Common use of Post-Employment Benefits Clause in Contracts

Post-Employment Benefits. Date of Termination shall be the date of death or disability, as the case may be, and in such event, in addition to the Accrued Obligations, the Executive shall be entitled to receive only: (1) a pro rata portion of the Average Bonus set forth in Section 4.1F(2), determined based on the numbers of full months worked in the fiscal year prior to the Date of Termination divided by twelve, times the Average Bonus which shall be paid in Equal installments on a monthly basis during the Separation Period; (2) in the event of termination by reason of disability, (a) payments equal to the Base Salary less amounts payable under the Company’s long-term disability policy during the one year period following the Date of Termination, which shall be paid in equal monthly installments during the 12 month period following the Date of Termination; (b) continuation throughout the Separation Period of the Life Insurance Policy, and upon completion of such period, ownership of the Life Insurance Policy shall be transferred to the Executive at no cost to the Executive; and (c) continuation during the Separation Period or until the Executive begins to participate in a subsequent employer’s medical plan, of medical, disability and other health coverages at the level in effect on, and at the same out-of-pocket cost to the Executive as of, the Date of Termination; it being understood that the period of coverage under COBRA shall commence on the first day following the Date of Termination; (3) in the event of termination by reason of death, the Company shall take the steps reasonably necessary to have all proceeds from the Life Insurance Policy promptly paid to the beneficiaries designated thereunder; (4) rights to indemnification as set forth in Section 6 of this Agreement; (5) all stock based compensation and SERPs previously awarded and outstanding shall be vested (to the extent not already fully vested) on a pro rata basis based on the number of days prior to the Date of Termination in the relevant performance period (excluding any requirement for continued employment to qualify for such stock based compensation); and

Post-Employment Benefits. Date (a) If, during the Term, Employee is terminated by the Company without Cause or the Employee terminates his employment with the Company for Good Reason (within four (4) months following the occurrence of Termination the event constituting Good Reason), the Company shall be pay to the Employee the amount specified below in Section 3.1(a)(i) within fifteen (15) business days after the date the Employee's employment is terminated (the "Termination Date"): (i) In lieu of death or disabilityany further payments to the Employee for periods subsequent to the Termination Date, as but without affecting the case may berights of the Employee referred to in Section 3.1(b) hereof, a lump sum payment (the "Post-Employment Payment"), less any withholdings required by applicable law, in an amount equal to the sum of (i) all earned and accrued but unpaid Base Salary, bonus payments and vacation pay, and in such event, in addition (ii) two (2) times the Employee's Base Salary and bonuses paid during the preceding twelve months. (ii) Upon written notice given by the Employee to the Accrued Obligations, the Executive shall be entitled to receive only: (1) a pro rata portion of the Average Bonus set forth in Section 4.1F(2), determined based on the numbers of full months worked in the fiscal year Company prior to the Date receipt of Termination divided by twelveany payment pursuant to Section 3.1(a)(i) hereof, times the Average Bonus which shall be Employee, at Employee's sole option, may elect to have all or any of the Post-Employment Payment paid in Equal installments to the Employee on a quarterly or monthly basis during the Separation Periodtime period specified in such written notice. (b) In addition to all other compensation due to the Employee, if, during the Term, Employee is terminated by the Company without Cause or the Employee terminates his employment with the Company for Good Reason (within four (4) months following the occurrence of the event constituting Good Reason): (i) Any Company stock options held by the Employee that have not previously terminated or been exercised shall be deemed vested and exercisable, regardless of whether or not the vesting/performance conditions set forth in the relevant agreements shall have been satisfied; (2ii) All restrictions on any restricted securities granted by the Company to the Employee that have not previously been forfeited shall be removed and the securities shall be fully vested and freely transferable without restrictions (unless otherwise restricted pursuant to applicable securities laws), regardless of whether the vesting/performance conditions set forth in the event of termination by reason of disability, (a) payments equal to the Base Salary less amounts payable under the Company’s long-term disability policy during the one year period following the Date of Termination, which relevant agreements shall be paid in equal monthly installments during the 12 month period following the Date of Termination; (b) continuation throughout the Separation Period of the Life Insurance Policy, and upon completion of such period, ownership of the Life Insurance Policy shall be transferred to the Executive at no cost to the Executive; and (c) continuation during the Separation Period or until the Executive begins to participate in a subsequent employer’s medical plan, of medical, disability and other health coverages at the level in effect on, and at the same out-of-pocket cost to the Executive as of, the Date of Termination; it being understood that the period of coverage under COBRA shall commence on the first day following the Date of Terminationhave been satisfied; (3iii) in For a period of two (2) years following the event of termination by reason of deathTermination Date, the Company shall take arrange to provide the steps reasonably necessary to have all proceeds from Employee with the Life Insurance Policy promptly paid to the beneficiaries designated thereunder; (4) rights to indemnification car allowance as set forth in Section 6 3.8, club dues as set forth in Section 3.10, and Employee Benefits (other than any stock option, stock purchase, stock appreciation, savings, pension, supplemental retirement or other retirement plan of this Agreement; the Company, or any other equity incentive policy, plan, program or arrangement of the Company), substantially similar to those which the Employee was receiving or entitled to receive immediately prior to the Termination Date (5) all stock based compensation and SERPs previously awarded if and outstanding shall be vested (to the extent that such benefits shall not already fully vested) on a pro rata basis based on or cannot be paid or provided under any policy, plan, program or arrangement of the number of days prior Company solely due to the Date fact that the Employee is no longer an officer or employee of Termination the Company, then the Company shall itself pay to the Employee and/or the Employee's dependents and beneficiaries, the full cost of such Employee Benefits). Any Employee Benefits payable to the Employee pursuant to this Section 3.1(b)(iii) by reason of any "welfare benefit plan" of the Company (as such term is defined in the relevant performance period Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are available to the Employee from another employer during such two (excluding any requirement for continued employment to qualify for such stock based compensation); and2) year period.

Post-Employment Benefits. If the Executive's employment is terminated by the Company for any reason other than Cause, death or Disability, or the Executive terminates his employment for Good Reason: (i) the Company shall pay or provide to the Executive, within 5 business days, the Accrued Obligations (as that term is defined in subparagraph 5(b) below); (ii) the Company shall pay, within five business days, to the Executive a lump sum equal to three times (A) the Executive's Annual Base Salary (at the same level that was being paid to the Executive on the Date of Termination (disregarding any reduction in Annual Base Salary that constitutes Good Reason hereunder) and (B) the target Annual Bonus opportunity for the year in which the Date of Termination occurs (disregarding any reduction in Annual Bonus that constitutes Good Reason hereunder); provided, that such target Annual Bonus shall not be less than 60% of the Executive's Annual Base Salary on the Date of Termination; and (iii) during the period beginning on the Date of Termination and ending 36 months thereafter, the Executive (and, as applicable, the Executive's covered dependents) shall be entitled to all health and welfare benefits under the Company's welfare benefit plans (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended), as if the Executive were still employed during such period, at the same level of benefits and at the same after-tax dollar cost to the Executive as is available to all of the Company's senior executives generally ("Continued Benefits"). If and to the extent the Company is not permitted under the terms of the applicable plan or applicable law to provide such benefits under its existing plans, or if the provisions of such benefits would cause the applicable plan to be deemed to be discriminating in favor of highly compensated employees under the Employee Retirement Income Security Act of 1974, as amended, the Company shall provide equivalent benefits on an individual basis at no additional after-tax cost to the Executive or shall provide the after-tax cash equivalent thereof. The benefits provided in accordance with this subparagraph 5(a)(iii) shall be reduced by any equivalent benefits, without waiting period or pre-existing condition limitations, provided to the Executive by another employer (such benefits to be determined on a benefit-by-benefit basis); (iv) the Company shall reimburse, within five business days of the Date of Termination or, if later, the date the Executive submits his request for reimbursement, the Executive pursuant to subparagraph 3(f) for reasonable expenses incurred in accordance with the Company's policy, but not paid prior to such termination of death or disabilityemployment; (v) all outstanding stock options and restricted stock, including, without limitation, the Options, held by the Executive shall become immediately exercisable and/or vested, as the case may be, and in such event, in addition (A) the stock options (other than the Options) shall remain exercisable pursuant to the Accrued Obligations, the Executive shall be entitled to receive only: (1) a pro rata portion terms of the Average Bonus set forth in Section 4.1F(2), determined based on plan pursuant to which they were granted and (B) the numbers Options shall remain exercisable until the second one-year anniversary of full months worked in the fiscal year prior to the Date of Termination divided by twelve(or, times if earlier, the Average Bonus which last day of the term of the Option); and (vi) the Company shall pay the Executive, within 20 days, his target entitlement under any and all long-term incentive bonuses, awards or compensation he would have otherwise been entitled to be paid in Equal installments cash if he was employed on a monthly basis during the Separation Period; (2relevant payment date(s) in and the event target goals for such bonuses, awards or other compensation had been achieved; provided, that such target entitlement shall not be less than 60% of termination by reason of disability, (a) payments equal to the Executive's Annual Base Salary less amounts payable under the Company’s long-term disability policy during the one year period following on the Date of Termination, which shall be paid in equal monthly installments during the 12 month period following the Date of Termination; (b) continuation throughout the Separation Period of the Life Insurance Policy, and upon completion of such period, ownership of the Life Insurance Policy shall be transferred to the Executive at no cost to the Executive; and (c) continuation during the Separation Period or until the Executive begins to participate in a subsequent employer’s medical plan, of medical, disability and other health coverages at the level in effect on, and at the same out-of-pocket cost to the Executive as of, the Date of Termination; it being understood that the period of coverage under COBRA shall commence on the first day following the Date of Termination; (3) in the event of termination by reason of death, the Company shall take the steps reasonably necessary to have all proceeds from the Life Insurance Policy promptly paid to the beneficiaries designated thereunder; (4) rights to indemnification as set forth in Section 6 of this Agreement; (5) all stock based compensation and SERPs previously awarded and outstanding shall be vested (to the extent not already fully vested) on a pro rata basis based on the number of days prior to the Date of Termination in the relevant performance period (excluding any requirement for continued employment to qualify for such stock based compensation); and.

Post-Employment Benefits. Date of Termination shall be A. If Employee’s employment is terminated by (x) ARAMARK for any reason other than Cause or (y) Employee for Good Reason (as defined in the date of death or disabilityattached Schedule A), as the case may bethen subject to Article 6.D below, and in such event, in addition to the Accrued Obligations, the Executive Employee shall be entitled to receive onlythe following post-employment payments and benefits: 1. Severance Pay (1a) a pro rata portion Employee shall receive severance payments equivalent to Employee’s monthly base salary, as of the Average Bonus set forth effective date of termination (and without regard to any reduction in violation of this Agreement or which gives rise to Good Reason) for twenty-four (24) calendar months. Severance payments shall commence with the Employee’s effective date of termination and shall be made in accordance with ARAMARK’s normal payroll cycle. The period during which Employee receives severance payments shall be referred to as the “Severance Pay Period.” (b) Employee shall receive an amount equal to two times Employee’s most recent actual annual Bonus, payable ratably in regular installments at the same time as payments are made to Employee under Section 4.1F(2)1(a) above. (c) Employee shall receive a payment equal to the Bonus, determined if any, that Employee would have been entitled to receive for the year in which the termination occurs based on ARAMARK’s actual achievement of the performance targets applicable to such Bonus, pro-rated based on the numbers percentage of full months worked in the fiscal year prior that shall have elapsed through the Employee’s termination date, payable when such Bonus would have otherwise been payable to the Date of Termination divided by twelve, times the Average Bonus which shall be paid in Equal installments on a monthly basis during the Separation Period;Employee had Employee’s employment not terminated. (2d) in For the event avoidance of termination by reason doubt, solely for purposes of disability, (a) payments equal to the Base Salary less amounts payable under the Company’s long-term disability policy during the one year period following the Date of Termination, which shall be paid in equal monthly installments during the 12 month period following the Date of Termination; subsections (b) continuation throughout the Separation Period of the Life Insurance Policy, and upon completion of such period, ownership of the Life Insurance Policy shall be transferred to the Executive at no cost to the Executive; and (c) continuation during the Separation Period or until the Executive begins above, Employee’s actual annual Bonus with respect to participate in a subsequent employer’s medical plan, of medical, disability and other health coverages at the level in effect on, and at the same out-of-pocket cost fiscal year 2012 shall be deemed to the Executive as of, the Date of Termination; it being understood that the period of coverage under COBRA shall commence on the first day following the Date of Termination; equal his full year Target Bonus (3) in the event of termination by reason of death, the Company shall take the steps reasonably necessary to have all proceeds from the Life Insurance Policy promptly paid to the beneficiaries designated thereunder; (4) rights to indemnification as set forth in Section 6 of this the CEO Agreement; (5) all stock based compensation and SERPs previously awarded and outstanding shall be vested (to the extent not already fully vested) on a pro rata basis based on the number of days prior to the Date of Termination in the relevant performance period (excluding any requirement for continued employment to qualify for such stock based compensation); and.

Post-Employment Benefits. Date of Termination shall be the date of death or disability, as the case may be, and in such event, in In addition to the Accrued Obligations, if the Company terminates the Executive’s employment hereunder without Cause (other than due to death or disability) or if the Executive terminates his employment hereunder for Good Reason or if the Executive voluntarily retires (and is not then subject to termination for Cause), the Executive, upon execution of mutual releases reasonably satisfactory to the Executive and the Company (and the non-revocation of such release by the Executive), and provided the Executive is in compliance with his duties and obligations under Section 5 hereof, shall be entitled to receive only: (1) a pro rata portion of the Average discretionary Annual Cash Bonus set forth in Section 4.1F(2)3.2, if any, determined based on the numbers of full months worked in the fiscal year prior to the Date of Termination divided by twelve, times the Average Bonus Annual Cash Bonus, which shall be paid in Equal equal installments on a monthly basis during the Separation PeriodPeriod (the “Severance Bonus”); (2) in all stock based compensation, including all Stock Grants and SERPs to which the event of termination by reason of disabilityExecutive would have been entitled had his employment not been terminated, shall become one hundred percent (a100%) payments equal vested and be distributed to the Base Salary less amounts payable under the Company’s long-term disability policy during the one year period Executive as soon as administratively practicable following the Date of TerminationTermination (to the extent not already fully vested and distributed); (3) the sum of Four Hundred Thousand ($400,000.00) Dollars, which shall be paid in equal installments on a monthly installments basis during the 12 month period following Separation Period (the Date “Separation Payment”); (4) rights to indemnification as set forth in Section 6 of Terminationthis Agreement; and (ba) continuation throughout the Separation Period of the Life Insurance Policy, and upon completion of such period, ownership of the Life Insurance Policy shall be transferred to the Executive at no cost to the Executive; and (cb) continuation during the Separation Period or until the Executive begins to participate in a subsequent employer’s medical plan, of medical, disability and other health coverages at the level in effect on, on and at the same out-of-pocket cost to the Executive as of, the Date of Termination; it being understood that the period of coverage under COBRA the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) shall commence on the first day following the Date of Termination; (3) in the event of termination by reason of death, the Company shall take the steps reasonably necessary to have all proceeds from the Life Insurance Policy promptly paid to the beneficiaries designated thereunder; (4) rights to indemnification as set forth in Section 6 of this Agreement; (5) all stock based compensation and SERPs previously awarded and outstanding shall be vested (to the extent not already fully vested) on a pro rata basis based on the number of days prior to the Date of Termination in the relevant performance period (excluding any requirement for continued employment to qualify for such stock based compensation); and.

Post-Employment Benefits. Date (a) If, during the Term, Employee is terminated by the Company without Cause or the Employee terminates his employment with the Company for Good Reason (within four (4) months following the occurrence of Termination the event constituting Good Reason, other than as described in Section 1.15(e)), the Company shall be pay to the Employee the amount specified below in Section 3.1(a)(i) within fifteen (15) business days after the date the Employee's employment is terminated (the "Termination Date"): (i) In lieu of death or disabilityany further payments to the Employee for periods subsequent to the Termination Date, as but without affecting the case may berights of the Employee referred to in Section 3.1(b) hereof, a lump sum payment (the "Post-Employment Payment"), less any withholdings required by applicable law, in an amount equal to the sum of (i) all earned and accrued but unpaid Base Salary, bonus payments and vacation pay, and in such event, in addition (ii) two and one-half (2.5) times the Employee's Base Salary and bonuses paid during the preceding twelve months. (ii) Upon written notice given by the Employee to the Accrued Obligations, the Executive shall be entitled to receive only: (1) a pro rata portion of the Average Bonus set forth in Section 4.1F(2), determined based on the numbers of full months worked in the fiscal year Company prior to the Date receipt of Termination divided by twelveany payment pursuant to Section 3.1(a)(i) hereof, times the Average Bonus which shall be Employee, at Employee's sole option, may elect to have all or any of the Post-Employment Payment paid in Equal installments to the Employee on a quarterly or monthly basis during the Separation Periodtime period specified in such written notice. (b) In addition to all other compensation due to the Employee, if, during the Term, Employee is terminated by the Company without Cause or the Employee terminates his employment with the Company for Good Reason (within four (4) months following the occurrence of the event constituting Good Reason, other than as described in Section 1.15(e)): (i) Any Company stock options held by the Employee that have not previously terminated or been exercised shall be deemed vested and exercisable, regardless of whether or not the vesting/performance conditions set forth in the relevant agreements shall have been satisfied; (2ii) All restrictions on any restricted securities granted by the Company to the Employee that have not previously been forfeited shall be removed and the securities shall be fully vested and freely transferable without restrictions (unless otherwise restricted pursuant to applicable securities laws), regardless of whether the vesting/performance conditions set forth in the event of termination by reason of disability, (a) payments equal to the Base Salary less amounts payable under the Company’s long-term disability policy during the one year period following the Date of Termination, which relevant agreements shall be paid in equal monthly installments during the 12 month period following the Date of Termination; (b) continuation throughout the Separation Period of the Life Insurance Policy, and upon completion of such period, ownership of the Life Insurance Policy shall be transferred to the Executive at no cost to the Executive; and (c) continuation during the Separation Period or until the Executive begins to participate in a subsequent employer’s medical plan, of medical, disability and other health coverages at the level in effect on, and at the same out-of-pocket cost to the Executive as of, the Date of Termination; it being understood that the period of coverage under COBRA shall commence on the first day following the Date of Terminationhave been satisfied; (3iii) in For a period of two (2) years following the event of termination by reason of deathTermination Date, the Company shall take arrange to provide the steps reasonably necessary to have all proceeds from Employee with the Life Insurance Policy promptly paid to the beneficiaries designated thereunder; (4) rights to indemnification car allowance as set forth in Section 6 3.4, club dues as set forth in Section 3.6, and Employee Benefits (other than any stock option, stock purchase, stock appreciation, savings, pension, supplemental retirement or other retirement plan of the Company, or any other equity incentive policy, plan, program or arrangement of the Company), substantially similar to those which the Employee was receiving or entitled to receive immediately prior to the Termination Date (and if and to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company solely due to the fact that the Employee is no longer an officer or employee of the Company, then the Company shall itself pay to the Employee and/or the Employee's dependents and beneficiaries, the full cost of such Employee Benefits). Any Employee Benefits payable to the Employee pursuant to this Section 3.1(b)(iii) by reason of any "welfare benefit plan" of the Company (as such term is defined in the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are available to the Employee from another employer during such two (2) year period. (c) The Company and Employee acknowledge and agree that the termination of Employee's employment with the Company might, but for the provisions of this Agreement; Section 3.1(c), be deemed to vest rights to payments and/or benefits pursuant to the terms of both this Agreement and the KERP. Employee further acknowledges and agrees that it is not the intent of the parties that termination of Employee's employment with the Company will entitle Employee to payments and/or benefits pursuant to both this Agreement and the severance provisions of the KERP (as described on pages 10-12 of the KERP, the "KERP Severance Provisions"). Accordingly, in the event Employee's employment with the Company is terminated and such termination would, but for this Section 3.1(c), entitle Employee to payments and/or benefits pursuant to both this Agreement and the KERP Severance Provisions, Employee must elect (in writing within five (5) all stock based compensation days of the termination of Employee's employment) whether to receive payments and SERPs previously awarded and outstanding shall be vested (benefits pursuant to this Agreement or pursuant to the extent not already fully vested) on a pro rata basis based on KERP Severance Provisions; provided, however, under no circumstances shall the number termination of days prior Employee's employment with the Company prevent Employee from receiving his retention bonuses and/or his emergence performance bonuses as such are described in the KERP and earned by the Employee. Under no circumstances will the termination of Employee's employment with the Company entitle Employee to receive post-employment payments pursuant to both this Agreement and pursuant to the Date KERP. In the event of Termination in any inconsistency between the relevant performance period (excluding any requirement for continued employment to qualify for such stock based compensation); andprovisions of this Section 3.1(c) and the KERP, the provisions of this Section 3.1(c) will control.

Post-Employment Benefits. Irrespective of whether this Agreement is executed, revoked or otherwise deemed not effective, Employee is entitled to the following Post-Employment Benefits: a) Employee will receive payment for any unused vacation which has accrued under the Willbros vacation policy as of the Termination Date. Such vacation pay will be subject to applicable payroll withholding and will be paid on the next regular payday after the Termination Date. b) Coverage under the Willbros group health plan will terminate at the end of the month in which Employee’s employment ends. Employee and his dependents will be eligible to continue coverage for a limited period of time pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) as detailed in information concerning coverage continuation rights which will be separately mailed to Employee. c) Employee has been granted Eleven Thousand Two Hundred Fifty (11,250) shares of restricted stock under the Willbros Group, Inc. 1996 Stock Plan, as amended (the “1996 Stock Plan”), and Twenty-Four Thousand One Hundred Sixty-Seven (24,167) shares under the Willbros Group, Inc. 2010 Stock Plan, as amended (the “2010 Stock Plan”) the ownership of which has not yet vested in Employee pursuant to the terms of the Restricted Stock Award Agreements (“Award Agreements”) evidencing such grants. All such shares of restricted stock granted to Employee shall vest in full on the Termination Date. Employee acknowledges that withholding taxes will be due on such shares when vested. Employee may satisfy the withholding requirement in whole by paying cash to the Willbros to discharge the withholding obligation, such payment to be made no later than twelve (12) days following the Termination Date. If the Employee does not elect to satisfy the withholding requirement by paying cash in accordance with the preceding sentence, Employee hereby agrees that Willbros may withhold shares of restricted stock having a Fair Market Value (as defined in the 1996 Stock Plan and the 2010 Stock Plan, respectively) equal to the minimum statutory total tax which is to be withheld on the transaction. In addition to the foregoing, pursuant to a Restricted Stock Units Award Agreement dated March 23, 2011 (the “RSU Award Agreement”) Employee has been granted 8,333 performance-based restricted stock units (at Target) under the 2010 Stock Plan (the “RSUs”). Under terms of the RSU Award Agreement, in the event that all or some of the RSUs become “Earned RSUs” (as defined in, and determined in accordance with, the RSU Award Agreement), the restrictions on the Earned RSUs shall lapse (and the Earned RSUs shall vest) on the Certification Date of Termination shall (as defined in the RSU Award Agreement). In the event any RSUs become Earned RSUs and vest, Employee acknowledges that withholding taxes will be due on such shares when vested. Employee may satisfy the withholding requirement in whole by paying cash to the Willbros to discharge the withholding obligation, such payment to be made no later than twelve (12) days following the date of death or disability, as the case may be, and in such event, in addition notice to the Accrued Obligations, the Executive shall be entitled to receive only: (1) a pro rata portion Employee of the Average Bonus set forth vesting on any Earned RSUs. If the Employee does not elect to satisfy the withholding requirement by paying cash in Section 4.1F(2)accordance with the preceding sentence, determined based on the numbers Employee hereby agrees that Willbros may withhold shares of full months worked restricted stock having a Fair Market Value (as defined in the fiscal year prior to the Date of Termination divided by twelve, times the Average Bonus which shall be paid in Equal installments on a monthly basis during the Separation Period; (22010 Stock Plan) in the event of termination by reason of disability, (a) payments equal to the Base Salary less amounts payable under the Company’s long-term disability policy during the one year period following the Date of Termination, minimum statutory total tax which shall is to be paid in equal monthly installments during the 12 month period following the Date of Termination; (b) continuation throughout the Separation Period of the Life Insurance Policy, and upon completion of such period, ownership of the Life Insurance Policy shall be transferred to the Executive at no cost to the Executive; and (c) continuation during the Separation Period or until the Executive begins to participate in a subsequent employer’s medical plan, of medical, disability and other health coverages at the level in effect on, and at the same out-of-pocket cost to the Executive as of, the Date of Termination; it being understood that the period of coverage under COBRA shall commence withheld on the first day following transaction. d) Neither this Agreement nor the Date of Termination; (3) release contained herein shall waive Employee’s right to any vested benefit under a Willbros plan in the event of termination by reason of deathwhich he is a qualified participant, the Company shall take the steps reasonably necessary including but not limited to have all proceeds from the Life Insurance Policy promptly paid to the beneficiaries designated thereunder; (4) rights to indemnification as set forth in Section 6 of this Agreement; (5) all stock based compensation and SERPs previously awarded and outstanding shall be vested (to the extent not already fully vested) on any benefits under a pro rata basis based on the number of days prior to the Date of Termination in the relevant performance period (excluding any requirement for continued employment to qualify for such stock based compensation); andpension or retirement plan.

Post-Employment Benefits. Date of Termination shall be the date of death or disability, as the case may be, and in such event, in addition to the Accrued Obligations, event the Executive shall be entitled to receive only: (1) his Base Salary through and including the Date of Termination; (2) any bonus(es) actually awarded for prior completed fiscal years, but not yet paid as of the Date of Termination and a pro rata portion of the Average Bonus bonus set forth in Section 4.1F(2)3.2 hereof for the fiscal year in which the Date of Termination occurs, determined based on the numbers of full months worked in the such fiscal year prior to the Date of Termination divided by twelve, times and the Average Bonus which shall be paid in Equal installments on pre-tax profit for such fiscal year through the last month ending prior to the Date of Termination annualized for a monthly basis during the Separation Periodfull twelve month period;; (23) payment of the Severance Bonus; (4) any and all vested benefits, including payment of all amounts in the Deferred Compensation Account and the Pro-Rata Deferred Compensation Payment; (5) reimbursement for all expenses incurred, but not yet paid, as of the Date of Termination; (6) payment of the per diem value of any unused vacation days accruing during the Employment Period based upon Executive's most recent level of Base Salary; (7) in the event of termination by reason of disability, (a) payments equal to the Base Salary less amounts payable under the Company’s 's long-term disability policy during the one year period following the Date of Termination, which shall be paid in equal monthly installments during the 12 month period following the Date of Termination; (b) continuation throughout the Separation Period of the Life Insurance Policy, and upon completion of such period, ownership of the Life Insurance Policy shall be transferred to the Executive at no cost to the Executive; and (c) continuation during the Separation Period or until the Executive begins to participate in a subsequent employer’s 's medical plan, of medical, disability and other health coverages at the level in effect on, and at the same out-of-pocket cost to the Executive as of, the Date of Termination; it being understood that the period of coverage under COBRA the Consolidated Omnibus Budget Reconciliation Act of 1985 shall commence on the first day following the Date of Termination; (3) 8) in the event of termination by reason of death, the Company shall take the steps reasonably necessary to have all proceeds from the Life Insurance Policy promptly paid to the beneficiaries designated thereunder; (49) rights to indemnification as set forth in Section 6 7 of this Agreement;; and (510) all stock based compensation and SERPs previously awarded and outstanding shall be vested vest on a pro rata basis based on the number of days the Executive was employed during the vesting period, except for those awards which vest in whole or in part based on the performance of the Company, which awards shall remain outstanding and vest in accordance with their terms (to the extent not already fully vested) excluding any requirement of continued employment), on a pro rata basis based on the number of days prior to the Date of Termination in the relevant performance period (excluding any requirement for continued employment to qualify for such stock based compensation); andperiod.

Post-Employment Benefits. Date of Termination shall be the date of death or disability, as the case may be, and in such event, in addition to the Accrued Obligations, the Executive shall be entitled to receive only: (1) a pro rata portion of the Average Bonus set forth in Section 4.1F(2), determined based on the numbers of full months worked in the fiscal year prior to the Date of Termination divided by twelve, times the Average Bonus which shall be paid in Equal installments on a monthly basis during the Separation Period; (2) in the event of termination by reason of disability, (a) payments equal to the Base Salary less amounts payable under the Company’s long-term disability policy during the one year period following the Date of Termination, which shall be paid in equal monthly installments during the 12 month period following the Date of Termination; (b) continuation throughout the Separation Period of the Life Insurance Policy, and upon completion of such period, ownership of the Life Insurance Policy shall be transferred to the Executive at no cost to the Executive; and (c) continuation during the Separation Period or until the Executive begins to participate in a subsequent employer’s medical plan, of medical, disability and other health coverages at the level in effect on, and at the same out-of-pocket cost to the Executive as of, the Date of Termination; it being understood that the period of coverage under COBRA shall commence on the first day following the Date of Termination; (3) in In the event of termination Executive is terminated by reason of deaththe Company without Cause (as defined above) or Executive resigns from his employment with the Company other than pursuant to Section 5(b), the Company shall take (i) pay the steps premiums for Executive’s COBRA coverage at the same rate the Company would pay if the Executive remained actively employed, and (ii) after Executive’s eligibility for COBRA benefits lapses, provide Executive, at the Company’s expense, with health insurance benefits reasonably necessary consistent with the benefits Executive received prior to have all proceeds Executive’s termination by the Company for the period from when Executive’s eligibility for COBRA benefits lapses until Executive turns 65 years of age. Executive’s rights pursuant to this Section 10 shall cease and of be of no further force and effect upon Executive’s acceptance of other employment which offers health insurance benefits reasonably consistent with the benefits Executive received prior to Executive’s termination by or resignation from the Life Insurance Policy promptly paid Company. (b) In the event Executive ceases to be employed by the Company for any reason other than death or a termination by the Company for Cause or a resignation by Executive pursuant to Section 5(b), the Company shall provide Executive (and Executive’s spouse and dependent children) a travel pass for the Company’s flights, enabling Executive (and his spouse and dependent children) to travel (free of charge) in any class of service that is available at the time of reservation for a period equal to the beneficiaries designated thereundershorter of (x) twelve (12) months or (y) until the Executive receives similar flight benefits with a new employer; provided that such travel pass (the “Travel Pass”) shall be subject to the following conditions: (i) in no event shall the Travel Pass become or be effective unless Executive has executed and delivered to the Company an effective and irrevocable General Release in form and substance identical in all material respects to Exhibit 3 attached hereto; (4ii) rights to indemnification as set forth in Section 6 of this Agreement;the Travel Pass shall automatically terminate on Executive’s death; and (5iii) all stock based compensation and SERPs previously awarded and outstanding the Travel Pass shall be vested automatically terminate if Executive, directly or indirectly, (A) owns, manages, controls, participates in, consults with, renders services for, or in any manner engages in any business competing with the business conducted by the Company or its subsidiaries at any time or (B) engages in conduct that impairs or injures the reputation of, or xxxxx, the Company. Nothing in this paragraph (b) is intended to the extent not already fully vested) on a pro rata basis based on the number of days prior to the Date of Termination in the relevant performance period (excluding any requirement for continued employment to qualify for such stock based compensationlimit Section 5(a)(iii); and.

Post-Employment Benefits. Date Following the termination of Termination shall be this Agreement without Cause by the date of death or disability, as the case may be, and in such event, in addition to the Accrued ObligationsCompany, the Executive shall not be entitled to receive only: any severance payment, salary continuation or other post-employment benefits of any kind, provided, however, that the Executive: (1i) will continue to be paid the lesser of (a) his Annual Base Salary for a pro rata portion period of one hundred eighty (180) days, or (b) his Annual Base Salary (as defined below) until July 31, 2011; (ii) may retain any stock options granted during his tenure as an employee, which are otherwise vested as of his termination date, for the Average Bonus remaining term of such options, and (iii) may retain (at his sole cost and expense) the benefits set forth in Section 4.1F(2)5 below to the extent the applicable plan under which any such benefits are granted permits such post-employment retention or may retain such benefits as may be and to the extent required by applicable law. For purposes of this Agreement, determined based on “Cause” for the numbers termination of full months worked the Executive’s employment hereunder shall be deemed to exist if, in the fiscal year prior to the Date good faith judgment of Termination divided by twelve, times the Average Bonus which shall be paid in Equal installments on a monthly basis during the Separation Period; (2) in the event of termination by reason of disability, (a) payments equal to the Base Salary less amounts payable under the Company’s long-term disability policy during Board of Directors: (i) the one year period following the Date of TerminationEmployee commits fraud, which shall be paid in equal monthly installments during the 12 month period following the Date of Terminationtheft or embezzlement; (bii) continuation throughout the Separation Period Employee commits an act of dishonesty affecting the Company or a felony or a crime involving moral turpitude; (iii) the Employee breaches any non-competition, confidentiality or non-solicitation agreement with the Company; (iv) the Employee breaches any of the Life Insurance Policy, material terms of this Agreement and upon completion fails to cure such breach within 30 days after the receipt of written notice of such period, ownership breach from the Company; (v) the Employee engages in gross negligence or willful misconduct that causes unreasonable harm to the business and operations of the Life Insurance Policy shall Company; or (vi) the Executive’s unreasonable failure or refusal to diligently perform the duties and responsibilities required to be transferred to performed by the Executive at no cost to under the Executive; and (c) continuation during the Separation Period or until the Executive begins to participate in a subsequent employer’s medical plan, of medical, disability and other health coverages at the level in effect on, and at the same out-of-pocket cost to the Executive as of, the Date of Termination; it being understood that the period of coverage under COBRA shall commence on the first day following the Date of Termination; (3) in the event of termination by reason of death, the Company shall take the steps reasonably necessary to have all proceeds from the Life Insurance Policy promptly paid to the beneficiaries designated thereunder; (4) rights to indemnification as set forth in Section 6 terms of this Agreement; (5) all stock based compensation . Following the termination of this Agreement by the Company with Cause, or by the Executive for any reason, or by its expiration on July 31, 2011, the Executive shall not be entitled to any severance payment, salary continuation or other post-employment benefits of any kind, except as may be and SERPs previously awarded and outstanding shall be vested (to the extent not already fully vested) on a pro rata basis based on the number of days prior to the Date of Termination in the relevant performance period (excluding any requirement for continued employment to qualify for such stock based compensation); andrequired by applicable law.

Post-Employment Benefits. Date of Termination shall be the date of death or disability, as the case may be, and in such event, in addition to the Accrued Obligations, the Executive shall be entitled to receive only: (1) a pro rata portion of the Average Bonus set forth in Section 4.1F(2), determined based on the numbers of full months worked in the fiscal year prior to the Date of Termination divided by twelve, times the Average Bonus which shall be paid in Equal installments on a monthly basis during the Separation Period; (2) in the event of termination by reason of disability, (a) payments equal to the Base Salary less amounts payable under the Company’s long-term disability policy during the one year period following the Date of Termination, which shall be paid in equal monthly installments during the 12 month period following the Date of Termination; (b) continuation throughout the Separation Period of the Life Insurance Policy, and upon completion of such period, ownership of the Life Insurance Policy shall be transferred to the Executive at no cost to the Executive; and (c) continuation during the Separation Period or until the Executive begins to participate in a subsequent employer’s medical plan, of medical, disability and other health coverages at the level in effect on, and at the same out-of-pocket cost to the Executive as of, the Date of Termination; it being understood that the period of coverage under COBRA shall commence on the first day following the Date of Termination; (3) in the event of termination by reason of death, the Company shall take the steps reasonably necessary to have all proceeds from the Life Insurance Policy promptly paid to the beneficiaries designated thereunder; (4) rights to indemnification as set forth in Section 6 of this Agreement; (5) all stock based compensation and SERPs previously awarded and outstanding shall be vested (to the extent not already fully vested) on a pro rata basis based on the number of days prior to the Date of Termination in the relevant performance period (excluding any requirement for continued employment to qualify for such stock based compensation); and (6) distribution of any vested Market Stock Units (as determined under Section 3.4) which have not previously been distributed to Executive.

Post-Employment Benefits. Date The Company (and any successor to the business of Termination the Company) acknowledges and agrees to provide Executive the following benefits notwithstanding anything in this Agreement to the contrary, and further acknowledges and agrees that this provision shall survive any termination of Executive’s employment or any termination of this Agreement. In addition to any payments or benefits under the applicable provisions of Section 5 of this Agreement, upon Executive’s termination of employment from the Company and its subsidiaries for any reason (including, without limitation, due to or following any non-renewal of this Agreement, resignation, or termination by the Company with or without Cause), Executive and each person who is his covered dependent at such time under each applicable Welfare Benefit Plan (defined below), shall remain eligible to continue to participate in all of such plans (as they may be modified from time to time with respect to all senior executive officers), or such other plan that replaces a Welfare Benefit Plan and is subsequently made available to senior executive officers of the Company or any successor Company (the “Post-Employment Plans”) until the end of the plan year in which Executive reaches, or would have reached, age seventy-five (75) (such benefits, the “Post-Employment Benefits”). As of the Effective Date, Executive is eligible to participate in the following plans: Executive Physical Exams, Medical Expense Reimbursement Plan (MERP), Medical Insurance, Dental Insurance, Group Life Insurance (inclusive of the death and dismemberment benefit plan referred to in Section 4(a), up to $2 million coverage in the aggregate on Executive’s life), Vision Service Plan (collectively, the “Welfare Benefit Plans”). The coverage under such Post-Employment Plans shall be the date of death or disabilitysubject to Executive and/or such dependents, as applicable, continuing to pay the case may beapplicable employee portion of any premiums, co-payments, deductibles and similar costs (as if Executive was still an employee of the Company). Solely with respect to Executive’s dependents, such coverage shall terminate upon such earlier date if and when they become ineligible for any such benefits under the terms of such Welfare Benefit Plans or Post-Employment Plans, as applicable, and provided, that once Executive or his dependents become eligible for Medicare or any other government-sponsored medical insurance plan, or if Executive is eligible to participate in any other company’s medical insurance plan as an employee after the termination of his employment, Executive or his dependents shall utilize such eventgovernment plan or other company plan, in addition to the Accrued Obligations, the Executive shall be entitled to receive only: (1) a pro rata portion of the Average Bonus set forth in Section 4.1F(2), determined based on the numbers of full months worked in the fiscal year prior to the Date of Termination divided by twelve, times the Average Bonus which shall be paid in Equal installments on a monthly basis during the Separation Period; (2) in the event of termination by reason of disability, (a) payments equal to the Base Salary less amounts payable under and the Company’s long-term disability policy during the one year period following the Date of Termination, which shall be paid in equal monthly installments during the 12 month period following the Date of Termination; (b) continuation throughout the Separation Period insurance obligations as part of the Life Insurance Policy, and upon completion of Post-Employment Benefits hereunder shall become secondary to such period, ownership of government plan or other company plan. Notwithstanding the Life Insurance Policy shall be transferred to the Executive at no cost to the Executive; and (c) continuation during the Separation Period or until the Executive begins to participate in a subsequent employer’s medical plan, of medical, disability and other health coverages at the level in effect on, and at the same out-of-pocket cost to the Executive as of, the Date of Termination; it being understood that the period of coverage under COBRA shall commence on the first day following the Date of Termination; (3) in the event of termination by reason of deathforegoing, the Company shall take may meet any of its foregoing obligations under the steps reasonably necessary Post-Employment Plans by paying for, or providing for the payment of, such benefits directly or through alternative plans or individual policies which are no less favorable in all material respects (with respect to have all proceeds from the Life Insurance Policy promptly paid both coverage and cost to Executive) to the beneficiaries designated thereunder; (4) rights Post-Employment Plans, provided that the Company shall use its best efforts to indemnification as set forth assure that provision of the Post-Employments Benefits complies with Section 409A of the Code and will not result in Section 6 of this Agreement; (5) all stock based compensation and SERPs previously awarded and outstanding shall be vested (to the extent not already fully vested) on a pro rata basis based tax or other penalties on the number of days prior to the Date of Termination in the relevant performance period (excluding any requirement for continued employment to qualify for such stock based compensation); andCompany or Executive.

Post-Employment Benefits. Date of Termination shall be the date of death or disability, as the case may be, and in such event, in addition to the Accrued Obligations, the Executive shall be entitled to receive only: (1) a pro rata portion of the Average Bonus set forth in Section 4.1F(2), determined based on the numbers of full months worked in the fiscal year prior to the Date of Termination divided by twelve, times the Average Bonus which shall be paid in Equal installments on a monthly basis during the Separation Period; (2) in the event of termination by reason of disability, (a) payments equal to In the Base Salary less amounts payable under event Executive is terminated by the Company without Cause (as defined above) or Executive resigns from his employment with the Company’s long-term disability policy during the one year period following the Date of Termination, which shall be paid in equal monthly installments during the 12 month period following the Date of Termination; (b) continuation throughout the Separation Period of the Life Insurance Policy, and upon completion of such period, ownership of the Life Insurance Policy shall be transferred to the Executive at no cost to the Executive; and (c) continuation during the Separation Period or until the Executive begins to participate in a subsequent employer’s medical plan, of medical, disability and other health coverages at the level in effect on, and at the same out-of-pocket cost to the Executive as of, the Date of Termination; it being understood that the period of coverage under COBRA shall commence on the first day following the Date of Termination; (3) in the event of termination by reason of death, the Company shall take (i) pay the steps premiums for Executive’s COBRA coverage, and (ii) after Executive’s eligibility for COBRA benefits lapses, provide Executive, at the Company’s expense, with health insurance benefits reasonably necessary consistent with the benefits Executive received prior to have all proceeds Executive’s termination by the Company for the period from when Executive’s eligibility for COBRA benefits lapses until Executive turns 65 years of age. Executive’s rights pursuant to this Section 10 shall cease and of be of no further force and effect upon Executive’s acceptance of other employment which offers health insurance benefits reasonably consistent with the benefits Executive received prior to Executive’s termination by or resignation from the Life Insurance Policy promptly paid Company. (b) In the event Executive ceases to be employed by the Company for any reason other than death or a termination by the Company for Cause, the Company shall provide Executive (and Executive’s spouse and dependent children) a lifetime travel pass for the Company’s flights, enabling Executive (and his spouse and dependent children) to travel (free of charge) in any class of service that is available at the time of reservation; provided that such travel pass (the “Travel Pass”) shall be subject to the beneficiaries designated thereunderfollowing conditions: (i) in no event shall the Travel Pass become or be effective unless (A) at the time of termination of his employment, Executive was at least 60 years of age or had served in the position of Chief Executive Officer of the Company and/or President of the Company for at least ten years, and (B) Executive has executed and delivered to the Company an effective and irrevocable General Release in form and substance identical in all material respects to Exhibit A attached hereto; (4ii) rights to indemnification as set forth in Section 6 of this Agreement;the Travel Pass shall automatically terminate on Executive’s death; and (5iii) all stock based compensation and SERPs previously awarded and outstanding the Travel Pass shall be vested automatically terminate if Executive, directly or indirectly, (A) owns, manages, controls, participates in, consults with, renders services for, or in any manner engages in any business competing with the business conducted by the Company or its subsidiaries at any time or (B) engages in conduct that impairs or injures the reputation of, or xxxxx, the Company. Nothing in this paragraph (b) is intended to the extent not already fully vestedlimit Section 5(a)(iii) on a pro rata basis based on the number of days prior to the Date of Termination in the relevant performance period (excluding any requirement for continued employment to qualify for such stock based compensation); andhereof.

Post-Employment Benefits. Date of Termination shall be Upon the date of death or disabilityEmployee’s retirement on October 31, as the case may be, and in such event, in addition to the Accrued Obligations2005, the Executive Employee shall be entitled to such benefits under Company benefit plans in which he is a participant applicable to a voluntary termination of his employment on October 31, 2005, in accordance with the terms and conditions of such plans, including such benefits as he may be entitled to receive only: (1) a pro rata portion of the Average Bonus set forth in Section 4.1F(2), determined based on the numbers of full months worked in the fiscal year prior to the Date of Termination divided by twelve, times the Average Bonus which shall be paid in Equal installments on a monthly basis during the Separation Period; (2) in the event of termination by reason of disability, (a) payments equal to the Base Salary less amounts payable under the Company’s long-term disability policy during Supplemental Executive Retirement Plan (the one “SERP”), Supplemental Retirement and Deferred Compensation Plan (the “Deferred Compensation Plan”) and 401(k) plan, except that: (a) for purposes of calculating Employee’s retirement benefits under the SERP, Employee shall be credited with an additional year period following in age such that the Date benefit, as a percentage of TerminationFinal Average Pay, as defined in the SERP, shall be 35.8%, which shall be paid in equal monthly installments during is the 12 month period following the Date of TerminationSERP benefit that Employee would have been entitled to receive had he retired on October 31, 2006; and (b) continuation throughout in order that Employee may avoid the Separation Period imposition of interest and additional tax under Section 409A of the Life Insurance PolicyInternal Revenue Code of 1986 (“Section 409A”), and upon completion as amended, no payments shall be made to Employee under the SERP or the Deferred Compensation Plan until the Company’s first regular payroll date on or after May 1, 2006, but the first payment made to the Employee under each such plan shall be equal to the total payments that Employee would have been entitled to receive under the terms of such periodplans, ownership if payments had been made on each of the Life Insurance Policy Company’s regular payroll dates from December 1, 2005 through the first regular payroll date on or after May 1, 2006. The additional SERP benefits provided in paragraph 7(a) above shall be transferred treated as an additional deferral of compensation and shall be subject to Section 409A. The additional benefit described in paragraph 7(a) above shall be forfeited by Employee, along with other SERP benefits, if Employee engages in certain restricted activities in certain areas as provided in Article 9 of the Executive at no cost to SERP. All compensation, fringe benefits, perquisites and participation in any bonus or incentive plan shall cease as of the Executive; and (c) continuation during the Separation Period or until the Executive begins to participate in a subsequent employer’s medical plan, of medical, disability and other health coverages at the level in effect on, and at the same out-of-pocket cost to the Executive as of, the Date of Termination; it being understood that the period of coverage under COBRA shall commence on the first day following the Date of Termination; (3) in the event date of termination by reason of deathEmployee’s employment, the Company shall take the steps reasonably necessary to have all proceeds from the Life Insurance Policy promptly paid to the beneficiaries designated thereunder; (4) rights to indemnification as set forth in Section 6 of this Agreement; (5) all stock based compensation and SERPs previously awarded and outstanding shall be vested (to the extent not already fully vested) on a pro rata basis based on the number of days prior to the Date of Termination in the relevant performance period (excluding any requirement for continued employment to qualify for such stock based compensation); andunless otherwise specifically provided herein.

Post-Employment Benefits. Date (a) If, during the Term, Employee is terminated by the Company without Cause or the Employee terminates his employment with the Company for Good Reason (within four (4) months following the occurrence of Termination the event constituting Good Reason), the Company shall be pay to the Employee the amount specified below in Section 3.1(a)(i) within fifteen (15) business days after the date the Employee's employment is terminated (the "Termination Date"): (i) In lieu of death or disabilityany further payments to the Employee for periods subsequent to the Termination Date, as but without affecting the case may berights of the Employee referred to in Section 3.1(b) hereof, a lump sum payment (the "Post-Employment Payment"), less any withholdings required by applicable law, in an amount equal to the sum of (i) all earned and accrued but unpaid Base Salary, bonus payments and vacation pay, and in such event, in addition (ii) two and one-half (2.5) times the Employee's Base Salary and bonuses paid during the preceding twelve months. (ii) Upon written notice given by the Employee to the Accrued Obligations, the Executive shall be entitled to receive only: (1) a pro rata portion of the Average Bonus set forth in Section 4.1F(2), determined based on the numbers of full months worked in the fiscal year Company prior to the Date receipt of Termination divided by twelveany payment pursuant to Section 3.1(a)(i) hereof, times the Average Bonus which shall be Employee, at Employee's sole option, may elect to have all or any of the Post-Employment Payment paid in Equal installments to the Employee on a quarterly or monthly basis during the Separation Periodtime period specified in such written notice. (b) In addition to all other compensation due to the Employee, if, during the Term, Employee is terminated by the Company without Cause or the Employee terminates his employment with the Company for Good Reason (within four (4) months following the occurrence of the event constituting Good Reason): (i) Any Company stock options held by the Employee that have not previously terminated or been exercised shall be deemed vested and exercisable, regardless of whether or not the vesting/performance conditions set forth in the relevant agreements shall have been satisfied; (2ii) All restrictions on any restricted securities granted by the Company to the Employee that have not previously been forfeited shall be removed and the securities shall be fully vested and freely transferable without restrictions (unless otherwise restricted pursuant to applicable securities laws), regardless of whether the vesting/performance conditions set forth in the event of termination by reason of disability, (a) payments equal to the Base Salary less amounts payable under the Company’s long-term disability policy during the one year period following the Date of Termination, which relevant agreements shall be paid in equal monthly installments during the 12 month period following the Date of Termination; (b) continuation throughout the Separation Period of the Life Insurance Policy, and upon completion of such period, ownership of the Life Insurance Policy shall be transferred to the Executive at no cost to the Executive; and (c) continuation during the Separation Period or until the Executive begins to participate in a subsequent employer’s medical plan, of medical, disability and other health coverages at the level in effect on, and at the same out-of-pocket cost to the Executive as of, the Date of Termination; it being understood that the period of coverage under COBRA shall commence on the first day following the Date of Terminationhave been satisfied; (3iii) in For a period of two (2) years following the event of termination by reason of deathTermination Date, the Company shall take arrange to provide the steps reasonably necessary to have all proceeds from Employee with the Life Insurance Policy promptly paid to the beneficiaries designated thereunder; (4) rights to indemnification car allowance as set forth in Section 6 3.4, club dues as set forth in Section 3.6, and Employee Benefits (other than any stock option, stock purchase, stock appreciation, savings, pension, supplemental retirement or other retirement plan of the Company, or any other equity incentive policy, plan, program or arrangement of the Company), substantially similar to those which the Employee was receiving or entitled to receive immediately prior to the Termination Date (and if and to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company solely due to the fact that the Employee is no longer an officer or employee of the Company, then the Company shall itself pay to the Employee and/or the Employee's dependents and beneficiaries, the full cost of such Employee Benefits). Any Employee Benefits payable to the Employee pursuant to this Section 3.1(b)(iii) by reason of any "welfare benefit plan" of the Company (as such term is defined in the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are available to the Employee from another employer during such two (2) year period. (c) The Company and Employee acknowledge and agree that the termination of Employee's employment with the Company might, but for the provisions of this Agreement; Section 3.1(c), be deemed to vest rights to payments and/or benefits pursuant to the terms of both this Agreement and the KERP. Employee further acknowledges and agrees that it is not the intent of the parties that termination of Employee's employment with the Company will entitle Employee to payments and/or benefits pursuant to both this Agreement and the severance provisions of the KERP (as described on pages 10-12 of the KERP, the "KERP Severance Provisions"). Accordingly, in the event Employee's employment with the Company is terminated and such termination would, but for this Section 3.1(c), entitle Employee to payments and/or benefits pursuant to both this Agreement and the KERP Severance Provisions, Employee must elect (in writing within five (5) all stock based compensation days of the termination of Employee's employment) whether to receive payments and SERPs previously awarded and outstanding shall be vested (benefits pursuant to this Agreement or pursuant to the extent not already fully vested) on a pro rata basis based on KERP Severance Provisions; provided, however, under no circumstances shall the number termination of days prior Employee's employment with the Company prevent Employee from receiving his retention bonuses and/or his emergence performance bonuses as such are described in the KERP and earned by the Employee. Under no circumstances will the termination of Employee's employment with the Company entitle Employee to receive post-employment payments pursuant to both this Agreement and pursuant to the Date KERP. In the event of Termination in any inconsistency between the relevant performance period (excluding any requirement for continued employment to qualify for such stock based compensation); andprovisions of this Section 3.1(c) and the KERP, the provisions of this Section 3.1(c) will control.