Common use of Severance and Other Payments Clause in Contracts

Severance and Other Payments. a. If Employee's employment pursuant to this Agreement is terminated for "cause" (as herein defined), the Company shall not be obligated to pay or provide any severance compensation or benefits to Employee. b. If Employee becomes incapacitated (as herein defined) during the term of this Agreement because of sickness, injury or physical or mental disability, the Company agrees that, from the date of the determination of incapacity and continuing for a period of twenty four (24) months the Company shall pay to Employee thirty percent (30%) of Employee's salary otherwise payable as of the date of the determination of disability. Company may obtain disability insurance coverage to discharge all or part of its responsibility to Employee under this paragraph and if such coverage provides for monthly payments equal to or greater than those provided herein, Employee shall be entitled to such amount. c. If Employee's employment with the Company is terminated under Paragraph 7(c) of this Agreement or the Company elects not to continue the Agreement under Paragraph 2 above, the Company agrees to pay to Employee an amount equal to fifty percent (50%) of Employee's then current annual base salary (or, if this Agreement has expired, an amount equal to fifty percent (50%) of Employee's annual base salary on the last effective day of this Agreement's term) ("Severance Payment"). Such Severance Payment shall only be owed to Employee and paid by the Company following the execution of a mutually agreeable severance agreement by Employee and the Company that shall be written within 15 days of the date of Employee's termination. In addition to the foregoing Severance Payment, Employee may continue to participate in the Company's group health plan, if any, then in effect, at no cost to the Company, for the term of this Agreement or such lesser period as may be limited by applicable law or regulation.

Severance and Other Payments. a. If Employee's employment pursuant to this Agreement is terminated for "cause" (as herein defined), the Company shall not be obligated to pay or provide any severance compensation or benefits to Employee. b. If Employee becomes incapacitated (as herein defined) during the term of this Agreement because of sickness, injury or physical or mental disability, the Company agrees that, from the date of the determination of incapacity and continuing for a period of twenty four (24) months the Company shall pay to Employee thirty percent (30%) of Employee's salary otherwise payable as of the date of the determination of disability. Company may obtain disability insurance coverage to discharge all or part of its responsibility to Employee under this paragraph and if such coverage provides for monthly payments equal to or greater than those provided herein, Employee shall be entitled to such amount. c. If Employee's employment with the Company is terminated under Paragraph 7(c) of this Agreement or the Company elects not to continue the Agreement under Paragraph 2 above, the Company agrees to pay to Employee an amount equal to fifty percent (50%) of Employee's then current annual base salary (or, if this Agreement has expired, an amount equal to fifty percent (50%) of Employee's annual base salary on the last effective day of this Agreement's term) ("Severance Payment"). Such Severance Payment shall only be owed to Employee and paid by the Company following the execution of a mutually agreeable severance agreement by Employee and the Company that shall be written within 15 days of the after Employee's date of Employee's termination. In addition to the foregoing Severance Payment, Employee may continue to participate in the Company's group health plan, if any, then in effect, at no cost to the Company, for the term of this Agreement or such lesser period as may be limited by applicable law or regulation.

Severance and Other Payments. a. If (a) Subject to Section 1.5(b), on the Closing Date, following the Closing, (i) ProMedica shall cause the Severance Account to be funded with all amounts necessary to make severance payments to Eligible Employees (each as defined in the Amended Plan) in the amounts set forth in Section 1.5(i) of the Debtor Disclosure Letter (the “Excess Severance Payments”), (ii) ProMedica shall cause the Excess Severance Payments due each Eligible Employee to be paid from the Severance Account to such Eligible Employee on the Payment Date with respect to such Eligible Employee (it being understood that, for the purpose of determining entitlement to payment of Excess Severance Payments, the employment of each Eligible Employee who remains employed by the Debtor immediately prior to the Closing shall be deemed to have been terminated without Cause constituting a Qualifying Termination (each as defined in such Eligible Employee's employment ’s written Employment Agreement with the Debtor (each, an “Employment Agreement”)) as of the Closing), (iii) except as provided in clause (iv) of this Section 1.5(a), ProMedica shall pay, or cause to be paid, the other obligations set forth in Section 1.5 of the Debtor Disclosure Letter, in each case, on the applicable Payment Date; provided, that payments made in respect of any nonqualified deferred compensation plan shall be made in accordance with the relevant Eligible Employee’s deferral election; provided, further, that payments to be made under the Key Employee Incentive Plan shall be all those due and payable as a result of the Restructuring Completion (as defined in the Key Employee Incentive Plan), (iv) the Debtor shall irrevocably terminate the HCR ManorCare, Inc. Senior Executive Retirement Plan, as amended, as of the Closing Date and ProMedica shall pay or cause to be paid all amounts due thereunder, which amounts the Parties agree are set forth in Section 1.5 of the Debtor Disclosure Letter (and which amounts, for the avoidance of doubt, reflect the actuarial reduction provided for under Section 7.05(b) of the HCR ManorCare, Inc. Senior Executive Retirement Plan) on the applicable Payment Date, (v) ProMedica will execute and deliver the applicable Separation Agreement to each Eligible Employee (if not previously executed and delivered) and (vi) ProMedica will execute and deliver the Former CEO Settlement Agreement to the Former CEO (if not previously executed and delivered), subject to the Former CEO’s execution and delivery of the Former CEO Settlement Agreement to ProMedica. The “Payment Date” means (I) with respect to each Eligible Employee, the later of (x) the Closing Date and (y) the eighth (8th) day after such Eligible Employee shall have executed (and not revoked) such Eligible Employee’s Separation Agreement, (II) with respect to amounts payable to the Former CEO (other than the severance obligation to the Former CEO set forth on Section 1.5 of the Debtor Disclosure Letter), the Closing Date and (III) with respect to the severance obligation to the Former CEO set forth on Section 1.5 of the Debtor Disclosure Letter, the later of (x) the Closing Date and (y) the eighth (8th) day after the Former CEO shall have executed and delivered to the Debtor (and not revoked) the Former CEO Settlement Agreement. ProMedica shall also fund any employer Taxes related to the amounts payable pursuant to this Agreement is terminated for "cause" (as herein defined)Section 1.5(a) and timely pay such amounts, the Company shall not be obligated to pay or provide plus any severance compensation or benefits to Employee. b. If Employee becomes incapacitated (as herein defined) during the term of this Agreement because of sickness, injury or physical or mental disability, the Company agrees that, from the date of the determination of incapacity and continuing for a period of twenty four (24) months the Company shall pay to Employee thirty percent (30%) of Employee's salary otherwise payable as of the date of the determination of disability. Company may obtain disability insurance coverage to discharge all or part of its responsibility to Employee under this paragraph and if such coverage provides for monthly payments equal to or greater than those provided herein, Employee shall be entitled applicable withholding Taxes related to such amount. c. If Employee's employment with the Company is terminated under Paragraph 7(c) of this Agreement or the Company elects not to continue the Agreement under Paragraph 2 abovepayments, the Company agrees to pay to Employee an amount equal to fifty percent (50%) of Employee's then current annual base salary (or, if this Agreement has expired, an amount equal to fifty percent (50%) of Employee's annual base salary on the last effective day of this Agreement's term) ("Severance Payment"). Such Severance Payment shall only be owed to Employee and paid by the Company following the execution of a mutually agreeable severance agreement by Employee and the Company that shall be written within 15 days of the date of Employee's termination. In addition to the foregoing Severance Payment, Employee may continue to participate in the Company's group health plan, if any, then in effect, at no cost to the Companyapplicable Governmental Entity (provided, for the term avoidance of doubt, that all amounts payable subject to this Agreement or such lesser period as may Section 1.5 shall be limited by subject to withholding of any Taxes that are required to be withheld pursuant to applicable law or regulationLaws).

Severance and Other Payments. a. If (a) Subject to Section 1.5(b), on the Closing Date, following the Closing, (i) Parent shall cause the Severance Account to be funded with all amounts necessary to make severance payments to Eligible Employees (each as defined in the Plan Term Sheet) in the amounts set forth in Section 1.5(i) of the Debtor Disclosure Letter (the “Excess Severance Payments”), (ii) Parent shall cause the Excess Severance Payments due each Eligible Employee to be paid from the Severance Account to such Eligible Employee on the Payment Date with respect to such Eligible Employee (it being understood that, for the purpose of determining entitlement to payment of Excess Severance Payments, the employment of each Eligible Employee who remains employed by the Debtor immediately prior to the Closing shall be deemed to have been terminated without Cause constituting a Qualifying Termination (each as defined in such Eligible Employee's employment ’s written Employment Agreement with the Debtor (each, an “Employment Agreement”)) as of the Closing), (iii) except as provided in clause (iv) of this Section 1.5(a), Parent shall pay, or cause to be paid, the other obligations set forth in Section 1.5 of the Debtor Disclosure Letter, in each case, on the applicable Payment Date; provided, that payments made in respect of any nonqualified deferred compensation plan shall be made in accordance with the relevant Eligible Employee’s deferral election; provided, further, that payments to be made under the Key Employee Incentive Plan shall be all those due and payable as a result of the Restructuring Completion (as defined in the Key Employee Incentive Plan), (iv) the Debtor shall irrevocably terminate the HCR ManorCare, Inc. Senior Executive Retirement Plan, as amended, as of the Closing Date and Parent shall pay or cause to be paid all amounts due thereunder, which amounts the Parties agree are set forth in Section 1.5 of the Debtor Disclosure Letter (and which amounts, for the avoidance of doubt, reflect the actuarial reduction provided for under Section 7.05(b) of the HCR ManorCare, Inc. Senior Executive Retirement Plan) on the applicable Payment Date, (v) QCP will execute and deliver the applicable Separation Agreement to each Eligible Employee (if not previously executed and delivered) and (vi) QCP will execute and deliver the Former CEO Settlement Agreement to the Former CEO (if not previously executed and delivered), subject to the Former CEO’s execution and delivery of the Former CEO Settlement Agreement to QCP. The “Payment Date” means (I) with respect to each Eligible Employee, the later of (x) the Closing Date and (y) the eighth (8th) day after such Eligible Employee shall have executed (and not revoked) such Eligible Employee’s Separation Agreement, (II) with respect to amounts payable to the Former CEO (other than the severance obligation to the Former CEO set forth on Section 1.5 of the Debtor Disclosure Letter), the Closing Date and (III) with respect to the severance obligation to the Former CEO set forth on Section 1.5 of the Debtor Disclosure Letter, the later of (x) the Closing Date and (y) the eighth (8th) day after the Former CEO shall have executed and delivered to the Debtor (and not revoked) the Former CEO Settlement Agreement. Parent shall also fund any employer Taxes related to the amounts payable pursuant to this Agreement is terminated for "cause" (as herein defined)Section 1.5(a) and timely pay such amounts, the Company shall not be obligated to pay or provide plus any severance compensation or benefits to Employee. b. If Employee becomes incapacitated (as herein defined) during the term of this Agreement because of sickness, injury or physical or mental disability, the Company agrees that, from the date of the determination of incapacity and continuing for a period of twenty four (24) months the Company shall pay to Employee thirty percent (30%) of Employee's salary otherwise payable as of the date of the determination of disability. Company may obtain disability insurance coverage to discharge all or part of its responsibility to Employee under this paragraph and if such coverage provides for monthly payments equal to or greater than those provided herein, Employee shall be entitled applicable withholding Taxes related to such amount. c. If Employee's employment with the Company is terminated under Paragraph 7(c) of this Agreement or the Company elects not to continue the Agreement under Paragraph 2 abovepayments, the Company agrees to pay to Employee an amount equal to fifty percent (50%) of Employee's then current annual base salary (or, if this Agreement has expired, an amount equal to fifty percent (50%) of Employee's annual base salary on the last effective day of this Agreement's term) ("Severance Payment"). Such Severance Payment shall only be owed to Employee and paid by the Company following the execution of a mutually agreeable severance agreement by Employee and the Company that shall be written within 15 days of the date of Employee's termination. In addition to the foregoing Severance Payment, Employee may continue to participate in the Company's group health plan, if any, then in effect, at no cost to the Companyapplicable Governmental Entity (provided, for the term avoidance of doubt, that all amounts payable subject to this Agreement or such lesser period as may Section 1.5 shall be limited by subject to withholding of any Taxes that are required to be withheld pursuant to applicable law or regulationLaws).

Severance and Other Payments. a. If Employee's the Executive’s employment pursuant to this Agreement is terminated for "“cause" ” (pursuant to paragraph 5(a)) or due to the death or disability (as herein defined)determined pursuant to paragraph 5(e) of this Agreement) of the Executive, the Company shall not be obligated to pay or provide any severance compensation or benefits to Employeethe Executive. b. If Employee becomes incapacitated the Executive ceases to be an employee of the Company (as herein defined) either during the term of this Agreement because or at any time subsequent to the termination of sicknessthis Agreement) for any reason other than pursuant to Paragraphs 5(a), injury or physical or mental disability, the Company agrees that, from the date of the determination of incapacity and continuing 5(c) (except for a period of twenty four (24“Good Reason” termination by the Executive as defined below), 5(d) months the Company shall pay to Employee thirty percent (30%) of Employee's salary otherwise payable as of the date of the determination of disability. Company may obtain disability insurance coverage to discharge all or part of its responsibility to Employee under this paragraph and if such coverage provides for monthly payments equal to or greater than those provided herein, Employee shall be entitled to such amount. c. If Employee's employment with the Company is terminated under Paragraph 7(c5(e) of this Agreement or the Company elects not to continue the Agreement under Paragraph 2 aboveAgreement, the Company agrees to pay to Employee the Executive an amount equal to fifty percent (50%) the base compensation which would have been paid to the Executive during the period of Employee's then current annual base salary (or, if this Agreement has expired, an amount equal to fifty percent (50%) of Employee's annual base salary on the last effective day of this Agreement's term) ("Severance Payment"). Such Severance Payment shall only be owed to Employee and paid by the Company following the execution of a mutually agreeable severance agreement by Employee and the Company that shall be written within 15 days of time from the date of Employee's terminationthe termination of the Executive’s employment with the Company for a period of twelve (12) months following the date the Executive ceases to be an employee of the Company and the Subsidiaries (such time period is herein referred to as the “Severance Period”). In addition to the foregoing Severance Paymentseverance payment, Employee may the Executive and his family shall continue to participate in the Company's ’s group health plan, if any, then in effect, at no cost to the CompanyExecutive, during the Severance Period. Notwithstanding the foregoing, in the event of a Special Change in Control of the Company (as hereinafter defined) and if the Executive’s employment with the Company is terminated for any reason other than Voluntary Termination (as hereinafter defined) or termination for cause as provided for herein during the twenty-four (24) month period beginning on the Effective Date of such Special Change in Control, (i) the Severance Period shall be extended by six (6) months so that the Severance Period shall be eighteen (18) months following the date the Executive ceases to be an employee of the Company and the Subsidiaries (such extended time period is herein referred to as the “Extended Severance Period”), and (ii) the payments to the Executive hereunder with respect to the Extended Severance Period shall be at such times and in such amounts as would have been paid to the Executive during the Extended Severance Period had the Executive’s employment not been terminated. c. If the Executive’s employment is terminated during the term of this Agreement Agreement, for any reason other than cause, the Executive (i) shall be entitled to receive a prorata share (based upon the number of months employed during the calendar year in which employment with the Company is terminated) of any bonus or incentive compensation which the Executive would otherwise have been entitled to receive had he remained employed for the entirety of the calendar year involved, and (ii) shall have twelve (12) months to exercise any stock options heretofore or hereafter granted to the Executive by the Board of Directors of the Company. d. Commencing in June, 2000 and during the time of Executive’s employment with the Company and all of its subsidiaries, the Company shall fund a deferred compensation program for the Executive in the amount of $3,000.00 per month. All funded pursuant to this deferred compensation arrangement shall be paid to the Executive, at the date of termination of the Executive’s employment with the Company, in the manner anticipated by the deferred compensation program previously implemented by the Company for the Executive. Notwithstanding the foregoing, in the event of a Special Change in Control of the Company (as hereinafter defined) and if the Executive’s employment with the Company terminates for any reason other than Voluntary Termination (as hereinafter defined) or termination for cause as provided for herein during the twenty-four (24) month period beginning on the Effective Date of such lesser period as may be limited by applicable law or regulationSpecial Change in Control, the Company’s obligation to fund the deferred compensation program shall extend until the expiration of the Extended Severance Period.

Severance and Other Payments. a. If Employeethe Executive's employment pursuant to this Agreement is terminated for "cause" (pursuant to paragraph 5(a)) or due to the death or disability (as herein defined)determined pursuant to paragraph 5(e) of this Agreement) of the Executive, the Company shall not be obligated to pay or provide any severance compensation or benefits to Employeethe Executive. b. If Employee becomes incapacitated the Executive ceases to be an employee of the Company (as herein defined) either during the term of this Agreement because or at any time subsequent to the termination of sicknessthis Agreement) for any reason other than pursuant to Paragraphs 5(a), injury or physical or mental disability, the Company agrees that, from the date of the determination of incapacity and continuing 5(c) (except for a period of twenty four (24"Good Reason" termination by the Executive as defined below), 5(d) months the Company shall pay to Employee thirty percent (30%) of Employee's salary otherwise payable as of the date of the determination of disability. Company may obtain disability insurance coverage to discharge all or part of its responsibility to Employee under this paragraph and if such coverage provides for monthly payments equal to or greater than those provided herein, Employee shall be entitled to such amount. c. If Employee's employment with the Company is terminated under Paragraph 7(c5(e) of this Agreement or the Company elects not to continue the Agreement under Paragraph 2 aboveAgreement, the Company agrees to pay to Employee the Executive an amount equal to fifty percent (50%) the base compensation which would have been paid to the Executive during the period of Employee's then current annual base salary (or, if this Agreement has expired, an amount equal to fifty percent (50%) of Employee's annual base salary on the last effective day of this Agreement's term) ("Severance Payment"). Such Severance Payment shall only be owed to Employee and paid by the Company following the execution of a mutually agreeable severance agreement by Employee and the Company that shall be written within 15 days of time from the date of Employeethe termination of the Executive's terminationemployment with the Company for a period of twelve (12) months following the date the Executive ceases to be an employee of the Company and the Subsidiaries (such time period is herein referred to as the "Severance Period"). In addition to the foregoing Severance Paymentseverance payment, Employee may the Executive and his family shall continue to participate in the Company's group health plan, if any, then in effect, at no cost to the CompanyExecutive, during the Severance Period. Notwithstanding the foregoing, in the event of a Special Change in Control of the Company (as hereinafter defined) and if the Executive's employment with the Company is terminated for any reason other than Voluntary Termination (as hereinafter defined) or termination for cause as provided for herein during the twenty-four (24) month period beginning on the Effective Date of such Special Change in Control, (i) the Severance Period shall be extended by six (6) months so that the Severance Period shall be eighteen (18) months following the date the Executive ceases to be an employee of the Company and the Subsidiaries (such extended time period is herein referred to as the "Extended Severance Period"), and (ii) the payments to the Executive hereunder with respect to the Extended Severance Period shall be at such times and in such amounts as would have been paid to the Executive during the Extended Severance Period had the Executive's employment not been terminated. c. If the Executive's employment is terminated during the term of this Agreement Agreement, for any reason other than cause, the Executive (i) shall be entitled to receive a prorata share (based upon the number of months employed during the calendar year in which employment with the Company is terminated) of any bonus or incentive compensation which the Executive would otherwise have been entitled to receive had he remained employed for the entirety of the calendar year involved, and (ii) shall have twelve (12) months to exercise any stock options heretofore or hereafter granted to the Executive by the Board of Directors of the Company. d. Commencing in July, 2001 and during the time of Executive's employment with the Company and all of its subsidiaries, the Company shall fund a deferred compensation program for the Executive in the amount of $2,500.00 per month. All funded pursuant to this deferred compensation arrangement shall be paid to the Executive, at the date of termination of the Executive's employment with the Company, in the manner anticipated by the deferred compensation program previously implemented by the Company for the Executive. Notwithstanding the foregoing, in the event of a Special Change in Control of the Company (as hereinafter defined) and if the Executive's employment with the Company terminates for any reason other than Voluntary Termination (as hereinafter defined) or termination for cause as provided for herein during the twenty-four (24) month period beginning on the Effective Date of such lesser period as may be limited by applicable law or regulationSpecial Change in Control, the Company's obligation to fund the deferred compensation program shall extend until the expiration of the Extended Severance Period.

Severance and Other Payments. a. If Employeethe Executive's employment pursuant to this Agreement is terminated for "cause" (pursuant to paragraph 5(a)) or due to the death or disability (as herein defined)determined pursuant to paragraph 5(e) of this Agreement) of the Executive, the Company shall not be obligated to pay or provide any severance compensation or benefits to Employeethe Executive. b. If Employee becomes incapacitated the Executive ceases to be an employee of the Company (as herein defined) either during the term of this Agreement because or at any time subsequent to the termination of sicknessthis Agreement) for any reason other than pursuant to Paragraphs 5(a), injury 5(c) (except for a "Good Reason" termination by the Executive as defined below), 5(d) or physical or mental disability5(e) of this Agreement, the Company agrees that, to pay to the Executive an amount equal to the base compensation which would have been paid to the Executive during the period of time from the date of the determination termination of incapacity and continuing the Executive's employment with the Company for a period of twenty four twelve (2412) months following the date the Executive ceases to be an employee of the Company and the Subsidiaries (such time period is herein referred to as the "Severance Period"). In addition to the foregoing severance payment, the Executive shall pay continue to Employee thirty percent (30%) participate in any health plan in force during the Severance Period. Notwithstanding the foregoing, in the event of Employee's salary otherwise payable as a Special Change in Control of the date of the determination of disability. Company may obtain disability insurance coverage to discharge all or part of its responsibility to Employee under this paragraph (as hereinafter defined) and if such coverage provides for monthly payments equal to or greater than those provided herein, Employee shall be entitled to such amount. c. If Employeethe Executive's employment with the Company is terminated under Paragraph 7(cfor any reason other than Voluntary Termination (as hereinafter defined) or termination for cause as provided for herein during the twenty-four (24) month period beginning on the Effective Date of this Agreement or such Special Change in Control, (i) the Severance Period shall be extended by six (6) months so that the Severance Period shall be eighteen (18) months following the date the Executive ceases to be an employee of the Company elects not and the Subsidiaries (such extended time period is herein referred to continue as the Agreement under Paragraph 2 above"Extended Severance Period"), and (ii) the Company agrees payments to pay the Manager hereunder with respect to Employee an amount equal the Extended Severance Period shall be accelerated and paid to fifty percent the Manager immediately upon termination, and (50%iii) of Employee's then current annual base salary (orall un-vested options granted to the Executive will vest immediately c. Notwithstanding a Special Change in Control, if this Agreement has expired, an amount equal to fifty percent (50%) of Employeethe Executive's annual base salary on the last effective day of this Agreement's term) ("Severance Payment"). Such Severance Payment shall only be owed to Employee and paid by the Company following the execution of a mutually agreeable severance agreement by Employee and the Company that shall be written within 15 days of the date of Employee's termination. In addition to the foregoing Severance Payment, Employee may continue to participate in the Company's group health plan, if any, then in effect, at no cost to the Company, for employment is terminated during the term of this Agreement Agreement, for any reason other than cause, the Executive (i) shall be entitled to receive a pro-rata share (based upon the number of months employed during the calendar year in which employment with the Company is terminated) of any bonus or such lesser period as may be limited incentive compensation which the Executive would otherwise have been entitled to receive had he remained employed for the entirety of the calendar year involved, and (ii) shall have twelve (12) months to exercise any stock options heretofore or hereafter granted to the Executive by applicable law or regulationthe Board of Directors of the Company .

Severance and Other Payments. a. If Employeethe Executive's employment pursuant to this Agreement is terminated for "cause" (pursuant to paragraph 5(a)) or due to the death or disability (as herein defined)determined pursuant to paragraph 5(e) of this Agreement) of the Executive, the Company shall not be obligated to pay or provide any severance compensation or benefits to Employeethe Executive. b. If Employee becomes incapacitated the Executive ceases to be an employee of the Company (as herein defined) either during the term of this Agreement because or at any time subsequent to the termination of sicknessthis Agreement) for any reason other than pursuant to Paragraphs 5(a), injury or physical or mental disability, the Company agrees that, from the date of the determination of incapacity and continuing 5(c) (except for a period of twenty four (24"Good Reason" termination by the Executive as defined below), 5(d) months the Company shall pay to Employee thirty percent (30%) of Employee's salary otherwise payable as of the date of the determination of disability. Company may obtain disability insurance coverage to discharge all or part of its responsibility to Employee under this paragraph and if such coverage provides for monthly payments equal to or greater than those provided herein, Employee shall be entitled to such amount. c. If Employee's employment with the Company is terminated under Paragraph 7(c5(e) of this Agreement or the Company elects not to continue the Agreement under Paragraph 2 aboveAgreement, the Company agrees to pay to Employee the Executive an amount equal to fifty percent (50%) the base compensation which would have been paid to the Executive during the period of Employee's then current annual base salary (or, if this Agreement has expired, an amount equal to fifty percent (50%) of Employee's annual base salary on the last effective day of this Agreement's term) ("Severance Payment"). Such Severance Payment shall only be owed to Employee and paid by the Company following the execution of a mutually agreeable severance agreement by Employee and the Company that shall be written within 15 days of time from the date of Employeethe termination of the Executive's terminationemployment with the Company for a period of twelve (12) months following the date the Executive ceases to be an employee of the Company and the Subsidiaries (such time period is herein referred to as the "Severance Period"). In addition to the foregoing Severance Paymentseverance payment, Employee may the Executive and his family shall continue to participate in the Company's group health plan, if any, then in effect, at no cost to the CompanyExecutive, during the Severance Period. Notwithstanding the foregoing, in the event of a Special Change in Control of the Company (as hereinafter defined) and if the Executive's employment with the Company is terminated for any reason other than Voluntary Termination (as hereinafter defined) or termination for cause as provided for herein during the twenty-four (24) month period beginning on the Effective Date of such Special Change in Control, (i) the Severance Period shall be extended by six (6) months so that the Severance Period shall be eighteen (18) months following the date the Executive ceases to be an employee of the Company and the Subsidiaries (such extended time period is herein referred to as the "Extended Severance Period"), and (ii) the payments to the Executive hereunder with respect to the Extended Severance Period shall be at such times and in such amounts as would have been paid to the Executive during the Extended Severance Period had the Executive's employment not been terminated. c. If the Executive's employment is terminated during the term of this Agreement Agreement, for any reason other than cause, the Executive (i) shall be entitled to receive a prorata share (based upon the number of months employed during the calendar year in which employment with the Company is terminated) of any bonus or incentive compensation which the Executive would otherwise have been entitled to receive had he remained employed for the entirety of the calendar year involved, and (ii) shall have twelve (12) months to exercise any stock options heretofore or hereafter granted to the Executive by the Board of Directors of the Company. d. Commencing in June, 2000 and during the time of Executive's employment with the Company and all of its subsidiaries, the Company shall fund a deferred compensation program for the Executive in the amount of $3,000.00 per month. All funded pursuant to this deferred compensation arrangement shall be paid to the Executive, at the date of termination of the Executive's employment with the Company, in the manner anticipated by the deferred compensation program previously implemented by the Company for the Executive. Notwithstanding the foregoing, in the event of a Special Change in Control of the Company (as hereinafter defined) and if the Executive's employment with the Company terminates for any reason other than Voluntary Termination (as hereinafter defined) or termination for cause as provided for herein during the twenty-four (24) month period beginning on the Effective Date of such lesser period as may be limited by applicable law or regulationSpecial Change in Control, the Company's obligation to fund the deferred compensation program shall extend until the expiration of the Extended Severance Period.

Severance and Other Payments. a. If Employee's employment pursuant to this Agreement is terminated COMPANY, in exchange for "cause" (the promises of EMPLOYEE contained below, agrees as herein defined), the Company shall not be obligated to pay or provide any severance compensation or benefits to Employee.follows: b. If Employee becomes incapacitated (as herein defined) during the term of this Agreement because of sickness, injury or physical or mental disability, the Company agrees that, from the date of the determination of incapacity and continuing for a period of twenty four (24) months the Company shall pay to Employee thirty percent (30%) of Employee's salary otherwise payable as of the date of the determination of disability. Company may obtain disability insurance coverage to discharge all or part of its responsibility to Employee under this paragraph and if such coverage provides for monthly payments equal to or greater than those provided herein, Employee shall be entitled to such amount. c. If Employee's employment with the Company is terminated under Paragraph 7(c) of this Agreement or the Company elects not to continue the Agreement under Paragraph 2 above, the Company A. COMPANY agrees to pay EMPLOYEE the lump sum amount of three million eight hundred thousand dollars and no cents ($3,800,000.00), less applicable legal standard deductions and less deductions or offsets for any and all loans and/or advances made by COMPANY or any COMPANY AFFILIATE to, or on behalf of, EMPLOYEE (which deductions or offsets EMPLOYEE hereby expressly agrees to Employee and acknowledges), within seven (7) days after the expiration of the EMPLOYEE’s revocation option in Section 5(C) below; and B. EMPLOYEE may be eligible for up to eighteen (18) months of COBRA coverage following EMPLOYEE’s termination of employment. If at the time of EMPLOYEE’s termination of employment, EMPLOYEE is enrolled in COMPANY’s medical and dental plan coverages as an amount active employee and EMPLOYEE exercises health coverage continuation rights under COBRA following termination of employment, EMPLOYEE’s COBRA premium will equal zero ($0.00) and will be paid for in full by COMPANY until the earliest of: (i) the expiration of the first eighteen (18) full calendar months immediately following EMPLOYEE’s termination of employment; (ii) the date EMPLOYEE obtains subsequent employment and becomes eligible for medical and/or dental benefits coverages to fifty percent employees of the new employer; or (50%iii) the expiration of Employee's then current annual base salary (oryour COBRA rights. After the expiration of the foregoing applicable period, if this Agreement has expiredEMPLOYEE will be responsible for the full cost of any health and dental coverage. C. EMPLOYEE acknowledges and agrees that payment of the foregoing amounts are, an amount equal to fifty percent (50%) of Employee's annual base salary on the last effective day of this Agreement's term) ("Severance Payment"). Such Severance Payment shall only be owed to Employee and paid by the Company following the execution of a mutually agreeable severance agreement by Employee and the Company that shall be written within 15 days deemed to be, in full and complete satisfaction of the date of Employee's termination. In addition to the foregoing Severance Payment, Employee may continue to participate in the Company's group health planany and all obligations, if any, then of COMPANY and/or a COMPANY AFFILIATE to EMPLOYEE in effectrespect of his employment with COMPANY and/or any of its affiliates or otherwise. For purposes of this AGREEMENT, at no cost to the term “COMPANY AFFILIATE” means and includes (i) EPCO Holdings, Inc., (ii) Enterprise Products GP, LLC, (iii) Enterprise Products OLPGP, Inc., (iv) Enterprise Products Partners L.P., (v) EPE Holdings LLC, (vi) Enterprise Products Operating LLC, (vii) DEP Holdings LLC, (viii) Xxxxxx Energy Partners L.P., (ix) Texas Eastern Products Pipeline Company, LLC, (x) TEPPCO Partners L.P., (xi) the respective subsidiaries or affiliates of any of the foregoing entities, (xii) any other entity (A) which is controlled, directly or indirectly, individually, collectively or in any combination, by COMPANY or any of the foregoing entities or (B) in which any of COMPANY or any of the foregoing entities has a direct or indirect ownership interest, (xiii) any other entity (a) which is controlled, directly or indirectly, by Xxx X. Xxxxxx, his spouse, his descendants or any trusts for any of their respective benefit, individually, collectively or in any combination, or (b) in which any of them has a direct or indirect ownership interest and (xiv) any predecessors, subsidiaries, related entities, officers, directors, shareholders, parent companies, agents, attorneys, employees, successors, or assigns of any of the term of this Agreement or such lesser period as may be limited by applicable law or regulationforegoing.

Severance and Other Payments. a. If Employee's the Executive’s employment pursuant to this Agreement is terminated for "“cause" ” (pursuant to paragraph 5(a)) or due to the death or disability (as herein defined)determined pursuant to paragraph 5(e) of this Agreement) of the Executive, the Company shall not be obligated to pay or provide any severance compensation or benefits to Employeethe Executive. b. If Employee becomes incapacitated the Executive ceases to be an employee of the Company (as herein defined) either during the term of this Agreement because or at any time subsequent to the termination of sicknessthis Agreement) for any reason other than pursuant to Paragraphs 5(a), injury or physical or mental disability, the Company agrees that, from the date of the determination of incapacity and continuing 5(c) (except for a period of twenty four (24“Good Reason” termination by the Executive as defined below), 5(d) months the Company shall pay to Employee thirty percent (30%) of Employee's salary otherwise payable as of the date of the determination of disability. Company may obtain disability insurance coverage to discharge all or part of its responsibility to Employee under this paragraph and if such coverage provides for monthly payments equal to or greater than those provided herein, Employee shall be entitled to such amount. c. If Employee's employment with the Company is terminated under Paragraph 7(c5(e) of this Agreement or the Company elects not to continue the Agreement under Paragraph 2 aboveAgreement, the Company agrees to pay to Employee the Executive an amount equal to fifty percent (50%) the base compensation which would have been paid to the Executive during the period of Employee's then current annual base salary (or, if this Agreement has expired, an amount equal to fifty percent (50%) of Employee's annual base salary on the last effective day of this Agreement's term) ("Severance Payment"). Such Severance Payment shall only be owed to Employee and paid by the Company following the execution of a mutually agreeable severance agreement by Employee and the Company that shall be written within 15 days of time from the date of Employee's terminationthe termination of the Executive’s employment with the Company for a period of twelve (12) months following the date the Executive ceases to be an employee of the Company and the Subsidiaries (such time period is herein referred to as the “Severance Period”). In addition to the foregoing Severance Paymentseverance payment, Employee may the Executive and his family shall continue to participate in the Company's ’s group health plan, if any, then in effect, at no cost to the CompanyExecutive, during the Severance Period. Notwithstanding the foregoing, in the event of a Special Change in Control of the Company (as hereinafter defined) and if the Executive’s employment with the Company is terminated for any reason other than Voluntary Termination (as hereinafter defined) or termination for cause as provided for herein during the twenty-four (24) month period beginning on the Effective Date of such Special Change in Control, (i) the Severance Period shall be extended by six (6) months so that the Severance Period shall be eighteen (18) months following the date the Executive ceases to be an employee of the Company and the Subsidiaries (such extended time period is herein referred to as the “Extended Severance Period”), and (ii) the payments to the Executive hereunder with respect to the Extended Severance Period shall be at such times and in such amounts as would have been paid to the Executive during the Extended Severance Period had the Executive’s employment not been terminated. c. If the Executive’s employment is terminated during the term of this Agreement Agreement, for any reason other than cause, the Executive (i) shall be entitled to receive a prorata share (based upon the number of months employed during the calendar year in which employment with the Company is terminated) of any bonus or incentive compensation which the Executive would otherwise have been entitled to receive had he remained employed for the entirety of the calendar year involved, and (ii) shall have twelve (12) months to exercise any stock options heretofore or hereafter granted to the Executive by the Board of Directors of the Company. d. Commencing in June 2004 and during the time of Executive’s employment with the Company and all of its subsidiaries, the Company shall fund a deferred compensation program for the Executive in the amount of $1,250.00 per month. All funded pursuant to this deferred compensation arrangement shall be paid to the Executive, at the date of termination of the Executive’s employment with the Company, in the manner anticipated by the deferred compensation program previously implemented by the Company for the Executive. Notwithstanding the foregoing, in the event of a Special Change in Control of the Company (as hereinafter defined) and if the Executive’s employment with the Company terminates for any reason other than Voluntary Termination (as hereinafter defined) or termination for cause as provided for herein during the twenty-four (24) month period beginning on the Effective Date of such lesser period as may be limited by applicable law or regulationSpecial Change in Control, the Company’s obligation to fund the deferred compensation program shall extend until the expiration of the Extended Severance Period.

Severance and Other Payments. a. If Employeethe Executive's employment pursuant to this Agreement is terminated by the Executive for "cause" (as herein defined)any reason, the Company Contract Group shall not be obligated to pay or provide any severance compensation or benefits to Employeethe Executive. b. If Employee becomes incapacitated (as herein defined) the Executive's employment is terminated, during the term of this Agreement because Agreement, for any reason other than "cause" (as defined in the Existing Agreement) or by the resignation of sickness, injury or physical or mental disabilitythe Executive (other than a resignation within thirty (30) days of one of the prohibited actions by DCRI as hereinafter set forth), the Company agrees that, from Executive shall be entitled to receive (i) the unpaid portion of the base compensation payable to the Executive during a six (6) month period of time subsequent to the date of termination of this Agreement, and (ii) a prorata share (based upon the determination number of incapacity months, during the MBO Term Period involved on the date this Agreement is terminated) in which the Executive was employed by the Contract Group) of the MBO Bonus which the Executive would otherwise have been entitled to receive had he remained employed for the entirety of the MBO Term Period involved on the date this Agreement is terminated. The prohibited actions of DCRI which would enable the Executive to resign and still be entitled to severance compensation, pursuant to the terms of this Agreement, are as follows: (1) nonpayment by DCRI of any undisputed amount of compensation payable to the Executive pursuant to this Agreement, with such failure to pay continuing for a period of twenty four ten (2410) months the Company shall pay to Employee thirty percent (30%) of Employee's salary otherwise payable as of business days from the date of notice to DCRI of such nonpayment, (2) the determination failure of disability. Company may obtain disability insurance coverage DCRI to discharge all or part of its responsibility to Employee under this paragraph and if such coverage provides for monthly payments equal to or greater than those provided hereinwithdraw, Employee shall be entitled to such amount. c. If Employee's employment with the Company is terminated under Paragraph 7(cwithin ten (10) of this Agreement or the Company elects not to continue the Agreement under Paragraph 2 above, the Company agrees to pay to Employee an amount equal to fifty percent (50%) of Employee's then current annual base salary (or, if this Agreement has expired, an amount equal to fifty percent (50%) of Employee's annual base salary on the last effective day of this Agreement's term) ("Severance Payment"). Such Severance Payment shall only be owed to Employee and paid by the Company following the execution of a mutually agreeable severance agreement by Employee and the Company that shall be written within 15 business days of from the date of Employee's termination. In addition receipt by DCRI of the written request of the Executive that the notification involved be withdrawn, any notification to the foregoing Severance PaymentExecutive that the Executive must relocate his primary office to some location other than the offices of Mountain (or its successor if Mountain is no longer in existence for some reason) at the time involved; such notice may not be given by the Executive if the Executive consents to the relocation involved, Employee may continue or (3) the failure of the DCRI to participate in reinstate the Company's group health plantitle and/or duties of the Executive, within ten (10) business days form the date of receipt of the written request of the Executive that the Executive be reinstated as the President of Mountain, with the attendant duties and responsibilities, if anyaction is taken by DCRI to remove the Executive as the President of Mountain (or its successor if Mountain is no longer in existence for some reason), then or to change the duties of the Executive so that the Executive shall cease to function as President of Mountain (or its successors if Mountain is no longer in effectexistence for some reason); such notice may not be given by the Executive if the Executive consents to such action by DCRI by continuing to be employed by DCRI for a period of thirty (30) days after the Executive is notified that such action has been taken, at no cost or is to the Companybe taken, for the term of this Agreement by DCRI or such lesser period as may be limited by applicable law or regulationMountain.

Severance and Other Payments. a. If Employee's employment pursuant to this Agreement is terminated for "cause" (as herein defined), the Company shall not be obligated to pay or provide any severance compensation or benefits to Employee, except as stated in 6(b) below. b. If Employee becomes incapacitated (as herein defined) during the term of this Agreement because of sickness, injury or physical or mental disability, the Company agrees that, from the date of the determination of incapacity and continuing for a period of twenty four (24) months the Company shall pay to Employee thirty for the first twelve (12) months of incapacitation one hundred percent (30100%) of Employee's salary otherwise payable as of the date of the determination of disability. During the second twelve (12) months of incapacitation, the Company shall pay to Employee eighty percent (80%) of Employee's salary otherwise payable as of the date of the determination of disability. Company may obtain disability insurance coverage to discharge all or part of its responsibility to Employee under this paragraph and if such coverage provides for monthly payments equal to or greater than those provided herein, Employee shall be entitled to such amount. c. If Employee's employment with the Company is terminated under Paragraph 7(c5(c) of this Agreement or the Company elects not to continue the Agreement under Paragraph 2 above, the Company agrees to pay to Employee an amount equal to fifty percent (50%) one and one-half of Employee's then current annual base salary (or, if this Agreement has expired, an amount equal to fifty percent (50%) one and one-half of Employeeemployee's annual base salary on the last effective day of this Agreement's term) plus one and one half of Employee's immediately preceding year's bonus as of the date of Employee's termination ("Severance Payment"). Such Severance Payment shall only EMPLOYMENT AGREEMENT * BYRON HUDSON 7 be owed to Employee xx Xxxxxxxx and paid by the Company following the execution of a mutually agreeable severance agreement by Employee and the Company. At its sole option, the Company that shall be written within 15 days of the date of Employee's terminationmay elect to make any such Severance Payment to Employee in six equal monthly installments. In addition to the foregoing Severance Payment, Employee may continue to participate in the Company's group health plan, if any, then in effect, at no cost to the Company, for the term of this Agreement or such lesser period as may be limited by applicable law or regulation.

Severance and Other Payments. a. If the Employee's employment pursuant to this Agreement is terminated by the Employee, is terminated for "cause" (as herein defined)) or is terminated due to the death or disability (as determined pursuant to Section 5(c) of this Agreement) of the Employee, the Company shall not be obligated to pay or provide any severance compensation or benefits to the Employee. b. If Employee becomes incapacitated (as herein defined) the Employee's employment is terminated by the Company during the term of this Agreement because of sicknessAgreement, injury or physical or mental disabilityfor any reason other than "cause", the Company agrees that, from the date of the determination of incapacity and continuing for a period of twenty four (24) months the Company shall pay to Employee thirty percent (30%) of Employee's salary otherwise payable as of the date of the determination of disability. Company may obtain disability insurance coverage to discharge all or part of its responsibility to Employee under this paragraph and if such coverage provides for monthly payments equal to or greater than those provided herein, Employee shall be entitled to receive (i) severance benefits in the form of continuation of payment of Employee's base monthly salary (as provided herein) for a period of six (6) months following the date the Employee ceases to be employed by the Company. (such amount. c. If period of time is herein referred to as the "Severance Period") and (ii) a prorata share (based upon the number of months employed during the calendar year in which employment with the Company is terminated) of any unpaid bonus which the Employee would otherwise have been entitled to receive had he remained employed for the entirety of the calendar year involved. Notwithstanding the foregoing, in the event of a Special Change in Control of the Company (as hereinafter defined) and if the Employee's employment with the Company is terminated under Paragraph 7(cfor any reason other than Voluntary Termination (as hereinafter defined) of this Agreement or termination for cause, as provided for herein, during the Company elects not to continue the Agreement under Paragraph 2 above, the Company agrees to pay to Employee an amount equal to fifty percent twenty four (50%24) of Employee's then current annual base salary (or, if this Agreement has expired, an amount equal to fifty percent (50%) of Employee's annual base salary month period beginning on the last effective day Effective Date of this Agreement's termsuch Special Change in Control, (i) the Severance Period shall be extended by six ("6) months so that the Severance Payment"). Such Severance Payment Period shall only be owed twelve (12) months following the date the Employee ceases to Employee and paid be employed by the Company following (such extended time period is herein referred to as the execution of a mutually agreeable severance agreement by "Extended Severance Period"), and (b) the payments to the Employee and hereunder with respect to the Company that Extended Severance Period shall be written within 15 days of at such times and in such amounts as would have been paid to the date of Executive during the Extended Severance Period had the Employee's termination. In addition to the foregoing Severance Payment, Employee may continue to participate in the Company's group health plan, if any, then in effect, at no cost to the Company, for the term of this Agreement or such lesser period as may be limited by applicable law or regulationemployment not been terminated.

Severance and Other Payments. a. If Employeethe Executive's employment pursuant to this Agreement is terminated for "cause" (pursuant to paragraph 5(a)) or due to the death or disability (as herein defined)determined pursuant to paragraph 5(e) of this Agreement) of the Executive, the Company shall not be obligated to pay or provide any severance compensation or benefits to Employeethe Executive. b. If Employee becomes incapacitated the Executive ceases to be an employee of the Company (as herein defined) either during the term of this Agreement because or at any time subsequent to the termination of sicknessthis Agreement) for any reason other than pursuant to Paragraphs 5(a), injury or physical or mental disability, the Company agrees that, from the date of the determination of incapacity and continuing 5(c) (except for a period of twenty four (24"Good Reason" termination by the Executive as defined below), 5(d) months the Company shall pay to Employee thirty percent (30%) of Employee's salary otherwise payable as of the date of the determination of disability. Company may obtain disability insurance coverage to discharge all or part of its responsibility to Employee under this paragraph and if such coverage provides for monthly payments equal to or greater than those provided herein, Employee shall be entitled to such amount. c. If Employee's employment with the Company is terminated under Paragraph 7(c5(e) of this Agreement or the Company elects not to continue the Agreement under Paragraph 2 aboveAgreement, the Company agrees to pay to Employee the Executive an amount equal to fifty percent (50%) the base compensation which would have been paid to the Executive during the period of Employee's then current annual base salary (or, if this Agreement has expired, an amount equal to fifty percent (50%) of Employee's annual base salary on the last effective day of this Agreement's term) ("Severance Payment"). Such Severance Payment shall only be owed to Employee and paid by the Company following the execution of a mutually agreeable severance agreement by Employee and the Company that shall be written within 15 days of time from the date of Employeethe termination of the Executive's terminationemployment with the Company for a period of twelve (12) months following the date the Executive ceases to be an employee of the Company and the Subsidiaries (such time period is herein referred to as the "Severance Period"). In addition to the foregoing Severance Paymentseverance payment, Employee may the Executive and his family shall continue to participate in the Company's group health plan, if any, then in effect, at no cost to the CompanyExecutive, during the Severance Period. Notwithstanding the foregoing, in the event of a Special Change in Control of the Company (as hereinafter defined) and if the Executive's employment with the Company is terminated for any reason other than Voluntary Termination (as hereinafter defined) or termination for cause as provided for herein during the twenty-four (24) month period beginning on the Effective Date of such Special Change in Control, (i) the Severance Period shall be extended by six (6) months so that the Severance Period shall be eighteen (18) months following the date the Executive ceases to be an employee of the Company and the Subsidiaries (such extended time period is herein referred to as the "Extended Severance Period"), and (ii) the payments to the Executive hereunder with respect to the Extended Severance Period shall be at such times and in such amounts as would have been paid to the Executive during the Extended Severance Period had the Executive's employment not been terminated. c. If the Executive's employment is terminated during the term of this Agreement Agreement, for any reason other than cause, the Executive (i) shall be entitled to receive a prorata share (based upon the number of months employed during the calendar year in which employment with the Company is terminated) of any bonus or such lesser period as may be limited incentive compensation which the Executive would otherwise have been entitled to receive had he remained employed for the entirety of the calendar year involved, and (ii) shall have twelve (12) months to exercise any stock options heretofore or hereafter granted to the Executive by applicable law or regulationthe Board of Directors of the Company.

Severance and Other Payments. a. If Employeethe Executive's employment pursuant to this Agreement is terminated for "cause" (as herein defined)) or due to the death or disability (as determined pursuant to paragraph 5(e) of this Agreement) of the Executive, the Company shall not be obligated to pay or provide any severance compensation or benefits to Employeethe Executive. b. If Employee becomes incapacitated the Executive ceases to be employed by the Company (as herein defined) either during the term of this Agreement because or at any time subsequent to the termination of sicknessthis Agreement) for any reason other than pursuant to Paragraphs 5(a), injury 5(c), 5(d) or physical or mental disability, the Company agrees that, from the date of the determination of incapacity and continuing for a period of twenty four (24) months the Company shall pay to Employee thirty percent (30%) of Employee's salary otherwise payable as of the date of the determination of disability. Company may obtain disability insurance coverage to discharge all or part of its responsibility to Employee under this paragraph and if such coverage provides for monthly payments equal to or greater than those provided herein, Employee shall be entitled to such amount. c. If Employee's employment with the Company is terminated under Paragraph 7(c5(e) of this Agreement or the Company elects not to continue the Agreement under Paragraph 2 aboveAgreement, the Company agrees to pay to Employee the Executive an amount equal to fifty percent (50%) the base compensation which would have been paid to the Executive during the period of Employee's then current annual base salary (or, if this Agreement has expired, an amount equal to fifty percent (50%) of Employee's annual base salary on the last effective day of this Agreement's term) ("Severance Payment"). Such Severance Payment shall only be owed to Employee and paid by the Company following the execution of a mutually agreeable severance agreement by Employee and the Company that shall be written within 15 days of time from the date of Employeethe termination of the Executive's terminationemployment with the Company for a period of twelve (12) months following the date the Executive ceases to be an employee of the Company and the Subsidiaries (such time period is herein referred to as the "Severance Period"). In addition to the foregoing Severance Paymentseverance payment, Employee may the Executive and his family shall continue to participate in the Company's group health plan, if any, then in effect, at no cost to the CompanyExecutive, during the Severance Period. Notwithstanding the foregoing, in the event of a Special Change in Control of the Company (as hereinafter defined) and if the Executive's employment with the Company is terminated for any reason other than Voluntary Termination (as hereinafter defined) or termination for cause as provided for herein during the twenty-four (24) month period beginning on the Effective Date of such Special Change in Control, (i) the Severance Period shall be extended by six (6) months so that the Severance Period shall be eighteen (18) months following the date the Executive ceases to be an employee of the Company and the Subsidiaries (such extended time period is herein referred to as the "Extended Severance Period"), and (ii) the payments to the Executive hereunder with respect to the Extended Severance Period shall be at such times and in such amounts as would have been paid to the Executive during the Extended Severance Period had the Executive's employment not been terminated. c. If the Executive's employment is terminated during the term of this Agreement Agreement, for any reason other than cause, the Executive (i) shall be entitled to receive a prorata share (based upon the number of months employed during the calendar year in which employment with the Company is terminated) of any bonus or such lesser period as may be limited incentive compensation which the Executive would otherwise have been entitled to receive had he remained employed for the entirety of the calendar year involved, and (ii) shall have twelve (12) months to exercise any stock options heretofore or hereafter granted to the Executive by applicable law the Board of Directors of the Company. d. Commencing in June, 2000, and continuing during the time of Executive's employment with the Company and all of the Subsidiaries, the Company shall fund an annuity or regulationdeferred compensation program for the Executive in the gross amount of $3,000.00 per month (subject to tax withholdings, etc.

Severance and Other Payments. a. If Employeethe Executive's employment pursuant to this Agreement is terminated for "cause" (as herein defined)) or due to the death or disability (as determined pursuant to paragraph 5(e) of this Agreement) of the Executive, the Company shall not be obligated to pay or provide any severance compensation or benefits to Employeethe Executive. b. If Employee becomes incapacitated the Executive ceases to be an employee of the Company (as herein defined) either during the term of this Agreement because or at any time subsequent to the termination of sicknessthis Agreement) for any reason other than pursuant to Paragraphs 5(a), injury 5(c), 5(d) or physical or mental disability, the Company agrees that, from the date of the determination of incapacity and continuing for a period of twenty four (24) months the Company shall pay to Employee thirty percent (30%) of Employee's salary otherwise payable as of the date of the determination of disability. Company may obtain disability insurance coverage to discharge all or part of its responsibility to Employee under this paragraph and if such coverage provides for monthly payments equal to or greater than those provided herein, Employee shall be entitled to such amount. c. If Employee's employment with the Company is terminated under Paragraph 7(c5(e) of this Agreement or the Company elects not to continue the Agreement under Paragraph 2 aboveAgreement, the Company agrees to pay to Employee the Executive an amount equal to fifty percent (50%) the base compensation which would have been paid to the Executive during the period of Employee's then current annual base salary (or, if this Agreement has expired, an amount equal to fifty percent (50%) of Employee's annual base salary on the last effective day of this Agreement's term) ("Severance Payment"). Such Severance Payment shall only be owed to Employee and paid by the Company following the execution of a mutually agreeable severance agreement by Employee and the Company that shall be written within 15 days of time from the date of Employeethe termination of the Executive's terminationemployment with the Company for a period of twelve (12) months following the date the Executive ceases to be an employee of the Company and the Subsidiaries (such time period is herein referred to as the "Severance Period"). In addition to the foregoing Severance Paymentseverance payment, Employee may the Executive and his family shall continue to participate in the Company's group health plan, if any, then in effect, at no cost to the CompanyExecutive, during the Severance Period. Notwithstanding the foregoing, in the event of a Special Change in Control of the Company (as hereinafter defined) and if the Executive's employment with the Company is terminated for any reason other than Voluntary Termination (as hereinafter defined) or termination for cause as provided for herein during the twenty-four (24) month period beginning on the Effective Date of such Special Change in Control, (i) the Severance Period shall be extended by six (6) months so that the Severance Period shall be eighteen (18) months following the date the Executive ceases to be an employee of the Company and the Subsidiaries (such extended time period is herein referred to as the "Extended Severance Period"), and (ii) the payments to the Executive hereunder with respect to the Extended Severance Period shall be at such times and in such amounts as would have been paid to the Executive during the Extended Severance Period had the Executive's employment not been terminated. c. If the Executive's employment is terminated during the term of this Agreement Agreement, for any reason other than cause, the Executive (i) shall be entitled to receive a prorata share (based upon the number of months employed during the calendar year in which employment with the Company is terminated) of any bonus or incentive compensation which the Executive would otherwise have been entitled to receive had he remained employed for the entirety of the calendar year involved, and (ii) shall have twelve (12) months to exercise any stock options heretofore or hereafter granted to the Executive by the Board of Directors of the Company. d. Commencing in June, 2000 and during the time of Executive's employment with the Company and all of its subsidiaries, the Company shall fund a deferred compensation program for the Executive in the amount of $2,500.00 per month. All amounts heretofore and hereafter funded pursuant to this deferred compensation arrangement shall be paid to the Executive, at the date of termination of the Executive's employment with the Company, in the manner anticipated by the deferred compensation program previously implemented by the Company for the Executive. Notwithstanding the foregoing, in the event of a Special Change in Control of the Company (as hereinafter defined) and if the Executive's employment with the Company terminates for any reason other than Voluntary Termination (as hereinafter defined) or termination for cause as provided for herein during the twenty-four (24) month period beginning on the Effective Date of such lesser period as may be limited by applicable law or regulationSpecial Change in Control, the Company's obligation to fund the deferred compensation program shall extend until the expiration of the Extended Severance Period.