Common use of Separation Benefit Clause in Contracts

Separation Benefit. (a) If Carmike at any time terminates Executive’s employment without Cause or if Executive resigns during his Protection Period for Good Reason, then: (b) Carmike shall pay Executive a total amount equal to (i) 2 times his Base Salary (at a rate equal to the highest level of Base Salary Executive was paid in the year prior to his 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 occurs. This severance benefit shall be payable in equal monthly installments (subject to applicable tax withholdings) over the twenty-four (24) consecutive month period which starts on the date Executive has a separation from service (within he meaning of § 409A of the Code), subject to Section 7.1(e) below; (c) Any restrictions on any outstanding restricted stock granted to Executive by Carmike before January 1, 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 § 7.1(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 § 7.1(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)).

Separation Benefit. (a) If Carmike at any time terminates Executive’s employment without Cause or if Executive resigns during his Protection Period for Good Reason, then: (b) Carmike shall pay Executive a total amount equal to (i) 2 times his Base Salary (at a rate equal to the highest level of Base Salary Executive was paid in the year prior to his termination of employment), plus and (ii) 2 times his target Annual Bonus for the calendar year prior to the calendar year in which his termination of employment occurs. This severance benefit shall be Bonus, payable in equal monthly installments (subject to applicable tax withholdings) over the twenty-four (24) consecutive month period which starts on the date Executive has a separation from service (within he the meaning of § 409A of the Code), subject to Section 7.1(e) below; (c1) Any 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 restricted stock granted grants to Executive by Carmike before January 1, 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 Carmike shall continue for the period described in § 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 § 7.1(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. RegRegs. § 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)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 Treas. Reg. § 1.409A-1(h)409A of the Code).

Separation Benefit. (a) If Carmike at any time terminates Executive’s employment without Cause or if Executive resigns during his Protection Period In consideration for Good ReasonCxxx’x execution, then: (b) Carmike shall pay Executive a total amount equal to non-revocation of, and compliance with this Agreement, including the waiver and release of claims in Paragraph 4, DGSE agrees and covenants (i) 2 times to reimburse Cxxx for legal fees and expenses incurred by him in connection with his Base Salary attorney’s review of this Agreement, including for review of the Employment Agreement and consultation and proposed revisions for this Agreement, (at up to a rate equal 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 such amendment shall not reduce or diminish the reimbursement rights applicable to the highest level of Base Salary Executive was paid in the year prior to his termination of employment), plus Cxxx; and (ii) 2 times that if Cxxx timely elects to continue coverage under DGSE’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), 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 payments to be made by direct deposit to an account designated by Cxxx or by check mailed to Cxxx at his target Annual Bonus last address on file with DGSE. The first such reimbursement payment shall be made in the 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 reimbursements be paid following 60 days after the expiration of the Term. Additionally, DGSE shall (i) continue to provide Cxxx with indemnification and rights thereto as set forth in Section 10 of the Employment Agreement (which Section 10 is incorporated herein by reference), DGSE agrees not to take any action that would or is intended to impair any Directors and Officers Liability Insurance coverage DGSE had in place for the calendar year prior benefit of DGSE’s executive level employees, including Cxxx, during his period of employment for DGSE, and DGSE agrees that, to the calendar year in which his termination of employment occurs. This severance benefit extent necessary to ensure Cxxx’x indemnification rights are fully protected, Cxxx shall be payable considered (for purposes of indemnification only, and not for general agency purposes) through the Separation Date to have been an “agent” of DGSE as the term “agent” is defined or used in equal monthly installments DGSE’s bylaws in regard to DGSE’s power to indemnify Cxxx hereunder, (subject to applicable tax withholdingsii) over the twenty-four (24) consecutive month period which starts on the date Executive has a separation from service (within he meaning of § 409A of the Code), subject to Section 7.1(e) below; (c) Any restrictions on any outstanding restricted stock granted to Executive by Carmike before January 1, 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 § 7.1(b), Executive shall 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 § 7.1(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 the Employee Retirement Income Security Act of 1974, as amended, as if his employment had terminated at the end of such period; (eDGSE set out in this Agreement) If Executive exceed what he is a “specified employee” (as defined in Treas. Reg. § 1.409A-1(i)), then each payment otherwise entitled 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 “receive upon separation from service” (employment under the 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 any Directors and Officers Liability Insurance coverage shall not be a condition for DGSE’s obligation to indemnify Cxxx as defined provided in Treas. Reg. § 1.409A-1(h))this Agreement.

Separation Benefit. (a) If Carmike at any time terminates Executive’s 's employment without Cause or if Executive resigns during his or her Protection Period for Good Reason, then: (b) Carmike shall pay Executive a total amount equal to two (i2.0) 2 times his Executive's Base Salary (at a rate equal to the highest level of Base Salary Executive was paid in the year prior to his 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 occurs. This severance benefit shall be payable in equal monthly installments (subject to applicable tax withholdings) over the twenty-four (24) consecutive month period which starts on the date Executive's employment terminates; (1) Each outstanding stock option granted to Executive has a separation from service by Carmike shall (within he meaning notwithstanding the terms under which such option was granted) become fully vested and exercisable on the date Executive's employment so terminates and shall (notwithstanding the terms under which such option was granted) remain exercisable for the remaining term of § 409A each such option (as determined as if there had been no such termination of Executive's employment) or for the remainder of the Codeperiod described in Section 2.1(b), whichever is less, subject to Section 7.1(ethe 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) below; and (c2) Any any restrictions on any outstanding restricted stock granted grants to Executive by Carmike before January 1, 2013 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 § 7.1(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 § 7.1(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; (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)).

Separation Benefit. Provided that (i) Executive executes this Agreement in accordance with Section 9(a); (ii) Executive 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) If Carmike at any time terminates Executive’s employment without Cause or if Executive resigns during his Protection Period 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 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 (icollectively, the “Act”) 2 times his Base Salary or Section 105(h) of the Internal Revenue Code (at a rate equal the “Code”), the Company-paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the highest level extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of Base Salary the Code. To the extent that any payment pursuant to this Section 3(b) is deemed to be taxable compensation to Executive was paid in the year prior to his termination of employment(“Taxable Benefit”), plus then the Company shall pay to Executive an amount (iithe “Gross Up”) 2 times his target Annual Bonus to compensate Executive for the calendar year prior 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 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 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 his termination of employment occursExecutive received the Taxable Benefits. This severance benefit The Gross Up shall be payable in equal monthly installments (subject to applicable tax withholdings) over the twenty-four (24) consecutive month period which starts on the date Executive has a separation from service (within he meaning of § 409A paid no later than December 31 of the Code), subject to Section 7.1(e) below;year in which Executive received the Taxable Benefits. (c) Any restrictions on any outstanding restricted stock granted to Executive by Carmike before January 1, 2013 immediately The Company shall (notwithstanding enter into the terms under which such grant was made) expire Consulting Agreement described in Section 5 and Executive’s right to such stock shall be non-forfeitable;provide for the compensation set forth therein. (d) For the period described in § 7.1(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% Notwithstanding any terms of the cost Plan or any award agreements to the contrary, in the event of such coverage. Carmike shall reimburse Executive for the difference between the cost a Change 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 § 7.1(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” Control (as defined in Treas. Reg. § 1.409A-1(i)), then each payment to which the Consulting Agreement) and provided Executive is a member of the Board on the effective date of the Change of Control, Executive shall become fully vested in any and all equity awards outstanding as of the effective date of the Change of Control. Executive acknowledges that, other than the payments described in this Agreement, the Final Compensation, and the Separation Benefit: (i) all outstanding payments or benefits for outstanding employment periods shall be forfeited in accordance with their terms; and (ii) Executive is not now and shall not in the future be eligible for or entitled under § 7.1 that is a payment of deferred to any other compensation from a “nonqualified deferred Company, 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 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))or benefit.

Separation Benefit. (a) If (i) Carmike at any time terminates Executive’s employment without Cause or if (ii) Executive resigns during his Protection Period for Good Reason, then: (b) Carmike shall pay Executive a total amount equal to two (i2) 2 times his Base Salary (at a rate equal to base salary in effect on the highest level of Base Salary Executive was paid in the year prior to day before his termination of employment)or her employment terminates, plus (ii) 2 times his target Annual Bonus for the calendar year prior to the calendar year in which his termination of employment 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 which starts 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 he the meaning of § 409A of the Code); provided, subject however, that if Executive has secured employment with another employer or is providing consulting services to Section 7.1(e) below;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. (c1) Any restrictions on any Each outstanding restricted and nonvested stock option granted to Executive by Carmike before January 1shall (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, 2013 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 § 7.1(b3.1(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 § 7.1(b3.1(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)).

Separation Benefit. (a) If (i) Carmike at any time terminates Executive’s employment without Cause or if (ii) Executive resigns during his Protection Period for Good Reason, then: (b) Carmike shall pay Executive a total amount equal to (i) 2 one (1) times his Base Salary (at a rate equal to base salary in effect on the highest level of Base Salary Executive was paid in the year prior to day before his termination of employment)or her employment terminates, plus (ii) 2 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 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 which starts 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 he the meaning of § 409A of the Code), subject to Section 7.1(e) below;. (c) Any restrictions on any outstanding restricted stock granted to Executive by Carmike before January 1, 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 § 7.1(b3.1(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 § 7.1(b3.1(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)).

Separation Benefit. (a) If Carmike at any time terminates Executive’s employment without Cause or if Executive resigns during his or her Protection Period for Good Reason, then: (b) Carmike shall pay Executive a total amount equal to two (i2.0) 2 times his Executive’s Base Salary (at a rate equal to the highest level of Base Salary Executive was paid in the year prior to his 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 occurs. This severance benefit shall be payable in equal monthly installments (subject to applicable tax withholdings) over the twenty-four (24) consecutive month period which starts on the date Executive’s employment terminates; (1) Each outstanding stock option granted to Executive has a separation from service by Carmike shall (within he meaning notwithstanding the terms under which such option was granted) become fully vested and exercisable on the date Executive’s employment so terminates and shall (notwithstanding the terms under which such option was granted) remain exercisable for ninety (90) days, or if less, for the remaining term of § 409A each such option (as determined as if there had been no such termination of the CodeExecutive’s employment), subject to Section 7.1(ethe 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) below; and (c2) Any any restrictions on any outstanding restricted stock granted grants to Executive by Carmike before January 1, 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 Carmike shall continue for the period described in § 7.1(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 § 7.1(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. RegRegs. § 1.409A-1(i)), then each payment to which Executive is entitled under this § 7.1 that is a payment of deferred compensation from a “nonqualified deferred compensation plan” (as defined in Treas. Reg. § 1.409A-1(a)) 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. RegRegs. § 1.409A-1(h)).