of from 0% to 50% of the annualized average of the Annual Bonuses paid or payable to the Executive for the three years immediately preceding the full year in which the Termination Date occurstermination of employment occurred; provided, if the Executive shall have been paid or become entitled to a Special Bonus within the 24 months preceding a termination of employment, (x) shall equal one (1) times such sum. Subject For this purpose, (y) is a cash amount equal to application of Section 38 hereof, 1.50 times the aggregate direct benefits costs that the Company would incur if it were to provide the employee benefits (as defined in Section 5(b)) to Executive (and his covered dependents as applicable), except for the group health plan coverage described in Section 6(b)(2)below, for a period of two (2) years following the Termination Date. The Company, in its discretion, shall make the Additional Payment to Executive either (i) in a cash lump sum payment, net of tax withholdings, within thirty not later than sixty (3060) calendar days following the Termination Date. (2) The Company shall maintain continued group health plan coverage following the Termination Date under all plans subject to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) (as codified in Code Section 4980B) for Executive and his eligible spouse and dependents for the maximum period for which such qualified beneficiaries are eligible to receive COBRA coverage (the “Continuation Period”). For the initial nine (9) months of the Continuation Period (or, in the event of a termination of employment that requires payment of an Additional Payment described in Section 6(c) hereunder, then for the initial twelve (12) months of the Continuation Period), Executive (and his spouse and dependents) shall not be required to pay more for such COBRA coverage than is charged by the Company to its officers who are then in active service for the Company and receiving coverage under such plan and, therefore, the Company shall be responsible for paying the difference between the amount charged hereunder and the full COBRA premiums, which difference shall be additional compensation to Executive. Beginning with the tenth (10th) month of the Continuation Period (or, in the event of a termination of employment that requires payment of an Additional Payment described in Section 6(c) hereunder, beginning with the thirteenth (13th) month of the Continuation Period) and continuing thereafter for the duration of the Continuation Period, Executive shall be responsible for payment of full COBRA premiums without contribution by the Company. In all other respects, Executive (and his spouse and dependents) shall be treated the same as other COBRA qualified beneficiaries under the terms of such plans and the requirements of COBRA. In the event of any change to a group health plan following the Termination Date, Executive and his spouse and dependents, as applicable, shall be treated consistently with the then-current officers of the Company with respect to the terms and conditions of coverage and other substantive provisions of the plan. Executive and his spouse hereby agree to acquire and maintain any and all coverage that either or both of them are entitled to at any time under a group health plan maintained by a successor employer of Executive or under the Medicare program or any similar program of the United States or any agency thereof. (3) The Executive’s service requirements under all Company stock option and incentive award plans shall automatically be deemed satisfied, and the Executive shall automatically become 100% vested on his Termination Date in all grant shares and incentive awards. (4) For purposes of clarity, in the event that (i) Executive voluntarily resigns or otherwise voluntarily terminates his own employment hereunder, except for Good Reason or due to his death or Disability (as such terms are defined in Section 6(e)), or (ii) Executive’s employment is terminated due to in substantially equal monthly installment payments over a No Severance Benefits Event 24-month period beginning within 30 days of the Termination Date including credited interest on the unpaid balance at six percent (as defined in Section 6(e)), then, in either such event under clause (i6%) or (ii), the Company shall have no obligation to provide the severance benefits described in paragraphs (1), (2) and (3) (above) of this Section 6(b), except to offer COBRA coverage (as required by COBRA law) but not at the special discounted rate described in paragraph (2). Executive shall still be entitled to the severance benefits provided under Section 6(a) in any event. The severance payments provided under this Agreement shall supersede and replace any severance payments under any severance pay plan or policy that the Company or any Affiliate maintains for employees generallyper annum.

Other Severance Payments. During the Term of Employment, in the event that: (i) Executive’s employment is involuntarily terminated by the Company (except due to a “No Severance Benefits Event” (as defined in Section 6(e)), (ii) Executive’s employment is terminated due to his death or “Disability” (as defined in Section 6(e)), or (iii) Executive terminates his own employment hereunder for “Good Reason” (as defined in Section 6(e)), then in any such event under clause (i), (ii) or (iii), the following severance benefits shall be provided to Executive or, in the event of his death before receiving all such benefits, to his “Designated Beneficiary” (as defined in Section 6(e)) following his death: (1) The Company shall pay to Executive as additional compensation (the “Additional Payment”), an amount equal to threeone-fourths half (0.750.5) times the sum of: (A) the Executive’s highest Base Salary as in effect at any time within 12 months before the Termination Date; plus (B) an amount determined by the Compensation Committee in its discretion based upon factors including its subjective evaluation of the Executive’s past and present job performance, the Company’s then-current cash position, and other factors deemed relevant to such determination by the Compensation Committee, with such amount to be in a range of from 0% to 50% of the annualized average of the Annual Bonuses paid or payable to the Executive for the three years immediately preceding the year in which the Termination Date occurs. Subject to application of Section 38 hereof, the Company shall make the Additional Payment to Executive in a cash lump sum payment, net of tax withholdings, within thirty (30) calendar days following the Termination Date. (2) The Company shall maintain continued group health plan coverage following the Termination Date under all plans subject to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) (as codified in Code Section 4980B) for Executive and his eligible spouse and dependents for the maximum period for which such qualified beneficiaries are eligible to receive COBRA coverage (the “Continuation Period”). For the initial nine six (96) months of the Continuation Period (or, in the event of a termination of employment that requires payment of an Additional Payment described in Section 6(c) hereunder, then for the initial twelve nine (129) months of the Continuation Period), Executive (and his spouse and dependents) shall not be required to pay more for such COBRA coverage than is charged by the Company to its officers who are then in active service for the Company and receiving coverage under such plan and, therefore, the Company shall be responsible for paying the difference between the amount charged hereunder and the full COBRA premiums, which difference shall be additional compensation to Executive. Beginning with the tenth seventh (10th7th) month of the Continuation Period (or, in the event of a termination of employment that requires payment of an Additional Payment described in Section 6(c) hereunder, beginning with the thirteenth tenth (13th10th) month of the Continuation Period) and continuing thereafter for the duration of the Continuation Period, Executive shall be responsible for payment of full COBRA premiums without contribution by the Company. In all other respects, Executive (and his spouse and dependents) shall be treated the same as other COBRA qualified beneficiaries under the terms of such plans and the requirements of COBRA. In the event of any change to a group health plan following the Termination Date, Executive and his spouse and dependents, as applicable, shall be treated consistently with the then-current officers of the Company with respect to the terms and conditions of coverage and other substantive provisions of the plan. Executive and his spouse hereby agree to acquire and maintain any and all coverage that either or both of them are entitled to at any time under a group health plan maintained by a successor employer of Executive or under the Medicare program or any similar program of the United States or any agency thereof. (3) The Executive’s service requirements under all Company stock option and incentive award plans shall automatically be deemed satisfied, and the Executive shall automatically become 100% vested on his Termination Date in all grant shares and incentive awards. (4) For purposes of clarity, in the event that (i) Executive voluntarily resigns or otherwise voluntarily terminates his own employment hereunder, except for Good Reason or due to his death or Disability (as such terms are defined in Section 6(e)), or (ii) Executive’s employment is terminated due to a No Severance Benefits Event (as defined in Section 6(e)), then, in either such event under clause (i) or (ii), the Company shall have no obligation to provide the severance benefits described in paragraphs (1), (2) and (3) (above) of this Section 6(b), except to offer COBRA coverage (as required by COBRA law) but not at the special discounted rate described in paragraph (2). Executive shall still be entitled to the severance benefits provided under Section 6(a) in any event. The severance payments provided under this Agreement shall supersede and replace any severance payments under any severance pay plan or policy that the Company or any Affiliate maintains for employees generally.

Other Severance Payments. During Under the Term terms of Employmentparagraphs 6(b)(1)-6(b)(3) of the Employment Agreement, in the event that: Company will provide to Executive the following: (i) Executive’s employment is involuntarily terminated by the Company (except due to a “No Severance Benefits Event” (as defined in Section 6(e))cash payment of $112,500.00, (ii) Executive’s employment is terminated due to his death or “Disability” (as defined in Section 6(e)), or (iii) Executive terminates his own employment hereunder for “Good Reason” (as defined in Section 6(e)), then in any such event under clause (i), (ii) or (iii), the following severance benefits shall be provided to Executive or, in the event of his death before receiving all such benefits, to his “Designated Beneficiary” (as defined in Section 6(e)) following his death: (1) The Company shall pay to Executive as which represents additional compensation (the “Additional Payment”), an amount equal to threeone-fourths half (0.750.5) times the sum of: (A) of the Executive’s highest Base Salary base salary as in effect at any time within 12 months before the Termination Date; plus (B) an amount determined by the Compensation Committee in its discretion based upon factors including its subjective evaluation of the Executive’s past and present job performance, the Company’s then-current cash position, and other factors deemed relevant to such determination by the Compensation Committee, with such amount to be in a range of from 0% to 50% of the annualized average of the Annual Bonuses paid or payable to the Executive for the three years immediately preceding the year in which the Termination Date occurs. Subject to application of Section 38 hereof, the Company shall make the Additional Payment to Executive in a cash lump sum payment, net of tax withholdings, within thirty (30) calendar days following the Termination Date. (2) The Company shall maintain continued group health plan coverage following the Termination Date under all plans subject to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) (as codified in Code Section 4980B) for Executive and his eligible spouse and dependents for the maximum period for which such qualified beneficiaries are eligible to receive COBRA coverage (the “Continuation Period”). For the initial nine (9) months of the Continuation Period (or, in the event of a termination of employment that requires payment of an Additional Payment described in Section 6(c) hereunder, then for the initial twelve (12) months of before the Continuation PeriodEffective Date, less amounts for federal income tax and other employment-related withholdings (the “Additional Severance Payment”), Executive payable in five installments, subject to the terms of Paragraph 12 herein, as follows: (A) May 29, 2009: $12,500.00; (B) June 30, 2009: $25,000.00; (C) July 31, 2009: $25,000.00; (D) August 31, 2009: $25,000.00; and his spouse and dependents(E) shall not be required September 30, 2009: $25,000.00; (ii) an amount equal to pay more for such COBRA coverage than is charged by the Company to its officers who are then in active service for the Company and receiving coverage under such plan and, therefore, the Company shall be responsible for paying the difference between the amount charged hereunder and the full COBRA premiums, which difference shall be additional compensation to Executive. Beginning with premium less the tenth (10th) month premium paid by active employees of the Continuation Period Company for the same level of coverage, provided such Executive elects to purchase COBRA continuation coverage. Such payments shall commence on the Effective Date of this Agreement and end on the earliest of (or, in i) the event last day of a termination the sixth month following the Effective Date; (ii) the date Executive obtains employment with another entity under which Executive is offered and becomes eligible to receive health insurance coverage as an employee; (iii) the date Executive breaches the terms of employment this Agreement; or (iv) the date Executive (or Executive’s eligible dependents) ceases to be eligible for COBRA continuation coverage under the applicable plans. Executive understands and agrees that requires Executive will be solely responsible for the payment of an Additional Payment described in Section 6(c) hereunder, beginning with the thirteenth (13th) month of the Continuation Period) COBRA premiums. Executive acknowledges and continuing thereafter for the duration of the Continuation Period, Executive shall be agrees that he is solely responsible for payment of full reading, understanding, making all elections or requests and providing all notices required under any and all COBRA premiums without contribution continuation coverage notices provided to him by the Company. The Company will provide Executive with a separate COBRA notice and election form. Executive understands that a failure to timely pay such COBRA premiums will result in a loss of continuation coverage under the applicable plans. Any benefits provided under this Paragraph 1(b)(ii) to Executive or Executive’s dependents shall be modified to the extent benefits under the applicable plans are modified for active employees of the Company, and the Company reserves the right to amend, terminate or modify the applicable plans at any time. In connection with the foregoing, Executive has been advised to consult with his own tax advisor regarding his eligibility for and the advisability of requesting to be determined to be eligible to pay the reduced COBRA premium under the American Recovery and Reinvestment Act of 2009 (“ARRA”). Executive should review the separate COBRA notice the Company is providing to him to learn more about the reduced COBRA premium under ARRA. The reduced COBRA premium may last for up to nine months of COBRA continuation coverage. If Executive applies for a determination to be eligible to pay the reduced COBRA premium, he must complete and return the form entitled “Request to be Treated as an Assistance Eligible Individual.” Aside from this COBRA benefit, Executive understands that all other respects, Executive (and his spouse and dependents) shall be treated the same benefit plan rights will terminate with Executive’s termination as other COBRA qualified beneficiaries under the terms of such plans and the requirements of COBRA. In the event of any change to a group health plan following the Termination Date, Executive and his spouse and dependents, as applicable, shall be treated consistently with the then-current officers of the Company with respect to the terms and conditions of coverage and other substantive provisions of the plan. Executive and his spouse hereby agree to acquire and maintain any and all coverage that either or both of them are entitled to at any time under a group health plan maintained by a successor employer of Executive or under the Medicare program or any similar program of the United States or any agency thereof.Effective Date; and (3iii) The Executive’s service requirements under all Company stock option and incentive award plans shall automatically be deemed satisfied, and the Executive shall automatically become 100% vested on his Termination the Effective Date in all grant shares and incentive awards. (4) For purposes of clarityawards to which he is entitled, in the event that (i) as provided on Schedule II attached hereto. Severance Payments and other benefits provided to Executive voluntarily resigns or otherwise voluntarily terminates his own employment hereunder, except for Good Reason or due to his death or Disability (as such terms are defined in Section 6(e)), or (ii) Executive’s employment is terminated due to a No Severance Benefits Event (as defined in Section 6(e)), then, in either such event under clause (i) or (ii), by the Company shall have no obligation pursuant to provide the severance benefits described in paragraphs (1), (2) and (3) (above) of this Section 6(b), except to offer COBRA coverage (as required by COBRA law) but not at the special discounted rate described in paragraph (2). Executive shall still be entitled to the severance benefits provided under Section 6(a) in any event. The severance payments provided under this Agreement shall supersede be deemed to be in lieu of any other amounts or benefits to which Executive may be entitled under the Employment Agreement. Executive understands and replace any severance payments agrees that under any severance pay plan or policy that the Company or any Affiliate maintains for employees generallyterms of this Agreement, he is receiving greater benefits than those to which he would otherwise be entitled under the Employment Agreement.