Common use of Severance and Other Payments Clause in Contracts

Severance and Other Payments. The COMPANY, in exchange for the promises of EMPLOYEE contained below, agrees as follows: A. COMPANY agrees to pay EMPLOYEE the lump sum amount of $935,250.00 less legal standard deductions. This amount represents three (3) times EMPLOYEE’s base salary plus three (3) times his target bonus. The payment will be made within seven (7) days after the expiration of the EMPLOYEE’s revocation option in Section 5(C) below. B. COMPANY agrees to pay COBRA insurance premiums (medical and/or dental) for up to 36 months, as set forth in the Supplemental Agreement. In the event that EMPLOYEE’s entitlement to COBRA coverage should cease before that time (as set forth in the Supplemental Agreement), COMPANY will have no obligation to continue payment of EMPLOYEE’s COBRA premiums. C. COMPANY agrees that EMPLOYEE shall receive (less applicable legal standard deductions in each case, if any) an amount of $27,702.00 as liquidated unused vacation days and the following payments pursuant to the following plans: 1. COMPANY’s 1994 Long Term Compensation Plan: $8,960.00. 2. COMPANY’s 2000 Long Term Compensation Plan: $98,832.00. 3. COMPANY’s Management Incentive Compensation Plan: All amounts have been included in the amount specified in Section 1.A above. D. COMPANY agrees that EMPLOYEE shall also receive all amounts accrued for the benefit of EMPLOYEE, which shall be payable as soon as administratively possible after July 8, 2005, pursuant to the following plans, subject to EMPLOYEE’s (and his spouse’s, if applicable) completion of all necessary election forms and documentation which may be required. All such amounts accrued and payable shall be calculated and determined by Xxxxxx & Associates, actuary for the plans. EMPLOYEE is hereby electing to take a lump sum payment representing his entire benefit under the COMPANY’s Supplemental Benefit Plan, notwithstanding any prior election regarding the form of such benefit payment which EMPLOYEE may have made. 1. COMPANY’s Retirement Cash Balance Plan; and 2. COMPANY’s Supplemental Benefit Plan E. COMPANY acknowledges and agrees that EMPLOYEE shall remain covered by COMPANY’S Directors and Officers Errors and Omissions Liability Insurance in regard to legal proceedings EMPLOYEE may become a party to on legal matters pertaining to the time when EMPLOYEE was employed by the COMPANY.

Severance and Other Payments. The COMPANYIn consideration of the execution of this Agreement, in exchange for the promises of EMPLOYEE contained belowCompany shall maintain the Employee on the salaried payroll at his current base salary through December 31, agrees as follows: A. COMPANY agrees to 2005. Further, Company shall pay EMPLOYEE the lump Employee a lump-sum amount of $935,250.00 severance payment (less legal standard deductionsapplicable payroll withholding taxes) on or about December 29, 2005. This amount represents three (3) times EMPLOYEE’s base salary plus three (3) times his target bonus. The lump-sum severance payment will be made within seven (7) days after in the expiration amount calculated pursuant to the terms of the EMPLOYEEspecial severance benefit program approved in 2001 by the Bankruptcy Court in Xxxxxxxxx World Industries’ Chapter 11 proceeding, and be based upon Employee’s revocation option in Section 5(Cgrade level, base salary and target bonus opportunity. Employee shall remain eligible for a payment under the Management Achievement Plan (“MAP”) below. B. COMPANY agrees based upon Company performance, and subject to pay COBRA insurance premiums (medical and/or dental) for up all terms and conditions of the MAP, with any such payment expected to 36 monthsbe made on or before March 1, 2006. Employee’s actual payment will be based solely on the Company’s achievement of financial goals as set forth in the Supplemental AgreementMAP. In Employee shall also remain eligible for a payment under the event that EMPLOYEELong-Term Incentive Plan (“LTIP”) under the second-half of the grant under the LTIP for 2004/2005, subject to all terms and conditions of the LTIP, with any such payment expected to be made on or before March 1, 2006. Employee’s entitlement to COBRA coverage should cease before that time (actual payment will be based solely on the Company’s achievement of financial goals as set forth in this LTIP grant. Subject to approval by the Supplemental Agreement)Management Development and Compensation Committee, COMPANY effective December 31, 2005 you will have no obligation receive 2,160 shares of restricted stock held in your name. All restrictions will be waived at that time. You will not be permitted to continue use share tax withholding with this share distribution. Employee shall not be eligible for, and shall not receive, a retention payment under the Extended Cash Retention Program/2005 Cash Retention Payment approved as part of EMPLOYEECompany’s COBRA premiums. C. COMPANY agrees that EMPLOYEE shall receive (less applicable legal standard deductions in each case, if any) an amount of $27,702.00 as liquidated unused vacation days and the following payments pursuant to the following plans: 1Chapter 11 Bankruptcy proceeding. COMPANY’s 1994 Long Term Compensation Plan: $8,960.00. 2. COMPANY’s 2000 Long Term Compensation Plan: $98,832.00. 3. COMPANY’s Management Incentive Compensation Plan: All amounts Such payment would otherwise have been included made in the amount specified in Section 1.A aboveDecember 2005. D. COMPANY agrees that EMPLOYEE shall also receive all amounts accrued for the benefit of EMPLOYEE, which shall be payable as soon as administratively possible after July 8, 2005, pursuant to the following plans, subject to EMPLOYEE’s (and his spouse’s, if applicable) completion of all necessary election forms and documentation which may be required. All such amounts accrued and payable shall be calculated and determined by Xxxxxx & Associates, actuary for the plans. EMPLOYEE is hereby electing to take a lump sum payment representing his entire benefit under the COMPANY’s Supplemental Benefit Plan, notwithstanding any prior election regarding the form of such benefit payment which EMPLOYEE may have made. 1. COMPANY’s Retirement Cash Balance Plan; and 2. COMPANY’s Supplemental Benefit Plan E. COMPANY acknowledges and agrees that EMPLOYEE shall remain covered by COMPANY’S Directors and Officers Errors and Omissions Liability Insurance in regard to legal proceedings EMPLOYEE may become a party to on legal matters pertaining to the time when EMPLOYEE was employed by the COMPANY.

Severance and Other Payments. The COMPANY, in exchange for the promises of EMPLOYEE contained below, agrees as follows: A. COMPANY agrees to pay EMPLOYEE the lump sum amount of $935,250.00 1,512,326.58 less legal standard deductions. This amount represents three (3) times EMPLOYEE’s base salary plus three (3) times his target bonus. The payment will be made within seven (7) days after the expiration of the EMPLOYEE’s revocation option in Section 5(C) below. B. COMPANY agrees to pay COBRA insurance premiums (medical and/or dental) for up to 36 months, as set forth in the Supplemental Agreement. In the event that EMPLOYEE’s entitlement to COBRA coverage should cease before that time (as set forth in the Supplemental Agreement), COMPANY will have no obligation to continue payment of EMPLOYEE’s COBRA premiums. C. COMPANY agrees that EMPLOYEE shall receive (less applicable legal standard deductions in each case, if any) an amount of $27,702.00 49,683.80, as liquidated unused vacation days and the following payments pursuant to the following plans: 1. COMPANY’s 1994 Long Term Compensation Plan: $8,960.00. 2. COMPANY’s 2000 Long Term Compensation Plan: $98,832.00.325,322.00 32. COMPANY’s Management Incentive Compensation Plan: All amounts have been included in EMPLOYEE shall be paid his MICP bonus for 2005, determined as per the amount specified in Section 1.A aboveterms of the plan document (as applicable to all other participants), provided that the personal performance portion (25% of total bonus at the target award level) shall be determined as equal to the target. Payment shall occur as and when 2005 MICP payments are made generally. D. COMPANY agrees that EMPLOYEE shall also receive all amounts accrued for the benefit of EMPLOYEE, which which, except as otherwise provided below, shall be payable (if not already paid) as soon as administratively possible after July 8December 31, 2005, pursuant to the following plans, subject to EMPLOYEE’s (and his spouse’s, if applicable) completion of all necessary election forms and documentation which may be required. All such amounts accrued and payable shall be calculated and determined by Xxxxxx & Associates, actuary for the plans. EMPLOYEE is hereby electing to take a lump sum payment representing his entire benefit under the COMPANY’s Supplemental Benefit Plan, notwithstanding any prior election regarding the form of such benefit payment which EMPLOYEE may have made. 1. COMPANY’s ’ s Retirement Cash Balance Plan; and 2. COMPANY’s Supplemental Benefit PlanPlan The benefit under the Company’s Supplemental Benefits Plan will be paid before December 31, 2005. E. COMPANY acknowledges and agrees that EMPLOYEE shall remain covered by COMPANY’S or any affiliates’, as applicable, Directors and Officers Errors and Omissions Liability Insurance on the same basis as applicable to other officers of the Company (or any successor) in regard to legal proceedings EMPLOYEE may become a party to on legal matters claims pertaining to the time when EMPLOYEE was employed by the COMPANY or was a director of the Company. EMPLOYEE shall continue to be indemnified by the COMPANY, or any affiliates thereof as applicable, in regard to any claims pertaining to the time when EMPLOYEE was employed by or a director of the COMPANY, on the same basis as in effect immediately prior to his termination.

Severance and Other Payments. The COMPANY, in exchange for the promises of EMPLOYEE contained below, agrees as follows: A. COMPANY agrees to pay EMPLOYEE the lump sum amount of $935,250.00 1,058,929.71 less legal standard deductions. This amount represents three (3) times EMPLOYEE’s base salary plus three (3) times his target bonus. The payment will be made within seven (7) days after the later of (i) the expiration of the EMPLOYEE’s revocation option in Section 5(C) belowbelow or (ii) EMPLOYEE’S retirement on February 28, 2006. B. COMPANY agrees to pay COBRA insurance premiums (medical and/or dental) for up to 36 months, as set forth in the Supplemental Agreement. In the event that EMPLOYEE’s entitlement to COBRA coverage should cease before that time (as set forth in the Supplemental Agreement), COMPANY will have no obligation to continue payment of EMPLOYEE’s COBRA premiums. C. COMPANY agrees that EMPLOYEE shall receive (less applicable legal standard deductions in each case, if any) an amount of $27,702.00 32,769.71, as liquidated unused vacation days and the following payments pursuant to the following plans: 1. COMPANY’s 1994 Long Term Compensation Plan: $8,960.00.16,241.00; and 2. COMPANY’s 2000 Long Term Compensation Plan: $98,832.00. 3. COMPANY’s Management Incentive Compensation Plan: All amounts have been included in the amount specified in Section 1.A above. D. COMPANY agrees that EMPLOYEE shall also receive all amounts accrued for the benefit of EMPLOYEE, which which, except as otherwise provided below, shall be payable (if not already paid) as soon as administratively possible after July 8February 28, 20052006, pursuant to the following plansplan, subject to EMPLOYEE’s (and his spouse’s, if applicable) completion of all necessary election forms and documentation which may be required. All such amounts accrued and payable shall be calculated and determined by Xxxxxx & Associates, actuary for the plans. EMPLOYEE is hereby electing to take a lump sum payment representing his entire benefit under the COMPANY’s Supplemental Benefit Plan, notwithstanding any prior election regarding the form of such benefit payment which EMPLOYEE may have made. 1. COMPANY’s Retirement Cash Balance Plan; and 2. COMPANY’s Supplemental Benefit Plan E. COMPANY acknowledges and agrees that EMPLOYEE shall remain covered by COMPANY’S Directors and Officers Errors and Omissions Liability Insurance in regard to legal proceedings EMPLOYEE may become a party to on legal matters pertaining to the time when EMPLOYEE was employed by the COMPANY.