Common use of Severance and Other Consideration Clause in Contracts

Severance and Other Consideration. (a) In consideration for the promises contained in this Reaffirmation Agreement, the Company, in consideration for the promises contained herein, agrees to provide the severance set forth in Section 8(c)(ii)(B) of the Prior Agreement. (b) It is the intent of the parties that this Reaffirmation Agreement shall cover the entire period of Executive’s employment with the Company. Therefore, Executive may only execute this Reaffirmation Agreement on the Retirement Date, and the Company’s obligation to provide the payment and benefits as referenced in this Section 4 will not be due and owing to Executive until after the Effective Date of this Reaffirmation Agreement, which affirms the parties’ intent that the release and waiver cover the entire employment period. (c) In paying the amount specified in this Paragraph 4, the Company makes no representation as to the tax consequences or liability arising from said payment including, without limitation, under Section 409A of the Internal Revenue Code of 1986, as amended. Moreover, the parties understand and agree that any tax consequences and/or liability arising from the payment to Executive shall be the sole responsibility of Executive. To this extent, Executive acknowledges and agrees that Executive will pay any and all income tax which may be determined to be due in connection with the payment described in this Paragraph 4. To the extent there is a Section 409A issue that can be resolved through participation in a voluntary corrections program maintained by the Internal Revenue Service, the Company will reasonably cooperate with Executive to comply with the requirements of such program, provided Executive gives timely notice to the Company if Executive receives any communications from the Internal Revenue Service or otherwise indicating that a Section 409A issue has arisen and Executive pays all fees, expenses and penalties associated therewith. (d) The payments and obligations assumed by the Company in this Paragraph 4 reflect consideration provided to Executive over and above anything of value to which Executive already is entitled, and will be subject to all applicable taxes, withholdings, and deductions. The Company may deduct from any payment to Executive any applicable withholding. Executive acknowledges and agrees that no other sums or amounts are or will be due or owing to him and expressly waives any rights or claims to additional sums, amounts, privileges, or benefits not expressly provided for in this Paragraph 4, whether written, oral, express or implied. (e) Executive acknowledges and agrees that the consideration and sums included in this Section 4 are the maximum sums ever to be due Executive from the Company, and Executive hereby relinquishes and waives any rights to other forms of payment or benefits under any other agreement between Executive and the Company, whether written, oral, express or implied.

Severance and Other Consideration. (a) In consideration for the Employee’s promises contained in this Reaffirmation Agreement, the Companyand in full settlement and release of any actual or potential claims, in consideration for the promises contained herein, AMS agrees to provide do the severance set forth following: i) pay to Employee the sum of Four Hundred Thousand Dollars ($400,000.00) which constitutes an amount equal to one year of Employee’s current base salary; ii) pay to Employee an additional payment in Section 8(c)(ii)(Bthe amount of Three Hundred Sixty-Two Thousand Dollars ($362,000.00); iii) pay on behalf of Employee eighteen (18) months of premiums for health and dental insurance continuation coverage under any AMS health plan in which Employee is enrolled as of the Prior Agreement. (b) It is the intent of the parties that this Reaffirmation Agreement shall cover the entire period of Executive’s employment with the Company. Therefore, Executive may only execute this Reaffirmation Agreement on the Retirement Date, and the Company’s obligation Separation Date pursuant to provide the payment and benefits as referenced in this Section 4 will not be due and owing to Executive until after the Effective Date of this Reaffirmation Agreement, which affirms the parties’ intent that the release and waiver cover the entire employment period. (c) In paying the amount specified in this Paragraph 4, the Company makes no representation as to the tax consequences or liability arising from said payment including, without limitation, under Section 409A 4980B of the Internal Revenue Code of 1986, as amendedamended (the “Code”), less the employee portion of such premiums which Employee agrees to timely pay on a monthly basis, such coverage not to extend beyond March 31, 2005. MoreoverAMS’s share of the premiums paid for such plans shall not constitute taxable income to Employee. In the event that Employee secures alternative coverage before the expiration of this time period, the parties understand and agree that any tax consequences and/or liability arising from the payment to Executive shall be the sole responsibility of Executive. To this extent, Executive acknowledges and agrees that Executive AMS’s obligation hereunder will pay any and all income tax which may be determined to be due in connection cease; iv) provide Employee with the payment described in this Paragraph 4. To the extent there is a Section 409A issue option of recording an outgoing message for his AMS voicemail box that contains information as to where he can be resolved through participation reached. AMS will maintain the outgoing message in a voluntary corrections program maintained by the Internal Revenue Service, voicemail system for three (3) months after the Company will reasonably cooperate with Executive to comply Separation Date. Employee shall provide AMS with the requirements contents of this outgoing message and AMS shall have the right to approve of the contents of any such programmessage; v) provide Employee with executive outplacement services through Right Management Consultants’ Professional Management Service program or another outplacement services company selected by Employee for a period of up to twelve (12) months after he first engages services with Right Management Consultants or another outplacement services company, provided Executive gives timely notice subject to advance consultation with and written approval by AMS’s Chief Human Resources Officer; and vi) consult with Employee as to the Company if Executive receives content of any communications press release relating to his departure from the Internal Revenue Service or otherwise indicating that a Section 409A issue has arisen and Executive pays all fees, expenses and penalties associated therewithAMS. (db) Within thirty (30) days following the receipt by AMS of this Agreement signed by Employee, seventy-five percent (75%) of the payments referenced in Sections 2(a)(i) and (ii) will be made by direct deposit into Employee’s bank account into which his paychecks are currently deposited. These payments shall be subject to all legally required withholdings and deductions. The remaining twenty-five percent (25%) of the payments contemplated under Sections 2(a)(i) and (ii) shall be paid with interest, at the federal prime rate, two (2) months after the Separation Date, provided Employee has fully complied with the obligations assumed by the Company set forth in this Paragraph 4 reflect consideration provided to Executive over and above anything of value to which Executive already is entitled, and Agreement. This second payment will be subject to all applicable taxes, withholdings, legally required withholdings and deductions. The Company may deduct from If Employee has not complied with the obligations in this Agreement, in particular Sections 11, 12, 13, 16, 17 and 21, Employee shall not be entitled to, nor shall Employee be paid, the remaining twenty-five percent (25%) of the severance payment referenced in Sections 2(a)(i) and (ii) above. Employee understands that AMS will not provide him with severance pay or any payment to Executive any applicable withholding. Executive acknowledges and agrees that no of the other sums or amounts are or will be due or owing to him and expressly waives any rights or claims to additional sums, amounts, privileges, or benefits not expressly listed above if he revokes his signature as provided for in Section 18 of this Paragraph 4, whether written, oral, express or impliedAgreement. (e) Executive acknowledges and agrees that the consideration and sums included in this Section 4 are the maximum sums ever to be due Executive from the Company, and Executive hereby relinquishes and waives any rights to other forms of payment or benefits under any other agreement between Executive and the Company, whether written, oral, express or implied.

Severance and Other Consideration. (a) In consideration for the Employee’s promises contained in this Reaffirmation Agreement, the Companyand in full settlement of any actual or potential claims, in consideration for the promises contained herein, AMS agrees to provide do the severance set forth following: i) pay to Employee the lump sum payment of Three Hundred Twenty Thousand and 00/100 Dollars ($320,000.00) which constitutes an amount equal to one year of Employee’s current base salary; ii) pay on behalf of Employee eighteen (18) months of premiums for health and dental insurance continuation coverage under any AMS health plan in Section 8(c)(ii)(B) which Employee is enrolled as of the Prior Agreement. (b) It is the intent of the parties that this Reaffirmation Agreement shall cover the entire period of Executive’s employment with the Company. Therefore, Executive may only execute this Reaffirmation Agreement on the Retirement Date, and the Company’s obligation Separation Date pursuant to provide the payment and benefits as referenced in this Section 4 will not be due and owing to Executive until after the Effective Date of this Reaffirmation Agreement, which affirms the parties’ intent that the release and waiver cover the entire employment period. (c) In paying the amount specified in this Paragraph 4, the Company makes no representation as to the tax consequences or liability arising from said payment including, without limitation, under Section 409A 4980B of the Internal Revenue Code of 1986, as amendedamended (the “Code”), less the employee portion of such premiums which Employee agrees to timely pay on a monthly basis, such coverage not to extend beyond April 30, 2005. MoreoverAMS’s share of the premiums paid for such plans shall not constitute taxable income to Employee. In the event that Employee secures alternative coverage before the expiration of this time period, the parties understand and agree that any tax consequences and/or liability arising from the payment to Executive shall be the sole responsibility of Executive. To this extent, Executive acknowledges and agrees that Executive AMS’s obligation hereunder will pay any and all income tax which may be determined to be due in connection cease; iii) provide Employee with the payment described in this Paragraph 4. To the extent there is a Section 409A issue option of recording an outgoing message for his AMS voicemail box, subject to review by AMS, that contains information as to where he can be resolved through participation reached. AMS will keep the outgoing message in a voluntary corrections program maintained by the Internal Revenue Service, voicemail system for three (3) months after the Company will reasonably cooperate with Executive to comply Separation Date; iv) provide Employee with the requirements option of such programrecording an outgoing message for his AMS email box, provided Executive gives timely notice subject to review by AMS, that contains information as to where he can be reached. AMS will keep the Company if Executive receives any communications from outgoing message in the Internal Revenue email system for three (3) months after the Separation Date; and v) provide Employee with executive outplacement services through Right Management Consultants’ Professional Management Service or otherwise indicating that program for a Section 409A issue has arisen and Executive pays all fees, expenses and penalties associated therewithperiod of up to nine (9) months after he first consults Right Management Consultants. (db) The payments and obligations assumed On or before the Separation Date, the payment referenced in Section 2(a)(i) will be made by the Company in this Paragraph 4 reflect consideration provided to Executive over and above anything of value to direct deposit into Employee’s bank account into which Executive already is entitled, and will his paychecks are currently deposited. This payment shall be subject to all applicable taxes, withholdings, legally required withholdings and deductions. The Company may deduct from any payment to Executive any applicable withholding. Executive acknowledges and agrees that no other sums or amounts are or will be due or owing to him and expressly waives any rights or claims to additional sums, amounts, privileges, or benefits not expressly provided for in this Paragraph 4, whether written, oral, express or implied. (ec) Executive acknowledges and agrees Employee understands that AMS will not provide him with severance pay or any of the consideration and sums included other benefits listed above if he revokes his signature as allowed in this Section 4 are the maximum sums ever to be due Executive from the Company, and Executive hereby relinquishes and waives any rights to other forms of payment or benefits under any other agreement between Executive and the Company, whether written, oral, express or implied16 below.

Severance and Other Consideration. (a) In consideration for the promises contained in this Reaffirmation Agreement, the Company, in consideration for the promises contained herein, agrees to provide the severance set forth in Section 8(c)(ii)(B) of the Prior Agreement. (b) It is the intent of the parties that this Reaffirmation Agreement shall cover the entire period of Executive’s employment with the Company. Therefore, Executive may only execute this Reaffirmation Agreement on the Retirement Date, and the Company’s obligation to provide the payment and benefits as referenced in this Section 4 will not be due and owing to Executive until after the Effective Date of this Reaffirmation Agreement, which affirms the parties’ intent that the release and waiver cover the entire employment period. (c) In paying the amount specified in this Paragraph 4, the Company makes no representation as to the tax consequences or liability arising from said payment including, without limitation, under Section 409A of the Internal Revenue Code of 1986, as amended. Moreover, the parties understand and agree that any tax consequences and/or liability arising from the payment to Executive shall be the sole responsibility of Executive. To this extent, Executive acknowledges and agrees that Executive will pay any and all income tax which may be determined to be due in connection with the payment described in this Paragraph 4. To the extent there is a Section 409A issue that can be resolved through participation in a voluntary corrections program maintained by the Internal Revenue Service, the Company will reasonably cooperate with Executive to comply with the requirements of such program, provided Executive gives timely notice to the Company if Executive receives any communications from the Internal Revenue Service or otherwise indicating that a Section 409A issue has arisen and Executive pays all fees, expenses and penalties associated therewith. (d) The payments and obligations assumed by the Company in this Paragraph 4 reflect consideration provided to Executive over and above anything of value to which Executive already is entitled, and will be subject to all applicable taxes, withholdings, and deductions. The Company may deduct from any payment to Executive any applicable withholding. Executive acknowledges and agrees that no other sums or amounts are or will be due or owing to him and expressly waives any rights or claims to additional sums, amounts, privileges, or benefits not expressly provided for in this Paragraph 4, whether written, oral, express or implied. (e) Executive acknowledges and agrees that the consideration and sums included in this Section 4 are the maximum sums ever to be due Executive from the Company, and Executive hereby relinquishes and waives any rights to other forms of payment or benefits under any other agreement between Executive and the Company, whether written, oral, express or implied.