Common use of Payments and Benefits Clause in Contracts

Payments and Benefits. If the Executive’s Termination Date occurs as the result of a Covered Termination, the Executive shall be entitled to the following payments and benefits: (a) The Executive will be entitled to a payment equal to two times the Executive’s annual base salary in effect immediately prior to the Change in Control (without regard to any reduction thereof in contemplation of the Change in Control). (b) The Executive will be entitled to a payment equal to two times the Executive’s target bonus, at his target bonus rate in effect immediately prior to the Change in Control (without regard to any reduction thereof in contemplation of the Change in Control). (c) For the two year period following the Termination Date, the Executive shall be entitled to receive continuing group medical coverage for himself and his dependents (on a non-taxable basis, including if necessary, payment of any gross-up payments necessary to result in net non-taxable benefits), which coverage is not materially less favorable to the Executive than the group medical coverage which was provided to the Executive by the Company or its affiliates immediately prior to the Change in Control. To the extent applicable and to the extent permitted by law, any continuing coverage provided to the Executive and/or his dependents pursuant to this subparagraph (c) shall be considered part of, and not in addition to, any coverage required under COBRA. (d) The Executive will be provided with professional outplacement services for a period of not more than 12 months following the Termination Date, at a level customary for an executive, to be provided by a firm mutually acceptable to the Company and the Executive. Subject to the terms and conditions of this Agreement, payments pursuant to subparagraphs (a) and (b) next above shall be made in substantially equal monthly installments beginning within five days following the Termination Date. To the extent that the Company is required to make any gross-up payments to the Executive in order to provide the benefits described in subparagraph (c) on a non-taxable basis, such payments shall be made in the month that the Executive otherwise has taxable income as a result of such benefits, but in no event later than the end of the year in which the Executive pays the related taxes.

Payments and Benefits. If the In consideration for Executive’s Termination Date occurs as execution of this Agreement, but subject to the result terms of a Covered Terminationthis Agreement, the Company agrees to provide to Executive shall be entitled to the following payments and benefits: (a) The Executive will receive payments totaling $312,500.00 per month, less tax withholding and other legally allowed deductions, paid in accordance with the Company’s regular payroll practices, for a period of twenty four (24) months, commencing on the sixtieth (60th) day following his Resignation Date (“Resignation Payment Period”), provided that (i) on the Resignation Date (or within five (5) days thereafter) Executive executes and returns to the Company a complete release covering the period commencing on the date Executive executes this Agreement and ending on the Resignation Date in the form set forth in Exhibit B, which is incorporated herein by reference (the Resignation Date Release) and (ii) Executive does not revoke said release with respect to claims under the Age Discrimination in Employment Act of 1967, as amended within the seven-day period following its execution. The total amount of payments made under this paragraph shall be entitled to a payment equal to two times the $7,500,000.00 (“Resignation Payments”). Executive’s annual base salary in effect immediately prior to the Change in Control (without regard to any reduction thereof in contemplation receipt of the Change Resignation Payments is also conditioned upon him using his best efforts, through the Resignation Date, to assist the Company in Control)securing a suitable successor to his position and providing the services necessary to affect a smooth and efficient transition of his duties to his successor, all as determined in the Company’s sole discretion. (b) The Following his Resignation Date, Executive will receive continuation of health insurance coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”). The cost of such coverage will be entitled borne by the Company in a manner that does not adversely affect its medical plan or otherwise result in adverse tax consequences determined in its sole discretion. Thereafter, the Company shall provide Executive health insurance coverage that is reasonably comparable to the coverage provided under its medical plan at such time, under an insurance policy issued by the insurer who then administers or provides the benefits under the Company’s medical plan until he attains age 65, to the extent that the Company determines in its reasonable judgment that maintaining such a payment equal plan or insurance policy would not adversely affect its medical plan or the benefits paid thereunder or would result in penalties under Public Health Service Act section 2716 or related provisions of the Internal Revenue Code (“Code”) or the Employee Retirement Income Security Act. The foregoing payments and benefits will be provided in a manner exempt from or consistent with Code Section 409A, and to two times the extent such payments are taxable to Executive, Executive shall be grossed up accordingly. Executive’s target bonus, at his target bonus rate in effect immediately prior right to the Change in Control (without regard to any reduction thereof in contemplation foregoing payments and benefits shall terminate as of the Change date on which reasonably comparable health insurance is made available to Executive by a subsequent employer, including the Company, or through the employment of his spouse, if any. Continued coverage under COBRA will be subject to the terms of the relevant welfare plans and in Controlaccordance with the Company’s policies applicable to similarly situated employees, as amended from time to time. Executive will not be eligible to continue active participation in any other Company benefit plan or program, including but not limited to long-term incentive compensation, 401(k), or any other plan. Details about specific plan coverages will be provided separately. (c) For Executive will receive treatment of his equity holdings as described in Exhibit C and subject to paragraph 5. The treatment with respect to Executive’s equity holdings pursuant to Exhibit C that is more favorable than the two year period following treatment to which he would otherwise have been entitled under the Termination Management Stockholder’s Agreement, Incentive Plan for Key Employees of First Data Corporation, Sale Participation Agreement and Stock Option Agreement shall be known as the “Equity Treatment.” (d) In the event of Executive’s death during the Resignation Payment Period, the remaining Resignation Payments will be paid to Executive’s estate, and the Equity Treatment will remain intact. In the event of Executive’s death or Disability (as defined in the Employment Agreement) before the Resignation Date, the Executive shall be entitled to receive continuing group medical coverage for himself the payments and his dependents (on a non-taxable basis, including if necessary, benefits under the Employment Agreement rather than to any payment of any gross-up payments necessary to result in net non-taxable benefits), which coverage is not materially less favorable to the Executive than the group medical coverage which was provided to the Executive by the Company or its affiliates immediately prior to the Change in Control. To the extent applicable and to the extent permitted by law, any continuing coverage provided to the Executive and/or his dependents pursuant to this subparagraph (c) shall be considered part of, and not in addition to, any coverage required benefit under COBRA. (d) The Executive will be provided with professional outplacement services for a period of not more than 12 months following the Termination Date, at a level customary for an executive, to be provided by a firm mutually acceptable to the Company and the Executive. Subject to the terms and conditions of this Agreement, payments pursuant to subparagraphs (a) and (b) next above this Agreement shall be made in substantially equal monthly installments beginning within five days following the Termination Date. To the extent that the Company is required to make any gross-up payments to the Executive in order to provide the benefits described in subparagraph (c) on a non-taxable basis, such payments shall be made in the month that the Executive otherwise has taxable income as a result of such benefits, but in no event later than the end of the year in which the Executive pays the related taxesterminate.

Payments and Benefits. If In the Executive’s Termination Date occurs as the result of event that Executive suffers a Covered Termination, then at the Executive shall be entitled to the following payments and benefits: (a) The Executive will be entitled time of a closing with respect to a payment equal to two times the Executive’s annual base salary in effect immediately prior to the Change in Control (without regard to any reduction thereof in contemplation of the Change in Control). , subject to receipt by the Company of an executed release in the form attached hereto as Exhibit A, and so long as Executive makes a timely election of continuation coverage for himself or his dependants available under applicable law under the medical plans of the Company or any Successor Entity, and so long as Executive (bbecause of such new employment) The is not eligible for benefits under another medical plan, the Company shall pay directly, or reimburse Executive will be entitled for the cost of, the premiums for such continuation coverage for the lesser of (i) the period Executive or his dependants are legally eligible for and continue such continuation coverage or (ii) the number of months of severance pay paid to Executive in accordance with Exhibit B hereto. In the event that Executive suffers a Covered Termination, subject to receipt by the Company of an executed release in the form attached hereto as Exhibit A, the Company shall use its reasonable best efforts to complete all administrative matters to allow it to pay to the Executive the severance payment described on Exhibit B hereto at the time of a closing with respect to a payment equal to two times the Executive’s target bonus, at his target bonus rate in effect immediately prior to the Change in Control (without regard to any reduction thereof in contemplation of the Change in Control). (c) For the two year period following the Termination Date, the Executive shall be entitled to receive continuing group medical coverage for himself and his dependents (on a non-taxable basis, including if necessary, payment of any gross-up payments necessary to result in net non-taxable benefits), which coverage is not materially less favorable to the Executive than the group medical coverage which was provided to the Executive by the Company or its affiliates immediately prior to the Change in Control. To the extent applicable and to the extent permitted by law, any continuing coverage provided to the Executive and/or his dependents pursuant to this subparagraph (c) shall be considered part of, and not in addition to, any coverage required under COBRA. (d) The Executive will be provided with professional outplacement services for a period of not more than 12 months following the Termination Date, at a level customary for an executive, to be provided by a firm mutually acceptable to the Company and the Executive. Subject to the terms and conditions of this Agreement, payments pursuant to subparagraphs (a) and (b) next above shall be made in substantially equal monthly installments beginning within five days following the Termination Date. To the extent that the Company is required to make any gross-up payments to the Executive in order to provide the benefits described in subparagraph (c) on a non-taxable basis, such payments shall be made in the month that the Executive otherwise has taxable income as a result of such benefits, but in no event later than the end 15 days after such a closing. The Company may satisfy any obligation to make payments hereunder in cash, in securities of the year in which Company or any Successor Entity, or a combination thereof, but only if such securities are tradable by the public on a national market or exchange free of any restriction. For the avoidance of doubt, the parties intend that if the Executive pays becomes employed by any entity (including the Company or its successor entity) or a Developers Diversified Realty Corporation-related taxesentity, that no COBRA benefits shall be paid or due; provided, however, that such benefit shall be due and payable during the time the Executive is not eligible to participate in another medical plan.