Common use of Payments/Benefits Clause in Contracts

Payments/Benefits. In no event will the Company involuntarily terminate the Executive’s employment for any reason other than death, disability or Cause for a period of one (1) year after the occurrence of a Change in Control event. In the event of: (i) an involuntary termination of Executive's employment by the Company for any reason other than Cause, death, or Disability, or (ii) Executive's resignation for Good Reason, Executive shall be entitled to the following benefits: (i) 2.5 times the sum of Annual Base Salary and Target Bonus, paid in a single lump sum cash payment on or before the sixtieth (60th) day following Executive's Termination Date. Annual Base Salary shall mean: Executive's Annual Base Salary immediately prior to Executive’s Termination Date. Target Bonus shall mean Executive's Target Bonus immediately prior to Executive's Termination Date. (ii) For a period of up to eighteen (18) months following Executive's Termination Date, Executive and, where applicable, Executive's spouse and eligible dependents, will continue to be eligible to receive medical coverage under the Company's medical plans in accordance with the terms of the applicable plan documents; provided, however, that in order to receive such continued coverage at such rates, Executive will be required to pay the applicable premiums directly to the plan provider, and the Company will reimburse the Executive, within thirty (30) days following the date such monthly premium payment is due, an amount equal to the monthly COBRA premium payment, less applicable tax withholdings. Notwithstanding the foregoing, if Executive obtains full-time employment during the aforementioned eighteen (18) month period which employment entitles him and his spouse and eligible dependents to comprehensive medical coverage, Executive must immediately notify the Company in writing and no further reimbursements will be paid by the Company to the Executive pursuant to this subsection. In addition, if Executive does not pay the applicable monthly COBRA premium for a particular month at any time during the eighteen (18) month period and coverage is lost as a result, no further reimbursements will be paid by the Company to the Executive. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot provide the foregoing COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to Executive a taxable lump sum payment in an amount equal to the monthly (or then remaining) COBRA premium that Executive would be required to pay to continue his group health coverage in effect on the Termination Date (which amount shall be based on the premium for the first month of COBRA coverage). The payment of any tax relating to such lump-sum payment shall be the sole responsibility of Executive (iii) Executive shall receive any amounts earned, accrued or owing but not yet paid to Executive as of his Termination Date, payable in a lump sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company on or before the sixtieth (60th) day following Executive’s Termination Date. (iv) All unvested stock options, issued to Executive shall immediately vest in full, and shall be exercisable at any time prior to such instruments stated expiration date. (v) Any deferred past bonuses that have been earned but not paid shall be payable in a lump sum on or before the sixtieth (60th) day following Executive’s Termination Date.

Payments/Benefits. In no event will the Company involuntarily terminate the Executive’s employment for any reason other than death, disability or Cause for a period of one (1) year after the occurrence of a Change in Control event. In the event of: (i) an involuntary termination of Executive's employment by the Company for any reason other than Cause, death, or Disability, or (ii) Executive's resignation for Good Reason, Executive shall be entitled to the following benefits: (i) 2.5 2.0 times the sum of Annual Base Salary and Target Bonus, paid in a single lump sum cash payment on or before the sixtieth (60th) day following Executive's Termination Date. Annual Base Salary shall mean: Executive's Annual Base Salary immediately prior to Executive’s Termination Date. Target Bonus shall mean Executive's Target Bonus immediately prior to Executive's Termination Date. (ii) For a period of up to eighteen (18) months following Executive's Termination Date, Executive and, where applicable, Executive's spouse and eligible dependents, will continue to be eligible to receive medical coverage under the Company's medical plans in accordance with the terms of the applicable plan documents; provided, however, that in order to receive such continued coverage at such rates, Executive will be required to pay the applicable premiums directly to the plan provider, and the Company will reimburse the Executive, within thirty (30) days following the date such monthly premium payment is due, an amount equal to the monthly COBRA premium payment, less applicable tax withholdings. Notwithstanding the foregoing, if Executive obtains full-time employment during the aforementioned eighteen (18) month period which employment entitles him and his spouse and eligible dependents to comprehensive medical coverage, Executive must immediately notify the Company in writing and no further reimbursements will be paid by the Company to the Executive pursuant to this subsection. In addition, if Executive does not pay the applicable monthly COBRA premium for a particular month at any time during the eighteen (18) month period and coverage is lost as a result, no further reimbursements will be paid by the Company to the Executive. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot provide the foregoing COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to Executive a taxable lump sum payment in an amount equal to the monthly (or then remaining) COBRA premium that Executive would be required to pay to continue his group health coverage in effect on the Termination Date (which amount shall be based on the premium for the first month of COBRA coverage). The payment of any tax relating to such lump-sum payment shall be the sole responsibility of Executive (iii) Executive shall receive any amounts earned, accrued or owing but not yet paid to Executive as of his Termination Date, payable in a lump sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company on or before the sixtieth (60th) day following Executive’s Termination Date. (iv) All unvested stock options, issued to Executive shall immediately vest in full, and shall be exercisable at any time prior to such instruments stated expiration date. (v) Any deferred past bonuses that have been earned but not paid shall be payable in a lump sum on or before the sixtieth (60th) day following Executive’s Termination Date.

Payments/Benefits. In no event will the Company involuntarily terminate the Executive’s employment for any reason other than death, disability or Cause for a period of one (1) year after the occurrence of a Change in Control event. In the event of: (i) an involuntary termination of Executive's employment by the Company for any reason other than Cause, death, or Disability, or (ii) Executive's resignation for Good Reason, Executive shall be entitled to the following benefits: (i) 2.5 times the sum of Annual Base Salary and Target Bonus, paid in a single lump sum cash payment on or before the sixtieth (60th) day following Executive's Termination Date. Annual Base Salary shall mean: Executive's Annual Base Salary immediately prior to Executive’s Termination Date. Target Bonus shall mean Executive's Target Bonus immediately prior to Executive's Termination Date. (ii) For a period of up to eighteen (18) months following Executive's Termination Date, Executive and, where applicable, Executive's spouse and eligible dependents, will continue to be eligible to receive medical coverage under the Company's medical plans in accordance with the terms of the applicable plan documents; provided, however, that in order to receive such continued coverage at such rates, Executive will be required to pay the applicable premiums directly to the plan provider, and the Company will reimburse the Executive, within thirty (30) days following the date such monthly premium payment is due, an amount equal to the monthly COBRA premium payment, less applicable tax withholdings. Notwithstanding the foregoing, if Executive obtains full-time employment during the aforementioned eighteen (18) month period which employment entitles him and his spouse and eligible dependents to comprehensive medical coverage, Executive must immediately notify the Company in writing and no further reimbursements will be paid by the Company to the Executive pursuant to this subsection. In addition, if Executive does not pay the applicable monthly COBRA premium for a particular month at any time during the eighteen (18) month period and coverage is lost as a result, no further reimbursements will be paid by the Company to the Executive. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot provide the foregoing COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to Executive a taxable lump sum payment in an amount equal to the monthly (or then remaining) COBRA premium that Executive would be required to pay to continue his group health coverage in effect on the Termination Date (which amount shall be based on the premium for the first month of COBRA coverage). The payment of any tax relating to such lump-sum payment shall be the sole responsibility of Executive (iii) Executive shall receive any amounts earned, accrued or owing but not yet paid to Executive as of his Termination Date, payable in a lump sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company on or before the sixtieth (60th) day following Executive’s Termination Date. (iv) All unvested stock optionsRSU’s, issued to Executive shall immediately vest in full, and shall be exercisable at any time prior to such instruments stated expiration date. (v) Any deferred past bonuses that have been earned but not paid shall be payable in a lump sum on or before the sixtieth (60th) day following Executive’s Termination Date.

Payments/Benefits. In no event will the Company involuntarily terminate the If a Severance Event occurs before Executive’s employment for any reason other than death, Disability Termination or the Retirement Date, Executive shall be entitled to the payments and benefits set forth in this Paragraph 11(e). Executive shall not be entitled to any benefits under this Paragraph 11(e) if Executive’s death, Disability Termination or the Retirement Date occurs before the Severance Event. (A) The Company shall pay to Executive (or his Beneficiary) the applicable Severance Allowance. Except as otherwise provided in Paragraph 10(a)(vi) with respect to a Severance Event following a Significant Transaction, one-sixth (1/6th) of the Severance Allowance shall be paid to Executive (or his Beneficiary) on the Delayed Payment Date and one-thirty-sixth (1/36th) of the Severance Allowance shall be paid to Executive (or his Beneficiary) on the first business day of each of the following thirty (30) months. (B) The Company shall pay to Executive (or his Beneficiary) the pro rata portion of any and all bonuses and annual incentive awards for the calendar year in which the Severance Event occurs, said pro rata portion to be calculated on the fractional portion (the numerator of said fraction being the number of days between January 1 and the date of the Severance Event, and the denominator of which is 365) of the target bonuses and annual incentive awards for such calendar year; provided, however, that such amount shall be offset by any annual incentive award payable to Executive (or his Beneficiary) under GAIP for the calendar year in which the Severance Event occurs. Such payment shall be made during the ninety (90) day period immediately following the end of the calendar year in which the Severance Event occurs or, if later, on the Delayed Payment Date. (C) The Company shall pay to Executive (or his Beneficiary) the pro rata portion of any and all performance-based awards under the Incentive Plan or other long-term incentive based compensation plans in which Executive is then participating; provided, however, that such amount shall be offset by any awards payable to Executive (or his Beneficiary) under the Incentive Plan or other long-term incentive based compensation for the performance periods in which the Severance Event occurs. The pro rata portion shall be calculated on the fractional portion (the numerator of said fraction being the number of days between the first day of the applicable performance period and the date of the Severance Event, and the denominator of which is the total number of days in the applicable performance period) of the amount of the award which would have been payable had (i) the Severance Event not occurred, and (ii) the target level of performance been achieved for the applicable performance period. Such payment shall be made during the ninety (90) day period immediately following the end of the calendar year in which the Severance Event occurs or, if later, on the Delayed Payment Date. (D) Executive shall be entitled to benefits under the Naples SURP as provided in Paragraph 6(b). (E) The benefits under Paragraphs 7(a), (d), (e) and the medical, dental, disability and term life insurance coverage (or Cause coverage similar thereto) being provided Executive immediately prior to the date of Separation from Service shall be continued in effect, at the Company’s expense, for a period ending on the earliest of five (5) years from the date of the Severance Event, the date on which Executive obtains new employment which provides him with such benefits or coverage, or the date of Executive’s death. The expenses eligible for reimbursement under Paragraphs 7(a) and (d) shall be subject to the Reimbursement Rule. Executive shall be required to pay for the use of the automobile and insurance thereon under Paragraph 7(e) during the six-month period following the Severance Event and shall be reimbursed (subject to clause (i) of the Reimbursement Rule) for such payment on the Delayed Payment Date; provided, however, that such payment and reimbursement shall not be required if Executive could otherwise deduct such expenses under Section 162 or 167 of the Code as business expenses incurred in connection with the performance of services (ignoring any applicable limitation based on adjusted gross income). The in-kind benefits provided under Paragraph 7(e) shall be subject to the In-Kind Benefits Rule. (F) For a period of one (1) year after following the occurrence date of a Change in Control event. In the event of: (i) an involuntary termination of Executive's employment by Severance Event, the Company for any reason shall make or cause to be made available to Executive at its expense reasonable outplacement counseling and other than Cause, death, or Disability, or (ii) Executive's resignation for Good Reason, Executive shall be entitled placement services comparable to those made available to the following benefits: (i) 2.5 times the sum of Annual Base Salary and Target Bonus, paid in a single lump sum cash payment on or before the sixtieth (60th) day following Executive's Termination Date. Annual Base Salary shall mean: Executive's Annual Base Salary immediately Company’s senior salaried officers prior to Executive’s Termination Date. Target Bonus shall mean Executive's Target Bonus immediately prior to Executive's Termination Datethe earlier of the Effective Date or the date of the Severance Event. (iiG) For a period equal to the shorter of up to eighteen (18x) months following Executive's Termination Datefrom the date of the Severance Event until Executive becomes Employed (hereafter defined), or (y) five (5) years from the Severance Event, the Company will provide Executive and, where applicable, Executive's spouse with a private office and eligible dependents, will continue to be eligible to receive medical coverage under secretarial service in the Company's medical plans ’s principal offices or, in accordance with Executive’s discretion, a comparable office and service elsewhere. Executive shall be required to pay for such office space and secretarial services during the terms six-month period following the Severance Event and shall be reimbursed (subject to clause (i) of the applicable plan documentsReimbursement Rule) for such payment on the Delayed Payment Date; provided, however, that in order to receive such continued coverage at such rates, Executive will payment and reimbursement shall not be required to pay the applicable premiums directly to the plan provider, and the Company will reimburse the Executive, within thirty (30) days following the date such monthly premium payment is due, an amount equal to the monthly COBRA premium payment, less applicable tax withholdings. Notwithstanding the foregoing, if Executive obtains full-time employment during the aforementioned eighteen (18) month period which employment entitles him and his spouse and eligible dependents to comprehensive medical coverage, Executive must immediately notify the Company in writing and no further reimbursements will be paid by the Company to the Executive pursuant to this subsection. In addition, if Executive does not pay the applicable monthly COBRA premium for a particular month at any time during the eighteen (18) month period and coverage is lost as a result, no further reimbursements will be paid by the Company to the Executive. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot provide the foregoing COBRA benefits without potentially violating applicable law (including, without limitation, could otherwise deduct such expenses under Section 2716 162 or 167 of the Public Health Service Act), Code as business expenses incurred in connection with the Company shall in lieu thereof provide to Executive a taxable lump sum payment in an amount equal to the monthly performance of services (or then remaining) COBRA premium that Executive would be required to pay to continue his group health coverage in effect on the Termination Date (which amount shall be ignoring any applicable limitation based on the premium for the first month of COBRA coverageadjusted gross income). The payment of any tax relating to such lumpin-sum payment kind benefits provided under this subparagraph shall be subject to the sole responsibility of Executive (iii) Executive shall receive any amounts earned, accrued or owing but not yet paid to Executive as of his Termination Date, payable in a lump sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company on or before the sixtieth (60th) day following Executive’s Termination DateIn-Kind Benefits Rule. (iv) All unvested stock options, issued to Executive shall immediately vest in full, and shall be exercisable at any time prior to such instruments stated expiration date. (v) Any deferred past bonuses that have been earned but not paid shall be payable in a lump sum on or before the sixtieth (60th) day following Executive’s Termination Date.

Payments/Benefits. In no event will (a) Until the Company involuntarily terminate the Executive’s employment for any reason other than death, disability or Cause Retirement Date and continuing for a period of one (1) year after 26 weeks thereafter, your base salary shall continue to be paid, through the occurrence regular payroll on regular payroll dates, at the rate of a Change in Control event$400,000, less applicable tax withholdings and other payroll deductions. In addition, for year-end 2021, you shall be awarded total year-end compensation of no less than your 2020 total year-end incentive compensation award (the event of: "Incentive Compensation"). The Incentive Compensation will be allocated in accordance with the cash/deferred formulas the firm uses as a whole. The deferred portion of the Incentive Compensation shall be awarded pursuant to the terms and conditions of the Incentive Compensation Award Program (''ICAP") provided you execute an ICAP Award Agreement (the "ICAP Agreement"). The cash portion of the Incentive Compensation, less applicable tax withholdings and other payroll deductions, shall be paid to you in the Company's second payroll in December of 2021. Payment and delivery, as applicable, of the Incentive Compensation shall be subject to you complying with the terms of (a) this Agreement and (b) your award agreements under ICAP. In addition, subject to you complying with the terms of this Agreement, on December 31, 2021, you shall vest in a pro rata portion of the limited partnership units in AllianceBernstein Holding L.P. (“Restricted Units”) awarded pursuant to your letter agreement dated April 24, 2018 (the “2018 Award”), which pro rata portion, based on your service through December 31, 2021, equals 121,569 Restricted Units. Pursuant to your previous election, the units in respect of such vested portion of the Restricted Units will be delivered on December 31, 2027. The Compensation Committee has determined pursuant to the 2017 Plan (as that term is hereinafter defined) (i) an involuntary to accelerate vesting of the Restricted Units in accordance with the provisions for acceleration for termination of Executive's employment by without Cause set forth in the Company for any reason other than Cause2018 Award, death, or Disability, or and (ii) Executive's resignation for Good Reasonthat your previous election to defer payment of the Restricted Units until December 231, Executive shall be entitled to 2027 (which was authorized by the following benefits: (i) 2.5 times Compensation Committee), complied with the sum requirements of Annual Base Salary the 2017 Plan. The Company and Target Bonus, paid the Partnership hereby confirm all performance requirements set forth in a single lump sum cash payment on or before the sixtieth (60th) day following Executive's Termination Date. Annual Base Salary shall mean: Executive's Annual Base Salary immediately prior to Executive’s Termination Date. Target Bonus shall mean Executive's Target Bonus immediately prior to Executive's Termination Date2018 Award have been satisfied. (iib) For a period As of up to eighteen (18) months following Executive's Termination the Retirement Date, Executive andyour participation in and contributions to all welfare, where applicablenon-qualified and qualified plans of the Partnership and its affiliates, Executive's spouse including, but not limited to, the AllianceBernstein Partners Compensation Plan, ICAP, the 2017 Long Term Incentive Plan (the "2017 Plan"), the 2010 Long Term Incentive Plan (the "2010 Plan"), the Profit Sharing Plan for Employees of AllianceBernstein L.P. (the "Profit Sharing Plan") and eligible dependentsthe Retirement Plan for Employees of AllianceBernstein L.P. ( the "Retirement Plan"), will continue shall cease, and your rights to a distribution, rollover, form of payment, and exercise or deferral regarding your account balances shall be eligible determined in accordance with the terms and conditions of the respective plans and associated agreements. For the avoidance of doubt, subject to receive medical coverage under you complying with the Company's medical plans terms of this Agreement, your termination shall be a termination without cause for purposes of your eligibility following the Retirement Date for continued vesting of your unvested benefits in accordance with the terms of your award agreements pursuant to ICAP. (c) Until the applicable plan documents; provided, however, that in order to receive such continued coverage at such rates, Executive will be required to pay the applicable premiums directly to the plan providerRetirement Date, and continuing for a period of twenty-six (26) weeks thereafter, and in accordance with applicable Company policy, as amended from time to time, the Company Partnership will reimburse the Executive, within thirty (30) days following the date such monthly premium payment is due, an amount equal to the monthly COBRA premium payment, less applicable tax withholdings. Notwithstanding the foregoing, if Executive obtains full-time employment during the aforementioned eighteen (18) month period which employment entitles him continue in effect your medical and his spouse and eligible dependents to comprehensive medical dental coverage, Executive must immediately notify the Company in writing for you and no further reimbursements will your family, under its groups plans, subject to any changes, amendments or modifications that may be paid made by the Company to the Executive such benefits from time to time, including, but not limited to, discontinuing such coverage. As of June 30, 2022, you will be eligible to elect to continue your current level of dental coverage, and as of July 1, 2022, you will be eligible to elect your current level of medical coverage pursuant to this subsectionCOBRA and subject to any changes, amendments or modifications that may be made to the plan from time to time, including, but not limited, discontinuing such coverage. You acknowledge that all other benefits cease as of your last day of employment. (d) In additionaccordance with Company policy, if Executive does not pay following the Retirement Date, you shall benefit from a 100% asset management fee waiver applicable monthly COBRA premium for a particular month at to former AB Partners and Operating Committee Members (employee and employee-related accounts only), subject to any time during the eighteen (18) month period and coverage is lost as a resultchanges, no further reimbursements will amendments or modifications that may be paid made by the Company to the Executive. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot provide the foregoing COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to Executive a taxable lump sum payment in an amount equal to the monthly (or then remaining) COBRA premium that Executive would be required to pay to continue his group health coverage in effect on the Termination Date (which amount shall be based on the premium for the first month of COBRA coverage). The payment of any tax relating to such lump-sum payment shall be the sole responsibility of Executive (iii) Executive shall receive any amounts earned, accrued or owing but not yet paid to Executive as of his Termination Date, payable in a lump sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company on or before the sixtieth (60th) day following Executive’s Termination Datethis policy. (iv) All unvested stock options, issued to Executive shall immediately vest in full, and shall be exercisable at any time prior to such instruments stated expiration date. (v) Any deferred past bonuses that have been earned but not paid shall be payable in a lump sum on or before the sixtieth (60th) day following Executive’s Termination Date.