Common use of Separation Benefit Clause in Contracts

Separation Benefit. (a) If (i) Carmike at any time terminates Executive’s employment without Cause or (ii) Executive resigns during his Protection Period for Good Reason, then: (b) Carmike shall pay Executive a total amount equal to two (2) times his base salary in effect on the day before his or her employment terminates, payable in equal monthly installments (subject to applicable tax withholdings) over the twenty-four (24) consecutive calendar month period beginning with the calendar month that coincides with or next follows the sixty-day period beginning on the date Executive has a separation from service (within the meaning of § 409A of the Code); provided, however, that if Executive has secured employment with another employer or is providing consulting services to another business prior to or during the last 12 calendar months of such 24 month period (the “Second Year Payment Period”), such monthly payments required to be made by Carmike to Executive during the Second Year Payment Period will offset by compensation Executive earns from any such employment or services during the Second Year Payment Period. Executive covenants to promptly provide notice to Carmike upon securing such employment or providing such consulting services. (1) Each outstanding and nonvested stock option granted to Executive by Carmike shall (notwithstanding the terms under which such option was granted) become fully vested and exercisable on the date Executive’s employment so terminates and each outstanding stock option shall (notwithstanding the terms under which such option was granted) remain exercisable for ninety (90) days, or if less, for the remaining term of each such option (as determined as if there had been no such termination of Executive’s employment), subject to the same terms and conditions as if Executive had remained employed by Carmike for such term or such period (other than any term or condition which gives Carmike the right to cancel any such option) and (2) any restrictions on any outstanding shares of Carmike restricted stock held by Executive immediately shall (notwithstanding the terms under which such grant was made) expire and Executive’s right to such stock shall be non-forfeitable; (d) For the period described in § 3.1(b), Executive shall continue to be eligible to purchase substantially the same health, dental and vision care coverage and life insurance coverage as Executive was provided under Carmike’s employee benefit plans, policies and practices on the day before Executive’s employment terminated; provided, however, Executive shall pay 100% of the cost of such coverage. Carmike shall reimburse Executive for the difference between the cost of the coverage to Executive and the premium that an active employee would pay for the same coverage (“Carmike’s cost of coverage”) as soon as practical after Executive pays such cost. Further, if Carmike cannot make such coverage available to Executive under Carmike’s employee benefit plans, policies or programs, either Carmike shall, at its election, (i) make such coverage and benefits available to Executive outside such plans, policies and programs (with Executive paying 100% of the cost of such coverage and any tax liability and Carmike reimbursing Executive an amount equal to Carmike’s cost of coverage (as described above) as soon as practical after Executive pays such costs) or (ii) Carmike shall reimburse Executive for Executive’s cost to purchase substantially similar coverage and benefits; provided, however in no event will Carmike be required to incur annual reimbursement costs in an amount exceeding 150% of Carmike’s cost of coverage (as described above) for a similarly situated active employee during the one (1) year period preceding the date Executive’s employment terminates. Executive at the end of the period described in § 3.1(b) shall have the right to elect healthcare continuation coverage under § 4980B of the Code and the corresponding provisions of the Employee Retirement Income Security Act of 1974, as amended, as if his employment had terminated at the end of such period.

Separation Benefit. (a) If (i) Carmike at any time terminates Executive’s employment without Cause or (ii) if Executive resigns during his Protection Period for Good Reason, then: (b) Carmike shall pay Executive a total amount equal to two (2i) 2 times his base salary Base Salary (at a rate equal to the highest level of Base Salary Executive was paid in effect on the day before year prior to his or her employment terminatestermination of employment), and (ii) 2 times his target Annual Bonus, payable in equal monthly installments (subject to applicable tax withholdings) over the twenty-four (24) consecutive calendar month period beginning with the calendar month that coincides with or next follows the sixty-day period beginning which starts on the date Executive has a separation from service (within the meaning of § 409A of the Code); provided, however, that if Executive has secured employment with another employer or is providing consulting services subject to another business prior to or during the last 12 calendar months of such 24 month period (the “Second Year Payment Period”), such monthly payments required to be made by Carmike to Executive during the Second Year Payment Period will offset by compensation Executive earns from any such employment or services during the Second Year Payment Period. Executive covenants to promptly provide notice to Carmike upon securing such employment or providing such consulting services.Section 7.1(e) below; (1) Each outstanding and nonvested stock option granted to Executive by Carmike shall (notwithstanding the terms under which such option was granted) become fully vested and exercisable on the date Executive’s employment so terminates and each outstanding stock option shall (notwithstanding the terms under which such option was granted) remain exercisable for ninety (90) days, or if less, for the remaining term of each such option (as determined as if there had been no such termination of Executive’s employment), subject to the same terms and conditions as if Executive had remained employed by Carmike for such term or such period (other than any term or condition which gives Carmike the right to cancel any such option) and (2) any restrictions on any outstanding shares of Carmike restricted stock held grants to Executive by Executive Carmike immediately shall (notwithstanding the terms under which such grant was made) expire and Executive’s right to such stock shall be non-forfeitable; (d) For Carmike shall continue for the period described in § 3.1(b), 7.1(b) to provide to Executive shall continue to be eligible to purchase substantially the same health, dental and vision care coverage and life insurance coverage as Executive was provided under Carmike’s employee benefit plans, policies and practices on the day before Executive’s employment terminatedterminated or, at Executive’s election, on any date in the one (1) year period which ends on the date of such termination of employment; provided, however, Executive shall pay 100% of the cost of such coverage. coverage and Carmike shall reimburse Executive for the difference between the cost of the coverage to Executive and the premium that an active employee would pay for the same coverage (“Carmike’s portion of such cost of coverage”) as soon as practical after Executive pays such cost. Further, if Carmike cannot make provide such coverage available to Executive under Carmike’s employee benefit plans, policies or programs, either Carmike shall, at its election, (i) make shall provide such coverage and benefits available to Executive outside such plans, policies and programs at no additional expense or tax liability to Executive (with Executive paying 100% of the cost of such coverage and any tax liability and Carmike reimbursing Executive an amount equal to for such tax liability and Carmike’s cost portion of such coverage (as described above) as soon as practical after Executive pays such costs) or (ii) Carmike shall reimburse Executive for Executive’s cost to purchase substantially similar such coverage and benefits; provided, however in no event will Carmike be required to incur annual reimbursement costs in an amount exceeding 150% of Carmike’s cost of coverage (as described above) benefits and for a similarly situated active employee during the one (1) year period preceding the date Executive’s employment terminatesany tax liability for such reimbursements. Executive at the end of the period described in § 3.1(b7.1(b) shall have the right to elect healthcare continuation coverage under § 4980B of the Code and the corresponding provisions of the Employee Retirement Income Security Act of 1974, as amended, as if his employment had terminated at the end of such period; provided, however, (e) If Executive is a “specified employee” for purposes of § 409A of the Code (as “specified employee” is defined in Treas. Regs. § 1.409A-1(i)), then each payment to which Executive is entitled under § 7.1(b) shall be delayed until the date which is six (6) months and one (1) day after the date Executive has a “separation from service” (as “separation from service” is defined in § 409A of the Code).

Separation Benefit. (a) If Provided that (i) Carmike at any time terminates Executive’s employment without Cause or Executive executes this Agreement in accordance with Section 9(a); (ii) Executive resigns during his Protection Period remains employed with the Company in good standing continuously through the Separation Date; and (iii) Executive re-executes and re-affirms this Agreement in accordance with Section 9(b) and it becomes effective pursuant to Section 9(b); then Company shall provide the following payments and benefits to Executive (collectively, the “Separation Benefit”): (a) Executive shall remain eligible to receive an amount representing a pro-rata bonus for Good Reasoncalendar year 2023, then:subject to the discretion of the Board, calculated through August 1, 2023 (the “Pro-Rata Bonus”), which Pro-Rata Bonus shall be paid within ten (10) days following August 1, 2023. (b) Carmike If Executive is eligible for and elects to continue his health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the Employment Separation Date, then the Company shall pay Executive’s monthly premium under COBRA until the earliest of (A) January 31, 2024; (B) the expiration of Executive’s continuation coverage under COBRA; or (C) the date when Executive a total amount equal becomes eligible to two receive health insurance coverage in connection with new employment or self-employment. If the payment of any COBRA or health insurance premiums would otherwise violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (2collectively, the “Act”) times his base salary in effect on or Section 105(h) of the day before his or her employment terminatesInternal Revenue Code (the “Code”), payable in equal monthly installments (the Company-paid premiums shall be treated as taxable payments and be subject to applicable imputed income tax withholdingstreatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) over the twenty-four (24) consecutive calendar month period beginning with the calendar month that coincides with or next follows the sixty-day period beginning on the date Executive has a separation from service (within the meaning of § 409A of the Code. To the extent that any payment pursuant to this Section 3(b) is deemed to be taxable compensation to Executive (“Taxable Benefit”); provided, however, that if then the Company shall pay to Executive has secured employment with another employer or is providing consulting services to another business prior to or during the last 12 calendar months of such 24 month period an amount (the “Second Year Payment PeriodGross Up”)) to compensate Executive for the economic cost with respect to federal, state and local income and payroll taxes payable with respect to the Taxable Benefit. The calculation of the amount of the Gross Up shall be calculated such monthly payments required that, after payment by Executive of the federal, state and local income and payroll taxes with respect to the Taxable Benefits and the Gross Up, Executive shall be made by Carmike in substantially the same economic position after all taxes as if the Taxable Benefits were not includable in income. For purposes of determining the amount of the Gross Up, Executive shall be deemed to pay federal, state and local income and payroll taxes at the highest marginal rate of taxation in the calendar year in which Executive during received the Second Year Payment Period will offset by compensation Taxable Benefits. The Gross Up shall be paid no later than December 31 of the year in which Executive earns from any such employment or services during received the Second Year Payment Period. Executive covenants to promptly provide notice to Carmike upon securing such employment or providing such consulting servicesTaxable Benefits. (1c) Each outstanding The Company shall enter into the Consulting Agreement described in Section 5 and nonvested stock option granted to Executive by Carmike shall (notwithstanding the terms under which such option was granted) become fully vested and exercisable on the date Executive’s employment so terminates and each outstanding stock option shall (notwithstanding the terms under which such option was granted) remain exercisable for ninety (90) days, or if less, provide for the remaining term of each such option (as determined as if there had been no such termination of Executive’s employment), subject to the same terms and conditions as if Executive had remained employed by Carmike for such term or such period (other than any term or condition which gives Carmike the right to cancel any such option) and (2) any restrictions on any outstanding shares of Carmike restricted stock held by Executive immediately shall (notwithstanding the terms under which such grant was made) expire and Executive’s right to such stock shall be non-forfeitable;compensation set forth therein. (d) For Notwithstanding any terms of the period described Plan or any award agreements to the contrary, in § 3.1(b)the event of a Change of Control (as defined in the Consulting Agreement) and provided Executive is a member of the Board on the effective date of the Change of Control, Executive shall continue to be eligible to purchase substantially the same health, dental become fully vested in any and vision care coverage and life insurance coverage all equity awards outstanding as Executive was provided under Carmike’s employee benefit plans, policies and practices on the day before Executive’s employment terminated; provided, however, Executive shall pay 100% of the cost of such coverage. Carmike shall reimburse Executive for the difference between the cost effective date of the coverage to Change of Control. Executive acknowledges that, other than the payments described in this Agreement, the Final Compensation, and the premium that an active employee would pay for the same coverage (“Carmike’s cost of coverage”) as soon as practical after Executive pays such cost. Further, if Carmike cannot make such coverage available to Executive under Carmike’s employee benefit plans, policies or programs, either Carmike shall, at its election, Separation Benefit: (i) make such coverage all outstanding payments or benefits for outstanding employment periods shall be forfeited in accordance with their terms; and benefits available to Executive outside such plans, policies and programs (with Executive paying 100% of the cost of such coverage and any tax liability and Carmike reimbursing Executive an amount equal to Carmike’s cost of coverage (as described above) as soon as practical after Executive pays such costs) or (ii) Carmike Executive is not now and shall reimburse Executive not in the future be eligible for Executive’s cost or entitled to purchase substantially similar coverage and benefits; providedany other compensation from Company, however in no event will Carmike be required to incur annual reimbursement costs in an amount exceeding 150% including, without limitation, other wages, commissions, bonuses, vacation pay, holiday pay, paid time off, equity, stock options, restricted stock units, or any other form of Carmike’s cost of coverage (as described above) for a similarly situated active employee during the one (1) year period preceding the date Executive’s employment terminates. Executive at the end of the period described in § 3.1(b) shall have the right to elect healthcare continuation coverage under § 4980B of the Code and the corresponding provisions of the Employee Retirement Income Security Act of 1974, as amended, as if his employment had terminated at the end of such periodcompensation or benefit.

Separation Benefit. (a) If (i) Carmike at any time terminates Executive’s employment without Cause or (ii) if Executive resigns during his or her Protection Period for Good Reason, then: (b) Carmike shall pay Executive a total amount equal to two (22.0) times his base salary in effect on the day before his or her employment terminates, payable Executive’s Base Salary in equal monthly installments (subject to applicable tax withholdings) over the twenty-four (24) consecutive calendar month period beginning with the calendar month that coincides with or next follows the sixty-day period beginning which starts on the date Executive has a separation from service (within the meaning of § 409A of the Code); provided, however, that if Executive has secured Executive’s employment with another employer or is providing consulting services to another business prior to or during the last 12 calendar months of such 24 month period (the “Second Year Payment Period”), such monthly payments required to be made by Carmike to Executive during the Second Year Payment Period will offset by compensation Executive earns from any such employment or services during the Second Year Payment Period. Executive covenants to promptly provide notice to Carmike upon securing such employment or providing such consulting services.terminates; (1) Each outstanding and nonvested stock option granted to Executive by Carmike shall (notwithstanding the terms under which such option was granted) become fully vested and exercisable on the date Executive’s employment so terminates and each outstanding stock option shall (notwithstanding the terms under which such option was granted) remain exercisable for ninety (90) days, or if less, for the remaining term of each such option (as determined as if there had been no such termination of Executive’s employment), subject to the same terms and conditions as if Executive had remained employed by Carmike for such term or such period (other than any term or condition which gives Carmike the right to cancel any such option) and (2) any restrictions on any outstanding shares of Carmike restricted stock held grants to Executive by Executive Carmike immediately shall (notwithstanding the terms under which such grant was made) expire and Executive’s right to such stock shall be non-forfeitable; (d) For Carmike shall continue for the period described in § 3.1(b), 2.1(b) to provide to Executive shall continue to be eligible to purchase substantially the same health, dental and vision care coverage and life insurance coverage as Executive was provided under Carmike’s employee benefit plans, policies and practices on the day before Executive’s employment terminated; providedterminated or, howeverat Executive’s election, Executive shall pay 100% of on any date in the cost one (1) year period which ends on the date of such coverage. Carmike shall reimburse Executive for the difference between the cost termination of the coverage to Executive and the premium that an active employee would pay for the same coverage employment; provided (“Carmike’s cost of coverage”1) as soon as practical after Executive pays such cost. Further, if Carmike cannot make provide such coverage available to Executive under Carmike’s employee benefit plans, policies or programs, Carmike either Carmike shall, at its election, (i) make shall provide such coverage and benefits available to Executive outside such plans, policies and programs (with Executive paying 100% of the cost of such coverage and any at no additional expense or tax liability and Carmike reimbursing to Executive an amount equal to Carmike’s cost of coverage (as described above) as soon as practical after Executive pays such costs) or (ii) Carmike shall reimburse Executive for Executive’s cost to purchase substantially similar such coverage and benefits; provided, however in no event will Carmike be required to incur annual reimbursement costs in an amount exceeding 150% of Carmike’s cost of coverage benefits and for any tax liability for such reimbursements and (as described above2) for a similarly situated active employee during the one (1) year period preceding the date Executive’s employment terminates. Executive at the end of the period described in § 3.1(b2.1(b) shall have the right to elect healthcare continuation coverage under § 4980B of the Code and the corresponding provisions of the Employee Retirement Income Security Act of 1974, as amended, as if his or her employment had terminated at the end of such period; provided, however, (e) If Executive is a “specified employee” for purposes of § 409A of the Code (as “specified employee” is defined in Treas. Regs. § 1.409A-1(i)), then each payment to which Executive is entitled under this § 2.1 shall be delayed until the date which is six (6) months and one (1) day after the date Executive has a “separation from service” (as “separation from service” is defined in Treas. Regs. § 1.409A-1(h)).

Separation Benefit. (a) If In consideration for Cxxx’x execution, non-revocation of, and compliance with this Agreement, including the waiver and release of claims in Paragraph 4, DGSE agrees and covenants (i) Carmike at to reimburse Cxxx for legal fees and expenses incurred by him in connection with his attorney’s review of this Agreement, including for review of the Employment Agreement and consultation and proposed revisions for this Agreement, (up to a maximum of $3,500) upon documentation consistent with DGSE’s reimbursement policy as such policy existed as of the Effective Date of this Agreement or as amended, provided any time terminates Executive’s employment without Cause such amendment shall not reduce or diminish the reimbursement rights applicable to Cxxx; and (ii) Executive resigns during his Protection Period for Good Reason, then: (b) Carmike shall pay Executive a total amount equal to two (2) times his base salary in effect on the day before his or her employment terminates, payable in equal monthly installments (subject to applicable tax withholdings) over the twenty-four (24) consecutive calendar month period beginning with the calendar month that coincides with or next follows the sixty-day period beginning on the date Executive has a separation from service (within the meaning of § 409A of the Code); provided, however, that if Executive has secured employment with another employer or is providing consulting services Cxxx timely elects to another business prior continue coverage under DGSE’s group health plan pursuant to or during the last 12 calendar months Consolidated Omnibus Budget Reconciliation Act of such 24 month period 1985 (the “Second Year Payment PeriodCOBRA”), DGSE will reimburse to Cxxx the premium amounts paid for continued coverage under the health plan in excess of the active employee rate until the earlier of (i) the date that Cxxx becomes eligible for coverage under another group health plan or otherwise is not eligible for continued coverage and (ii) the expiration of the Term. DGSE agrees to and will pay the COBRA reimbursement amounts to Cxxx on a monthly basis, with such monthly payments required to be made by Carmike direct deposit to Executive during an account designated by Cxxx or by check mailed to Cxxx at his last address on file with DGSE. The first such reimbursement payment shall be made in the Second Year Payment Period will offset by compensation Executive earns from first month in which Cxxx has paid such premiums that is after the Effective Date (as defined in Paragraph 4(b)(iv)), and in no event shall any such employment or services during reimbursements be paid following 60 days after the Second Year Payment Periodexpiration of the Term. Executive covenants to promptly provide notice to Carmike upon securing such employment or providing such consulting services. (1) Each outstanding and nonvested stock option granted to Executive by Carmike Additionally, DGSE shall (notwithstanding i) continue to provide Cxxx with indemnification and rights thereto as set forth in Section 10 of the terms under Employment Agreement (which such option was granted) become fully vested Section 10 is incorporated herein by reference), DGSE agrees not to take any action that would or is intended to impair any Directors and exercisable on the date Executive’s employment so terminates and each outstanding stock option shall (notwithstanding the terms under which such option was granted) remain exercisable for ninety (90) days, or if less, Officers Liability Insurance coverage DGSE had in place for the remaining term benefit of each such option (as determined as if there had been no such termination DGSE’s executive level employees, including Cxxx, during his period of Executive’s employment)employment for DGSE, subject and DGSE agrees that, to the same terms and conditions as if Executive had remained employed by Carmike for such term or such period (other than any term or condition which gives Carmike the right extent necessary to cancel any such option) and (2) any restrictions on any outstanding shares of Carmike restricted stock held by Executive immediately shall (notwithstanding the terms under which such grant was made) expire and Executive’s right to such stock ensure Cxxx’x indemnification rights are fully protected, Cxxx shall be non-forfeitable; considered (dfor purposes of indemnification only, and not for general agency purposes) For through the period described Separation Date to have been an “agent” of DGSE as the term “agent” is defined or used in § 3.1(b)DGSE’s bylaws in regard to DGSE’s power to indemnify Cxxx hereunder, Executive shall (ii) continue to be eligible bound by any obligation of DGSE with respect to purchase substantially the same health, dental and vision care coverage and life insurance coverage as Executive was provided under Carmike’s employee benefit plans, policies and practices on the day before Executive’s employment terminated; provided, however, Executive shall pay 100% assignment of the cost of such coverage. Carmike shall reimburse Executive for the difference between the cost Employment Agreement set forth in Section 8.2 of the coverage to Executive Employment Agreement (which Section 8.2 is incorporated herein by reference), and the premium that an active employee would pay for the same coverage (“Carmikeiii) timely reimburse all DGSE charges incurred on DGSE AmEx accounts in Cxxx’x name in accordance with DGSE’s cost of coverage”) reimbursement policy as soon such policy existed as practical after Executive pays such cost. Further, if Carmike cannot make such coverage available to Executive under Carmike’s employee benefit plans, policies or programs, either Carmike shall, at its election, (i) make such coverage and benefits available to Executive outside such plans, policies and programs (with Executive paying 100% of the cost Effective Date of this Agreement or as amended, provided any such coverage amendment shall not reduce or diminish the reimbursement rights applicable to Cxxx, and any tax liability and Carmike reimbursing Executive an amount equal to Carmike’s cost of coverage (as described above) as soon as practical after Executive pays such costs) or (ii) Carmike shall reimburse Executive for Executive’s cost to purchase substantially similar coverage and benefits; provided, however in no event will Carmike be required to incur annual reimbursement costs in an amount exceeding 150% of Carmike’s cost of coverage (as described above) for a similarly situated active employee during the one (1) year period preceding the date Executive’s employment terminates. Executive at following the end of the period described in § 3.1(b) Term, DGSE shall have the right to elect healthcare continuation coverage under § 4980B of the Code cancel and remove Cxxx from such accounts. Cxxx understands, acknowledges and agrees that these benefits (and the corresponding provisions other promises and undertakings of DGSE set out in this Agreement) exceed what he is otherwise entitled to receive upon separation from employment under the Employee Retirement Income Security Act circumstances described herein, and that these benefits are in exchange for executing this Agreement. Cxxx further acknowledges no entitlement to any additional payment or consideration not specifically referenced in this Agreement. DGSE understands and agrees that the existence or application of 1974, any Directors and Officers Liability Insurance coverage shall not be a condition for DGSE’s obligation to indemnify Cxxx as amended, as if his employment had terminated at the end of such periodprovided in this Agreement.

Separation Benefit. (a) If (i) Carmike at any time terminates Executive’s employment without Cause or (ii) Executive resigns during his Protection Period for Good Reason, then: (b) Carmike shall pay Executive a total amount equal to two (2i) one (1) times his base salary in effect on the day before his or her employment terminates, plus (ii) in the event Carmike terminates Executive’s employment without Cause during the Protection Period or Executive resigns for Good Reason during the Protection Period, one (1) times his target annual bonus for the calendar year prior to the calendar year in which his termination of employment occurs, except that if Executive’s employment terminates in 2016, the annual bonus used in the calculation shall be his 2016 target bonus. This severance benefit shall be payable in equal monthly installments (subject to applicable tax withholdings) over the twenty-four twelve (2412) consecutive calendar month period beginning with the calendar month that coincides with or next follows the sixty-day period beginning on the date Executive has a separation from service (within the meaning of § 409A of the Code); provided, however, that if Executive has secured employment with another employer or is providing consulting services to another business prior to or during the last 12 calendar months of such 24 month period (the “Second Year Payment Period”), such monthly payments required to be made by Carmike to Executive during the Second Year Payment Period will offset by compensation Executive earns from any such employment or services during the Second Year Payment Period. Executive covenants to promptly provide notice to Carmike upon securing such employment or providing such consulting services. (1) Each outstanding and nonvested stock option granted to Executive by Carmike shall (notwithstanding the terms under which such option was granted) become fully vested and exercisable on the date Executive’s employment so terminates and each outstanding stock option shall (notwithstanding the terms under which such option was granted) remain exercisable for ninety (90) days, or if less, for the remaining term of each such option (as determined as if there had been no such termination of Executive’s employment), subject to the same terms and conditions as if Executive had remained employed by Carmike for such term or such period (other than any term or condition which gives Carmike the right to cancel any such option) and (2) any restrictions on any outstanding shares of Carmike restricted stock held by Executive immediately shall (notwithstanding the terms under which such grant was made) expire and Executive’s right to such stock shall be non-forfeitable; (dc) For the period described in § 3.1(b), Executive shall continue to be eligible to purchase substantially the same health, dental and vision care coverage and life insurance coverage as Executive was provided under Carmike’s employee benefit plans, policies and practices on the day before Executive’s employment terminated; provided, however, Executive shall pay 100% of the cost of such coverage. Carmike shall reimburse Executive for the difference between the cost of the coverage to Executive and the premium that an active employee would pay for the same coverage (“Carmike’s cost of coverage”) as soon as practical after Executive pays such cost. Further, if Carmike cannot make such coverage available to Executive under Carmike’s employee benefit plans, policies or programs, either Carmike shall, at its election, (i) make such coverage and benefits available to Executive outside such plans, policies and programs (with Executive paying 100% of the cost of such coverage and any tax liability and Carmike reimbursing Executive an amount equal to Carmike’s cost of coverage (as described above) as soon as practical after Executive pays such costs) or (ii) Carmike shall reimburse Executive for Executive’s cost to purchase substantially similar coverage and benefits; provided, however in no event will Carmike be required to incur annual reimbursement costs in an amount exceeding 150% of Carmike’s cost of coverage (as described above) for a similarly situated active employee during the one (1) year period preceding the date Executive’s employment terminates. Executive at the end of the period described in § 3.1(b) shall have the right to elect healthcare continuation coverage under § 4980B of the Code and the corresponding provisions of the Employee Retirement Income Security Act of 1974, as amended, as if his employment had terminated at the end of such period.

Separation Benefit. In consideration of your acceptance of the terms of this Agreement, which memorializes the Release and Waiver referenced in Paragraph 8 of the Employment Agreement between you and the Company dated December 14, 2011 (incorporated herein and attached as Exhibit A), and provided you do not revoke your acceptance of this Agreement, the Company will provide you with the separation benefits described in this Paragraph 5. a) If You will receive a separation benefit equal to $375,000.00, less customary payroll deductions and withholdings, which amount is equal to 100% of one year of your Base Salary, as defined in your December 14, 2011 Employment Agreement (iExhibit A), in effect as of the Effective Separation Date. This separation benefit will be paid in a lump sum within ninety (90) Carmike days of the Effective Separation Date, but after the “Effective Date” of this Agreement as defined in Paragraph 24 below. b) For the one-year period following the Effective Separation Date, the Company will continue to provide you and your family with the life insurance and short-term and long-term disability benefits coverage that was in place as of the Effective Separation Date. You agree and acknowledge that your continued participation in such benefits is conditioned upon the continued availability of such coverage and is subject to any changes that may be made to such coverage by the applicable insurance companies. You also agree and acknowledge that the Company is only obligated to make premium payments for continuation of the same types and levels of coverage that you had as of your Effective Separation Date and that you are also responsible to make any required contributions toward the premiums on the same terms as during your employment. c) The Company shall pay you an additional lump sum separation benefit equal to $95,000.00, less customary payroll deductions and withholdings. This additional separation benefit will be paid in a lump sum within ninety (90) days of the Effective Separation Date, but after the “Effective Date” of this Agreement as defined in Paragraph 24 below. d) All outstanding stock options held by you on March 5, 2013 will vest upon the “Effective Date” of this Agreement (as defined in Paragraph 24 below) and become immediately exercisable, and your outstanding stock options may be exercised at any time terminates Executive’s employment without Cause or (ii) Executive resigns during his Protection Period for Good Reasonbefore their applicable expiration dates. In addition, then: (b) Carmike shall pay Executive a total amount equal to two (2) times his base salary in effect all shares of restricted stock held by you on the day before his or her employment terminatesMarch 5, payable in equal monthly installments (subject to applicable tax withholdings) over the twenty-four (24) consecutive calendar month period beginning with the calendar month that coincides with or next follows the sixty-day period beginning on the date Executive has a separation from service (within the meaning of § 409A 2013 will become 100% vested as of the Code“Effective Date” of this Agreement (as defined in Paragraph 24 below); provided, however, that if Executive has secured employment the number of shares with another employer or is providing consulting services a value necessary to another business prior to or during cover the last 12 calendar months of such 24 month period (the “Second Year Payment Period”), such monthly payments minimum taxes required to be made by Carmike to Executive during the Second Year Payment Period will offset by compensation Executive earns from any such employment or services during the Second Year Payment Period. Executive covenants to promptly provide notice to Carmike upon securing such employment or providing such consulting services. (1) Each outstanding and nonvested stock option granted to Executive by Carmike shall (notwithstanding the terms under which such option was granted) become fully vested and exercisable withheld on the date Executive’s employment so terminates value of the accelerated vesting of your restricted stock on the “Effective Date” of this Agreement (as defined in Paragraph 24 below) shall be withheld by the Company to cover such withholding, and each outstanding stock option you shall be entitled to the net number of shares after such deduction. The Company makes no representations to you regarding the taxability and/or tax implications of this Agreement. You are solely responsible for any tax consequences associated with the payments made pursuant to this Agreement, regardless of whether the Company should have contributed and withheld taxes from the amounts paid (notwithstanding including Social Security and Medicare). You agree to defend, indemnify, reimburse and hold the terms under which Company harmless for any and all taxes, contributions, withholdings, fees, assessments, interest, costs, penalties and other charges that may be imposed on the Company by the Internal Revenue Service, the New York State Tax Department or any other federal, state or local taxing authority by reason of the payments above, the absence of withholdings and deductions made from certain payments above and/or your non-payment or late payment of taxes due, and you alone assume all liability for all such option was grantedamounts. You acknowledge and agree that, in the absence of this Agreement, you are not entitled to the separation benefit set forth in this Paragraph 5. You agree that you are not entitled to any other compensation (including but not limited to, salary or bonuses) remain exercisable for ninety (90) daysor benefits of any kind or description from the Company, or if lessfrom or under any benefit plan sponsored by the Company, for the remaining term of each such option (as determined as if there had been no such termination of Executive’s employment), subject to the same terms and conditions as if Executive had remained employed by Carmike for such term or such period (other than any term or condition which gives Carmike the right to cancel any such option) and (2) any restrictions on any outstanding shares of Carmike restricted stock held by Executive immediately shall (notwithstanding the terms under which such grant was made) expire and Executive’s right to such stock shall be non-forfeitable; (d) For the period described in § 3.1(b), Executive shall continue to be eligible to purchase substantially the same health, dental and vision care coverage and life insurance coverage as Executive was provided under Carmike’s employee benefit plans, policies and practices on the day before Executive’s employment terminated; provided, however, Executive shall pay 100% of the cost of such coverage. Carmike shall reimburse Executive for the difference between the cost of the coverage to Executive and the premium that an active employee would pay for the same coverage (“Carmike’s cost of coverage”) as soon as practical after Executive pays such cost. Further, if Carmike cannot make such coverage available to Executive under Carmike’s employee benefit plans, policies or programs, either Carmike shall, at its election, (i) make such coverage and benefits available to Executive outside such plans, policies and programs (with Executive paying 100% of the cost of such coverage and any tax liability and Carmike reimbursing Executive an amount equal to Carmike’s cost of coverage (as described above) as soon as practical after Executive pays such costs) or (ii) Carmike shall reimburse Executive for Executive’s cost to purchase substantially similar coverage above and benefits; provided, however those in no event will Carmike which you may already be required to incur annual reimbursement costs in an amount exceeding 150% of Carmike’s cost of coverage (as described above) for a similarly situated active employee during the one (1) year period preceding the date Executive’s employment terminates. Executive at the end of the period described in § 3.1(b) shall have the right to elect healthcare continuation coverage under § 4980B of the Code and the corresponding provisions of the Employee Retirement Income Security Act of 1974, as amended, as if his employment had terminated at the end of such periodvested.

Separation Benefit. (a) If (i) Carmike at any time terminates Executive’s 's employment without Cause or (ii) if Executive resigns during his or her Protection Period for Good Reason, then: (b) Carmike shall pay Executive a total amount equal to two (22.0) times his base salary in effect on the day before his or her employment terminates, payable Executive's Base Salary in equal monthly installments (subject to applicable tax withholdings) over the twenty-four (24) consecutive calendar month period beginning with the calendar month that coincides with or next follows the sixty-day period beginning which starts on the date Executive has a separation from service (within the meaning of § 409A of the Code); provided, however, that if Executive has secured Executive's employment with another employer or is providing consulting services to another business prior to or during the last 12 calendar months of such 24 month period (the “Second Year Payment Period”), such monthly payments required to be made by Carmike to Executive during the Second Year Payment Period will offset by compensation Executive earns from any such employment or services during the Second Year Payment Period. Executive covenants to promptly provide notice to Carmike upon securing such employment or providing such consulting services.terminates; (1) Each outstanding and nonvested stock option granted to Executive by Carmike shall (notwithstanding the terms under which such option was granted) become fully vested and exercisable on the date Executive’s 's employment so terminates and each outstanding stock option shall (notwithstanding the terms under which such option was granted) remain exercisable for ninety (90) days, or if less, for the remaining term of each such option (as determined as if there had been no such termination of Executive’s 's employment) or for the remainder of the period described in Section 2.1(b), whichever is less, subject to the same terms and conditions as if Executive had remained employed by Carmike for such term or such period (other than any term or condition which gives Carmike the right to cancel any such option) and (2) any restrictions on any outstanding shares of Carmike restricted stock held grants to Executive by Executive Carmike immediately shall (notwithstanding the terms under which such grant was made) expire and Executive’s 's right to such stock shall be non-forfeitable; (d) For Carmike shall continue for the period described in § 3.1(b), Section 2.1(b) to provide to Executive shall continue to be eligible to purchase substantially the same health, dental and vision care coverage and life insurance coverage as Executive was provided under Carmike’s 's employee benefit plans, policies and practices on the day before Executive’s 's employment terminatedterminated or, at Executive's election, on any date in the one (1) year period which ends on the date of such termination of employment; provided, however, Executive shall pay 100% of the cost of such coverage. Carmike shall reimburse Executive for the difference between the cost of the coverage to Executive and the premium that an active employee would pay for the same coverage (“Carmike’s cost of coverage”1) as soon as practical after Executive pays such cost. Further, if Carmike cannot make provide such coverage available to Executive under Carmike’s 's employee benefit plans, policies or programs, Carmike either Carmike shall, at its election, (i) make shall provide such coverage and benefits available to Executive outside such plans, policies and programs (with Executive paying 100% of the cost of such coverage and any at no additional expense or tax liability and Carmike reimbursing to Executive an amount equal to Carmike’s cost of coverage (as described above) as soon as practical after Executive pays such costs) or (ii) Carmike shall reimburse Executive for Executive’s 's cost to purchase substantially similar such coverage and benefits; provided, however in no event will Carmike be required to incur annual reimbursement costs in an amount exceeding 150% of Carmike’s cost of coverage benefits and for any tax liability for such reimbursements and (as described above2) for a similarly situated active employee during the one (1) year period preceding the date Executive’s employment terminates. Executive at the end of the period described in § 3.1(bSection 2.1(b) shall have the right to elect healthcare continuation coverage under § Section 4980B of the Code and the corresponding provisions of the Employee Retirement Income Security Act of 1974, as amended, as if his or her employment had terminated at the end of such period.

Separation Benefit. (a) If (i) Carmike at any time terminates Executive’s employment without Cause or (ii) if Executive resigns during his Protection Period for Good Reason, then: (b) Carmike shall pay Executive a total amount equal to two (2i) 2 times his base salary Base Salary (at a rate equal to the highest level of Base Salary Executive was paid in effect on the day before year prior to his or her termination of employment), plus (ii) 2 times his target Annual Bonus for the calendar year prior to the calendar year in which his termination of employment terminates, occurs. This severance benefit shall be payable in equal monthly installments (subject to applicable tax withholdings) over the twenty-four (24) consecutive calendar month period beginning with the calendar month that coincides with or next follows the sixty-day period beginning which starts on the date Executive has a separation from service (within the he meaning of § 409A of the Code); provided, however, that if Executive has secured employment with another employer or is providing consulting services subject to another business prior to or during the last 12 calendar months of such 24 month period (the “Second Year Payment Period”), such monthly payments required to be made by Carmike to Executive during the Second Year Payment Period will offset by compensation Executive earns from any such employment or services during the Second Year Payment Period. Executive covenants to promptly provide notice to Carmike upon securing such employment or providing such consulting services.Section 7.1(e) below; (1c) Each Any restrictions on any outstanding and nonvested restricted stock option granted to Executive by Carmike shall (notwithstanding the terms under which such option was granted) become fully vested and exercisable on the date Executive’s employment so terminates and each outstanding stock option shall (notwithstanding the terms under which such option was granted) remain exercisable for ninety (90) daysbefore January 1, or if less, for the remaining term of each such option (as determined as if there had been no such termination of Executive’s employment), subject to the same terms and conditions as if Executive had remained employed by Carmike for such term or such period (other than any term or condition which gives Carmike the right to cancel any such option) and (2) any restrictions on any outstanding shares of Carmike restricted stock held by Executive 2013 immediately shall (notwithstanding the terms under which such grant was made) expire and Executive’s right to such stock shall be non-forfeitable; (d) For the period described in § 3.1(b7.1(b), Executive shall continue to be eligible to purchase substantially the same health, dental and vision care coverage and life insurance coverage as Executive was provided under Carmike’s employee benefit plans, policies and practices on the day before Executive’s employment terminated; provided, however, Executive shall pay 100% of the cost of such coverage. Carmike shall reimburse Executive for the difference between the cost of the coverage to Executive and the premium that an active employee would pay for the same coverage (“Carmike’s cost of coverage”) as soon as practical after Executive pays such cost. Further, if Carmike cannot make such coverage available to Executive under Carmike’s employee benefit plans, policies or programs, either Carmike shall, at its election, (i) make such coverage and benefits available to Executive outside such plans, policies and programs (with Executive paying 100% of the cost of such coverage and any tax liability and Carmike reimbursing Executive an amount equal to Carmike’s cost of coverage (as described above) as soon as practical after Executive pays such costs) or (ii) Carmike shall reimburse Executive for Executive’s cost to purchase substantially similar coverage and benefits; provided, however in no event will Carmike be required to incur annual reimbursement costs in an amount exceeding 150% of Carmike’s cost of coverage (as described above) for a similarly situated active employee during the one (1) year period preceding the date Executive’s employment terminates. Executive at the end of the period described in § 3.1(b7.1(b) shall have the right to elect healthcare continuation coverage under § 4980B of the Code and the corresponding provisions of the Employee Retirement Income Security Act of 1974, as amended, as if his employment had terminated at the end of such period; (e) If Executive is a “specified employee” (as defined in Treas. Reg. § 1.409A-1(i)), then each payment to which Executive is entitled under § 7.1 that is a payment of deferred compensation from a “nonqualified deferred compensation plan” (as defined in Treas. Reg. § 1.409A-1(a)) shall be delayed until the date which is six (6) months and one (1) day after the date Executive has a “separation from service” (as defined in Treas. Reg. § 1.409A-1(h)).