Common use of Severance Compensation and Benefits Clause in Contracts

Severance Compensation and Benefits. (a) If, following the occurrence of a Change in Control and during the Severance Period, (i) the Company terminates the Executive’s employment (other than as a result of the Executive’s death or Disability), or the Company gives the Executive notice of such termination, in either case pursuant to Section 2(a), or (ii) the Executive terminates his or her employment pursuant to Section 2(b), the Company shall: (i) pay to the Executive, a lump sum payment (the “Severance Payment”), within ten (10) calendar days of the Termination Date (unless payment of all or any portion of the following is required on some later date in order to comply with Section 409A of the Code, in which case payment shall be made on the first business day after the date that is six months after the Date of Termination), in an amount equal to: 1 any unpaid Base Pay through the Termination Date; 2 three times the sum of (a) Base Pay (the aggregate amount and the components of which shall be determined based on the highest rate in effect for any period prior to the Termination Date), plus (b) Incentive Pay in an amount equal to the higher of (X) the highest annual amount of Incentive Pay paid to or earned by the Executive with respect to any fiscal year during the three fiscal years immediately preceding the fiscal year in which the Change in Control occurs, and (Y) 100% of the Incentive Pay amount that would be payable, assuming that both the Company and the Executive satisfy 100% (but not in excess of 100%) of the performance objective(s) specified in or pursuant to the applicable agreement, policy, plan, program or arrangement and communicated to the Executive (as the Executive’s “Target Incentive Award,” “Base Bonus Percentage” or their successors) by the Company, whether or not attained as of such Termination Date, to the Executive for the fiscal year in which the Change in Control occurs; 3 payment in respect of any accrued but unused paid time off or sick pay, and payment in respect of any business expenses incurred but not reimbursed prior to the Termination Date; 4 any other compensation or benefits which may be owed or provided to or in respect of the Executive in accordance with the terms and provisions of any plans or programs of the Company; and

Severance Compensation and Benefits. In the event that (a) IfExecutive’s employment is either terminated by the Company without Cause under Section 7 or by Executive for Good Reason under Section 10, and (b) Executive is not entitled to any severance or similar compensation or benefits under a “Change in Control” or similar agreement in connection with the termination of Executive’s employment relationship, and (c) Executive executes and delivers to the Company, within twenty-one (21) days (or such longer period required by law if applicable) after termination of Executive’s employment relationship, and does not revoke, a written Release (as defined below), then, except as provided below in this Section 12 and subject to the terms of this Agreement and the aforementioned Release, Executive shall be entitled to receive the following: (a) Severance compensation (“Severance Pay”) equal to twelve (12) months of Executive’s base salary (based upon Executive’s base salary at the time of termination of employment and subject to required tax or other withholdings) payable to Executive in a lump sum within thirty (30) days after the date on which Executive’s employment is terminated; provided, that notwithstanding the foregoing: (i) if the termination of Executive’s employment occurs during November or December, the commencement of Severance Pay payable to Executive shall not occur prior to January 1 of the following year, and (ii) if Executive is a “specified employee” under Section 409A of the Internal Revenue Code of 1986, as amended, or any successor law (the “Code”), then any portion of the Severance Pay that is not exempt from Section 409A, and that would otherwise be payable to Executive during the first six (6) months following the occurrence termination of a Change Executive’s employment, shall not be paid to Executive until the ten (10) business day period immediately following the expiration of such six (6) month period. (b) If Executive timely elects in Control the proper form, pursuant to the Consolidated Budget Reconciliation Act (“COBRA”), to continue health care coverage for Executive and/or Executive’s dependents under the health plan in which Executive had coverage at the time of the termination of Executive’s employment, and during if Executive continues paying the Severance Periodpremiums for such COBRA coverage (subject to any COBRA premium subsidy Executive is eligible for under the American Recovery and Reinvestment Act of 2009 or similar law), then the Company will reimburse to Executive monthly (as taxable income to Executive) an amount that is not less than the dollar amount of health care premiums that the Company and its affiliated companies were paying on behalf of Executive and/or Executive’s dependents immediately prior to the termination of Executive’s employment, such premium reimbursements to continue until the earlier of (i) the Company terminates the date that is twelve (12) months after Executive’s employment (other than as a result of the Executive’s death or Disability), or the Company gives the Executive notice of such termination, in either case pursuant to Section 2(a)is terminated, or (ii) the date as of which Executive terminates his or her employment pursuant ceases to Section 2(b)carry COBRA continuation health care coverage following Executive’s termination of employment. (c) Limited out-placement counseling with a company of the Company’s choice, provided that Executive commences participation in such counseling immediately following termination of employment, for a period of up to twelve (12) months following the termination of Executive’s employment. In order to receive the foregoing severance compensation and benefits, Executive must execute and not revoke a release, in a form acceptable to the Company, of any and all claims against the Company shall: (i) pay to the Executive, a lump sum payment (the “Severance Payment”), within ten (10) calendar days of the Termination Date (unless payment of and its affiliated companies and all or any portion of the following is required on some later date in order to comply with Section 409A of the Code, in which case payment shall be made on the first business day after the date that is six months after the Date of Termination), in an amount equal to: 1 any unpaid Base Pay through the Termination Date; 2 three times the sum of (a) Base Pay (the aggregate amount and the components of which shall be determined based on the highest rate in effect for any period prior to the Termination Date), plus (b) Incentive Pay in an amount equal to the higher of (X) the highest annual amount of Incentive Pay paid to or earned by the Executive related parties with respect to any fiscal year during the three fiscal years immediately preceding the fiscal year in which the Change in Control occurs, and (Y) 100% all matters arising out of the Incentive Pay amount that would be payable, assuming that both Executive’s employment by the Company or any of its affiliated companies and the Executive satisfy 100% termination thereof (but not in excess of 100%) of the performance objective(s) specified in or pursuant to the applicable agreement, policy, plan, program or arrangement and communicated to the Executive (as the Executive’s “Target Incentive Award,” “Base Bonus Percentage” or their successors) by the Company, whether or not attained as of such Termination Date, to the Executive other than claims for the fiscal year in which the Change in Control occurs; 3 payment in respect of any accrued but unused paid time off or sick pay, and payment in respect of any business expenses incurred but not reimbursed prior to the Termination Date; 4 any other compensation or benefits which may be owed or provided to or in respect of the Executive in accordance with entitlements under the terms and provisions of this Agreement or under any plans or programs of the Company; andCompany or any of its affiliated companies under which Executive has accrued and is due a benefit) (a “Release”). The Company and Executive mutually acknowledge and agree that payment of the foregoing severance compensation and benefits may be adjusted, from a timing standpoint or in the form or manner of payment, as necessary to comply with (avoid adverse tax consequences under) Section 409A or other applicable provisions of the Code.

Severance Compensation and Benefits. (a) If, following the occurrence of a Change in Control and during the Severance PeriodControl, (i) the Company terminates the Executive’s 's employment during the Severance Period pursuant to Section 3(a) (other than as a result of the Executive’s death or Disability's death), or the Company gives the Executive notice of such termination, in either case pursuant to Section 2(a), or (ii) if the Executive terminates his or her employment during the Severance Period pursuant to Section 2(b3(b), the Company shallwill: (i) pay to the Executive, within five business days after the Termination Date (or, in the event that the circumstance described in Section 3(c) hereof is applicable, within five business days after the Election Date), a lump sum payment (the “"Severance Payment”), within ten (10") calendar days of the Termination Date (unless payment of all or any portion of the following is required on some later date in order to comply with Section 409A of the Code, in which case payment shall be made on the first business day after the date that is six months after the Date of Termination), in an amount equal to: 1 any unpaid Base Pay through the Termination Date; 2 three to four times the sum of (aA) Base Pay (the aggregate amount and the components of which shall be determined based on the highest rate in effect for any period prior to the Termination Date), plus (bB) Incentive Pay in an amount equal to the higher of (Xi) the highest annual amount of Incentive Pay paid to or earned by the Executive with respect to any fiscal year during the three fiscal years immediately preceding the fiscal year in which the Change in Control Termination Date occurs, and (Yii) 100% of the Incentive Pay amount that would be payable, assuming that both payable upon the Company and the Executive satisfy attainment of 100% (but not in excess of 100%) of the performance objective(s) and 100% of the targeted or planned amount(s) specified in or pursuant to the applicable agreement, policy, plan, program or arrangement and communicated to the Executive (as the Executive’s “Target Incentive Award,” “Base Bonus Percentage” or their successors) by the Companyarrangement, whether or not attained as of such Termination Date, to the for such Executive for the fiscal year in which the Termination Date occurs; provided however, that the Severance Payment shall be reduced by the aggregate amount of all cash payments, if any, previously received by the Executive pursuant to the Severance Agreement prior to the Election Date. (ii) (A) for 48 months following the Termination Date (the "Continuation Period"), arrange at its sole expense, to provide the Executive with Employee Benefits that are substantially similar to the better of (when considered in the aggregate) (X) those Employee Benefits which the Executive was receiving or entitled to receive immediately prior to the Change in Control occurs; 3 payment in respect of any accrued but unused paid time off Control, or sick pay, and payment in respect of any business expenses incurred but not reimbursed (Y) those Employee Benefits which the Executive was receiving or entitled to receive immediately prior to the Termination Date; 4 any other compensation or benefits which may , and (B) such Continuation Period will be owed or provided to considered service with the Company for the purpose of determining service credits under or in respect of any Employee Benefits applicable to the Executive Executive, his dependents or his beneficiaries; provided that for purposes of this Section 4(a)(ii), Employee Benefits shall not include any Incentive Pay and nothing in accordance with this Section 4(a) shall be construed to require the Company to make any new grants of stock options to the Executive. If and to the extent that any Employee Benefit described in subsection (A) or (B) of this Section 4(a)(ii) cannot be paid or provided under any applicable law or regulation or under the terms and provisions of any plans policy, plan, program or programs arrangement of the Company; and, then the Company will take all action necessary to ensure that such Employee Benefit is provided through other means to the Executive, his dependents and beneficiaries, as applicable, or the Company shall timely pay to the Executive a lump sum amount in cash equal to the fair market value of such foregone Employee Benefit. Notwithstanding the immediately preceding sentence, the Company shall make any payment that may be necessary to ensure that the Executive's after tax position with respect to any Employee Benefits received pursuant to this Section 4(a)(ii) is not worse than the Executive's after-tax position in the event such Employee Benefits had been provided to the Executive while he was employed by the Company. (iii) for the life of the Executive and his or her spouse, to (A) arrange to provide (A) the Executive and his or her spouse with retiree health benefits substantially identical to the "Benefits" that would have been provided to the Executive and his or her spouse under the Company's Employee Health Benefit Plan, as amended as of December 31, 1999 (the "Health Plan"), if the Executive had met the requirements of Section 4.01(b)(iii) of the Health Plan as of the "Retiree Record Date", and (B) the Executive with the right and opportunity to elect to receive health benefits for his or her eligible dependents substantially identical to the "Benefits" offered under Section 4.01(b)(iv) of the Health Plan. The terms "Benefits" and "Retiree Record Date" shall have the respective meanings ascribed to such terms in the Health Plan.

Severance Compensation and Benefits. (a) If, following the occurrence of a Change in Control and during the Severance PeriodControl, (i) the Company terminates the Executive’s 's employment during the Severance Period pursuant to Section 3(a) (other than as a result of the Executive’s death or Disability's death), or the Company gives the Executive notice of such termination, in either case pursuant to Section 2(a), or (ii) if the Executive terminates his or her employment during the Severance Period pursuant to Section 2(b3(b), the Company shallwill: (i) pay to the Executive, within five business days after the Termination Date (or, in the event that the circumstance described in Section 3(c) hereof is applicable, within five business days after the Election Date), a lump sum payment (the “"Severance Payment”), within ten (10") calendar days of the Termination Date (unless payment of all or any portion of the following is required on some later date in order to comply with Section 409A of the Code, in which case payment shall be made on the first business day after the date that is six months after the Date of Termination), in an amount equal to: 1 any unpaid Base Pay through the Termination Date; 2 three to two times the sum of (aA) Base Pay (the aggregate amount and the components of which shall be determined based on the highest rate in effect for any period prior to the Termination Date), plus (bB) Incentive Pay in an amount equal to the higher of (Xi) the highest annual amount of Incentive Pay paid to or earned by the Executive with respect to any fiscal year during the three fiscal years immediately preceding the fiscal year in which the Change in Control Termination Date occurs, and (Yii) 100% of the Incentive Pay amount that would be payable, assuming that both payable upon the Company and the Executive satisfy attainment of 100% (but not in excess of 100%) of the performance objective(s) and 100% of the targeted or planned amount(s) specified in or pursuant to the applicable agreement, policy, plan, program or arrangement and communicated to the Executive (as the Executive’s “Target Incentive Award,” “Base Bonus Percentage” or their successors) by the Companyarrangement, whether or not attained as of such Termination Date, to the for such Executive for the fiscal year in which the Termination Date occurs; provided however, that the Severance Payment shall be reduced by the aggregate amount of all cash payments, if any, previously received by the Executive pursuant to the Severance Agreement prior to the Election Date. (ii) (A) for 24 months following the Termination Date (the "Continuation Period"), arrange at its sole expense, to provide the Executive with Employee Benefits that are substantially similar to the better of (when considered in the aggregate) (X) those Employee Benefits which the Executive was receiving or entitled to receive immediately prior to the Change in Control occurs; 3 payment in respect of any accrued but unused paid time off Control, or sick pay, and payment in respect of any business expenses incurred but not reimbursed (Y) those Employee Benefits which the Executive was receiving or entitled to receive immediately prior to the Termination Date; 4 any other compensation or benefits which may , and (B) such Continuation Period will be owed or provided to considered service with the Company for the purpose of determining service credits under or in respect of any Employee Benefits applicable to the Executive Executive, his dependents or his beneficiaries; provided that for purposes of this Section 4(a)(ii), Employee Benefits shall not include any Incentive Pay and nothing in accordance with this Section 4(a) shall be construed to require the terms Company to make any new grants of stock options to the Executive. If and provisions to the extent that any Employee Benefit described in subsection (A) or (B) of this Section 4(a)(ii) is not or cannot be paid or provided under any plans applicable law or programs regulation or under any policy, plan, program or arrangement of the Company; and, then the Company will take all action necessary to ensure that such Employee Benefit is provided through other means to the Executive, his dependents and beneficiaries, as applicable, or the Company shall timely pay to the Executive an amount in cash equal to the fair market value of such foregone Employee Benefit.

Severance Compensation and Benefits. (a) If, following the occurrence ----------------------------------- of a Change in Control and during the Severance PeriodControl, (i) the Company terminates the Executive’s 's employment during the Severance Period pursuant to Section 3(a) (other than as a result of the Executive’s death or Disability's death), or the Company gives the Executive notice of such termination, in either case pursuant to Section 2(a), or (ii) if the Executive terminates his or her employment during the Severance Period pursuant to Section 2(b3(b), the Company shallwill: (i) pay to the Executive, within five business days after the Termination Date (or, in the event that the circumstance described in Section 3(c) hereof is applicable, within five business days after the Election Date), a lump sum payment (the “"Severance Payment”), within ten (10") calendar days of the Termination Date (unless payment of all or any portion of the following is required on some later date in order to comply with Section 409A of the Code, in which case payment shall be made on the first business day after the date that is six months after the Date of Termination), in an amount equal to: 1 any unpaid Base Pay through the Termination Date; 2 three to five times the sum of (aA) Base Pay (the aggregate amount and the components of which shall be determined based on the highest rate in effect for any period prior to the Termination Date), plus (bB) Incentive Pay in an amount equal to the higher of (Xi) the highest annual amount of Incentive Pay paid to or earned by the Executive with respect to any fiscal year during the three fiscal years immediately preceding the fiscal year in which the Change in Control Termination Date occurs, and (Yii) 100% of the Incentive Pay amount that would be payable, assuming that both payable upon the Company and the Executive satisfy attainment of 100% (but not in excess of 100%) of the performance objective(s) and 100% of the targeted or planned amount(s) specified in or pursuant to the applicable agreement, policy, plan, program or arrangement and communicated to the Executive (as the Executive’s “Target Incentive Award,” “Base Bonus Percentage” or their successors) by the Companyarrangement, whether or not attained as of such Termination Date, to the for such Executive for the fiscal year in which the Termination Date occurs; provided however, that the Severance Payment shall be reduced by the aggregate amount of all cash payments, if any, previously received by the Executive pursuant to the Severance Agreement prior to the Election Date. (ii) (A) for 60 months following the Termination Date (the "Continuation Period"), arrange at its sole expense, to provide the Executive with Employee Benefits that are substantially similar to the better of (when considered in the aggregate) (X) those Employee Benefits which the Executive was receiving or entitled to receive immediately prior to the Change in Control occurs; 3 payment in respect of any accrued but unused paid time off Control, or sick pay, and payment in respect of any business expenses incurred but not reimbursed (Y) those Employee Benefits which the Executive was receiving or entitled to receive immediately prior to the Termination Date; 4 any other compensation or benefits which may , and (B) such Continuation Period will be owed or provided to considered service with the Company for the purpose of determining service credits under or in respect of any Employee Benefits applicable to the Executive Executive, his dependents or his beneficiaries; provided that for purposes of this Section 4(a)(ii), Employee Benefits shall not include any Incentive Pay and nothing in accordance with this Section 4(a) shall be construed to require the Company to make any new grants of stock options to the Executive. If and to the extent that any Employee Benefit described in subsection (A) or (B) of this Section 4(a)(ii) cannot be paid or provided under any applicable law or regulation or under the terms and provisions of any plans policy, plan, program or programs arrangement of the Company; and, then the Company will take all action necessary to ensure that such Employee Benefit is provided through other means to the Executive, his dependents and beneficiaries, as applicable, or the Company shall timely pay to the Executive a lump sum amount in cash equal to the fair market value of such foregone Employee Benefit. Notwithstanding the immediately preceding sentence, the Company shall make any payment that may be necessary to ensure that the Executive's after tax position with respect to any Employee Benefits received pursuant to this Section 4(a)(ii) is not worse than the Executive's after-tax position in the event such Employee Benefits had been provided to the Executive while he was employed by the Company. (iii) for the life of the Executive and his or her spouse, arrange, at the Company's sole cost and expense, and at no cost to the Executive and his or her spouse, to provide (A) the Executive and his or her spouse with retiree health benefits identical to the "Benefits" that would have been provided to the Executive and his or her spouse under the Company's Employee Health Benefit Plan, as amended as of December 31, 1999 (the "Health Plan"), if the Executive had met the requirements of Section 4.01(b)(ii) of the Health Plan as of the "Retiree Record Date", and (B) the Executive with the opportunity to elect to receive "Benefits" for his or her eligible dependents pursuant to Section 4.01(b)(iv) of the Health Plan. The terms "Benefits" and "Retiree Record Date" shall have the respective meanings ascribed to such terms in the Health Plan.

Severance Compensation and Benefits. (a) If, following the occurrence ----------------------------------- of a Change in Control and during the Severance PeriodControl, (i) the Company terminates the Executive’s 's employment during the Severance Period pursuant to Section 3(a) (other than as a result of the Executive’s death or Disability's death), or the Company gives the Executive notice of such termination, in either case pursuant to Section 2(a), or (ii) if the Executive terminates his or her employment during the Severance Period pursuant to Section 2(b3(b), the Company shallwill: (i) pay to the Executive, within five business days after the Termination Date (or, in the event that the circumstance described in Section 3(c) hereof is applicable, within five business days after the Election Date), a lump sum payment (the “"Severance Payment”), within ten (10") calendar days of the Termination Date (unless payment of all or any portion of the following is required on some later date in order to comply with Section 409A of the Code, in which case payment shall be made on the first business day after the date that is six months after the Date of Termination), in an amount equal to: 1 any unpaid Base Pay through the Termination Date; 2 three to ___________ times the sum of (aA) Base Pay (the aggregate amount and the components of which shall be determined based on the highest rate in effect for any period prior to the Termination Date), plus (bB) Incentive Pay in an amount equal to the higher of (Xi) the highest annual amount of Incentive Pay paid to or earned by the Executive with respect to any fiscal year during the three fiscal years immediately preceding the fiscal year in which the Change in Control Termination Date occurs, and (Yii) 100% of the Incentive Pay amount that would be payable, assuming that both payable upon the Company and the Executive satisfy attainment of 100% (but not in excess of 100%) of the performance objective(s) and 100% of the targeted or planned amount(s) specified in or pursuant to the applicable agreement, policy, plan, program or arrangement and communicated to the Executive (as the Executive’s “Target Incentive Award,” “Base Bonus Percentage” or their successors) by the Companyarrangement, whether or not attained as of such Termination Date, to the for such Executive for the fiscal year in which the Termination Date occurs; provided however, that the Severance Payment shall be reduced by the aggregate amount of all cash payments, if any, previously received by the Executive pursuant to the Severance Agreement prior to the Election Date. (ii) (A) for _____ months following the Termination Date (the "Continuation Period"), arrange at its sole expense, to provide the Executive with Employee Benefits that are substantially similar to the better of (when considered in the aggregate) (X) those Employee Benefits which the Executive was receiving or entitled to receive immediately prior to the Change in Control occurs; 3 payment in respect of any accrued but unused paid time off Control, or sick pay, and payment in respect of any business expenses incurred but not reimbursed (Y) those Employee Benefits which the Executive was receiving or entitled to receive immediately prior to the Termination Date; 4 any other compensation or benefits which may , and (B) such Continuation Period will be owed or provided to considered service with the Company for the purpose of determining service credits under or in respect of any Employee Benefits applicable to the Executive Executive, his dependents or his beneficiaries; provided that for purposes of this Section 4(a)(ii), Employee Benefits shall not include any Incentive Pay and nothing in accordance with this Section 4(a) shall be construed to require the terms Company to make any new grants of stock options to the Executive. If and provisions to the extent that any Employee Benefit described in subsection (A) or (B) of this Section 4(a)(ii) is not or cannot be paid or provided under any plans applicable law or programs regulation or under any policy, plan, program or arrangement of the Company; and, then the Company will take all action necessary to ensure that such Employee Benefit is provided through other means to the Executive, his dependents and beneficiaries, as applicable, or the Company shall timely pay to the Executive an amount in cash equal to the fair market value of such foregone Employee Benefit. (b) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite "prime rate" as quoted from time to time during the relevant period in the Southwest Edition of The Wall Street Journal. Such ----------------------- interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change. (c) Notwithstanding any other provision of this Agreement to the contrary, the parties' respective rights and obligations under this Section 4 and under Sections 5 and 7 will survive any termination or expiration of this Agreement or the termination of the Executive's employment following a Change in Control for any reason whatsoever.

Severance Compensation and Benefits. (a) If, following the occurrence of a Change in Control and during the Severance PeriodControl, (i) the Company terminates the Executive’s 's employment during the Severance Period pursuant to Section 3(a) (other than as a result of the Executive’s death or Disability's death), or the Company gives the Executive notice of such termination, in either case pursuant to Section 2(a), or (ii) if the Executive terminates his or her employment during the Severance Period pursuant to Section 2(b3(b), the Company shallwill: (i) pay to the Executive, within five business days after the Termination Date (or, in the event that the circumstance described in Section 3(c) hereof is applicable, within five business days after the Election Date), a lump sum payment (the “"Severance Payment”), within ten (10") calendar days of the Termination Date (unless payment of all or any portion of the following is required on some later date in order to comply with Section 409A of the Code, in which case payment shall be made on the first business day after the date that is six months after the Date of Termination), in an amount equal to: 1 any unpaid Base Pay through the Termination Date; 2 three to one times the sum of (aA) Base Pay (the aggregate amount and the components of which shall be determined based on the highest rate in effect for any period prior to the Termination Date), plus (bB) Incentive Pay in an amount equal to the higher of (Xi) the highest annual amount of Incentive Pay paid to or earned by the Executive with respect to any fiscal year during the three fiscal years immediately preceding the fiscal year in which the Change in Control Termination Date occurs, and (Yii) 100% of the Incentive Pay amount that would be payable, assuming that both payable upon the Company and the Executive satisfy attainment of 100% (but not in excess of 100%) of the performance objective(s) and 100% of the targeted or planned amount(s) specified in or pursuant to the applicable agreement, policy, plan, program or arrangement and communicated to the Executive (as the Executive’s “Target Incentive Award,” “Base Bonus Percentage” or their successors) by the Companyarrangement, whether or not attained as of such Termination Date, to the for such Executive for the fiscal year in which the Termination Date occurs; provided however, that the Severance Payment shall be reduced by the aggregate amount of all cash payments, if any, previously received by the Executive pursuant to the Severance Agreement prior to the Election Date. (ii) (A) for twelve months following the Termination Date (the "Continuation Period"), arrange at its sole expense, to provide the Executive with Employee Benefits that are substantially similar to the better of (when considered in the aggregate) (X) those Employee Benefits which the Executive was receiving or entitled to receive immediately prior to the Change in Control occurs; 3 payment in respect of any accrued but unused paid time off Control, or sick pay, and payment in respect of any business expenses incurred but not reimbursed (Y) those Employee Benefits which the Executive was receiving or entitled to receive immediately prior to the Termination Date; 4 any other compensation or benefits which may , and (B) such Continuation Period will be owed or provided to considered service with the Company for the purpose of determining service credits under or in respect of any Employee Benefits applicable to the Executive Executive, his dependents or his beneficiaries; provided that for purposes of this Section 4(a)(ii), Employee Benefits shall not include any Incentive Pay and nothing in accordance with this Section 4(a) shall be construed to require the terms Company to make any new grants of stock options to the Executive. If and provisions to the extent that any Employee Benefit described in subsection (A) or (B) of this Section 4(a)(ii) is not or cannot be paid or provided under any plans applicable law or programs regulation or under any policy, plan, program or arrangement of the Company; and, then the Company will take all action necessary to ensure that such Employee Benefit is provided through other means to the Executive, his dependents and beneficiaries, as applicable, or the Company shall timely pay to the Executive an amount in cash equal to the fair market value of such foregone Employee Benefit.