Common use of Severance Compensation upon Termination Clause in Contracts

Severance Compensation upon Termination. (a) Subject to the last sentence of this paragraph, Employee shall receive severance compensation as described below upon a Termination of Employment that is either: (i) initiated by BPLSC for any reason other than (x) Employee’s continuous illness, injury or incapacity for a period of six consecutive months or (y) for “Cause;” or (ii) initiated by Employee for “Good Reason” upon one or more of the following occurrences, subject to subsection (c) below: (A) any material failure of BPLSC to comply with and satisfy any of the terms of this Agreement; (B) any significant reduction by BPLSC of the authority, duties, or responsibilities of Employee; (C) any elimination of Employee from eligibility to participate in, or any exclusion of Employee from participation in, employee benefit plans or policies, except to the extent such elimination or exclusion is applicable to Buckeye GP’s named executive officers as a group; (D) any reduction in Employee’s Annual Base Compensation or any reduction in Employee’s Annual Target Bonus Opportunity (unless such reduction in Annual Target Bonus Opportunity is made in connection with similar reductions in the bonus opportunities of Buckeye GP’s named executive officers as a group); or (E) a transfer of Employee, without his express written consent, to a location that is more than 100 miles from Houston, Texas. In the event of a Termination of Employment described above, and subject to the last sentence of this paragraph, BPLSC shall pay to Employee, within fifteen days after the Termination Date, an amount in cash, payable in a lump sum, equal to Employee’s Annual Base Compensation plus Employee’s Annual Target Bonus Opportunity for such year. Notwithstanding the foregoing, no such payment shall be made unless Employee executes, and does not revoke, a written release, substantially in the form attached hereto as Annex 1 (the “Release”), of any and all claims against the Partnerships, BPLSC and all related parties with respect to all matters arising out of Employee’s employment by BPLSC (other than any entitlements under the terms of this Agreement or under any other plans or programs of BPLSC in which Employee participated and under which Employee has accrued or become entitled to a benefit) or the termination thereof. (b) In the event a severance payment is made under paragraph (a) above, BPLSC will provide Employee with the following payments for a period of 12 months from the Termination Date; provided, however, that this obligation shall cease upon Employee’s obtaining new employment that provides Employee with eligibility for medical benefits without a pre-existing condition limitation (such period is referred to as the “Benefit Period”): (i) During the Benefit Period, BPLSC will pay Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of BPLSC pursuant to section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee. These payments will commence on BPLSC’s first payroll date after the Termination Date and will continue until the end of the Benefit Period. (ii) On each date on which a payment is made under subsection (i) above, BPLSC will pay Employee an additional tax gross-up amount equal to the federal, state and local income and payroll taxes, if any, that Employee incurs on the amount paid under subsection (i), and on the amount paid under this subsection (ii), on that date; provided, however, that for purposes of this subsection (ii), the aggregate tax rate for the federal, state and local income and payroll taxes above shall be assumed to be 25%. This gross up payment will be made with respect to each payment under subsection (i) and will cease when payments under subsection (i) cease. (c) If Employee incurs a Termination of Employment other than as described in Section 3(a), Employee shall receive no severance compensation under this Agreement, and this Agreement shall terminate; provided that the obligations of Employee under Sections 10, 11, 12, 22 and 23 shall continue in effect according to their terms. (d) In order for the Employee to resign for Good Reason as described in Section 3(a)(ii) above, the Employee must provide written notice of termination for Good Reason to BPLSC within 30 days after the event constituting Good Reason. BPLSC shall have a period of 30 days in which it may correct the act or failure to act that constitutes the grounds for Good Reason as set forth in the Employee’s notice of termination. If BPLSC does not correct the act or failure to act, the Employee must terminate his or her employment for Good Reason within 30 days after the end of the cure period, in order for the termination to be considered a Good Reason termination.

Severance Compensation upon Termination. (a) Subject to the last sentence of this paragraph, Employee shall receive severance compensation as described below upon a Termination of Employment that is either: (i) initiated by BPLSC for any reason other than (x) Employee’s continuous illness, injury or incapacity for a period of six consecutive months or (y) for “Cause;” ”; or (ii) initiated by Employee for “Good Reason” upon one or more of the following occurrences, subject to subsection (c) below: (A) any material failure of BPLSC to comply with and satisfy any of the terms of this Agreement; (B) any significant reduction by BPLSC of the authority, duties, or responsibilities of Employee; (C) any elimination of Employee from eligibility to participate in, or any exclusion of Employee from participation in, employee benefit plans or policies, except to the extent such elimination or exclusion is applicable to Buckeye GP’s named executive officers as a group; (D) any reduction in Employee’s Annual Base Compensation or any reduction in Employee’s Annual Target Bonus Opportunity (unless such reduction in Annual Target Bonus Opportunity is made in connection with similar reductions in the bonus opportunities of Buckeye GP’s named executive officers as a group); or (E) a transfer of Employee, without his express written consent, to a location that is more than 100 miles from HoustonBreinigsville, TexasPennsylvania. In the event of a Termination of Employment described above, and subject to the last sentence of this paragraph, BPLSC shall pay to Employee, within fifteen days after the Termination Date, an amount in cash, payable in a lump sum, equal to two hundred percent (200%) of Employee’s Annual Base Compensation plus two hundred percent (200%) of Employee’s Annual Target Bonus Opportunity for such year. Notwithstanding the foregoing, no such payment shall be made unless Employee executes, and does not revoke, a written release, substantially in the form attached hereto as Annex 1 (the “Release”), of any and all claims against the Partnerships, BPLSC and all related parties with respect to all matters arising out of Employee’s employment by BPLSC (other than any entitlements under the terms of this Agreement or under any other plans or programs of BPLSC in which Employee participated and under which Employee has accrued or become entitled to a benefit) or the termination thereof. (b) In the event a severance payment is made under paragraph (a) above, BPLSC will provide Employee with the following payments for a period of 12 24 months from the Termination Date; provided, however, that this obligation shall cease upon Employee’s obtaining new employment that provides Employee with eligibility for medical benefits without a pre-existing condition limitation (such period is referred to as the “Benefit Period”): (i) During the Benefit Period, BPLSC will pay Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of BPLSC pursuant to section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee. These payments will commence on BPLSC’s first payroll date after the Termination Date and will continue until the end of the Benefit Period. (ii) On each date on which a payment is made under subsection (i) above, BPLSC will pay Employee an additional tax gross-up amount equal to the federal, state and local income and payroll taxes, if any, that Employee incurs on the amount paid under subsection (i), and on the amount paid under this subsection (ii), on that date; provided, however, that for purposes of this subsection (ii), the aggregate tax rate for the federal, state and local income and payroll taxes above shall be assumed to be 25%. This gross up payment will be made with respect to each payment under subsection (i) and will cease when payments under subsection (i) cease. (c) If Employee incurs a Termination of Employment other than as described in Section 3(a), Employee shall receive no severance compensation under this Agreement, and this Agreement shall terminate; provided that the obligations of Employee under Sections 10, 11, 12, 22 and 23 shall continue in effect according to their terms. (d) In order for the Employee to resign for Good Reason as described in Section 3(a)(ii) above, the Employee must provide written notice of termination for Good Reason to BPLSC within 30 days after the event constituting Good Reason. BPLSC shall have a period of 30 days in which it may correct the act or failure to act that constitutes the grounds for Good Reason as set forth in the Employee’s notice of termination. If BPLSC does not correct the act or failure to act, the Employee must terminate his or her employment for Good Reason within 30 days after the end of the cure period, in order for the termination to be considered a Good Reason termination.

Severance Compensation upon Termination. (a) Subject to the last sentence of this paragraph, Employee shall receive severance compensation as described below upon a Termination of Employment that is either: (i) initiated by BPLSC for any reason other than (x) Employee’s continuous illness, injury or incapacity for a period of six consecutive months or (y) for “Cause;” or (ii) initiated by Employee for “Good Reason” upon one or more of the following occurrences, subject to subsection (c) below: (A) any material failure of BPLSC to comply with and satisfy any of the terms of this Agreement; (B) any significant reduction by BPLSC of the authority, duties, or responsibilities of Employee; (C) any elimination of Employee from eligibility to participate in, or any exclusion of Employee from participation in, employee benefit plans or policies, except to the extent such elimination or exclusion is applicable to Buckeye GP’s named executive officers as a group; (D) any material reduction in Employee’s Annual Base Compensation or any material reduction in Employee’s Annual Target Bonus Opportunity (unless such reduction in Annual Target Bonus Opportunity is made in connection with similar reductions in the bonus opportunities of Buckeye GP’s named executive officers as a group); or (E) a transfer of Employee, without his express written consent, to a location that is more than 100 miles from HoustonEmployee’s primary work location as it existed on the date of this Agreement, Texasexcept for required travel substantially consistent with the Employee’s present business obligations. In the event of a Termination of Employment described above, and subject to the last sentence of this paragraph, BPLSC shall pay to Employee, within fifteen days after the Termination Date, an amount in cash, payable in a lump sum, equal to Employee’s Annual Base Compensation plus Employee’s Annual Target Bonus Opportunity for such year. Notwithstanding the foregoing, no such payment shall be made unless Employee executes, and does not revoke, a written release, substantially in the form attached hereto as Annex 1 (the “Release”), of any and all claims against the PartnershipsBPL Entities, BPLSC and all related parties with respect to all matters arising out of Employee’s employment by BPLSC (other than any entitlements under the terms of this Agreement or under any other plans or programs of BPLSC in which Employee participated and under which Employee has accrued or become entitled to a benefit) or the termination thereof. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of Employee’s execution of the Release, directly or indirectly, result in Employee designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. (b) In the event a severance payment is made under paragraph (a) above, BPLSC will provide pay Employee with a monthly payment on the following payments first payroll date of each month equal to 125% of the COBRA cost of continued health and dental coverage under health and dental plans of BPLSC pursuant to section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of 12 months from the Termination Date; provided, however, that this obligation shall cease upon Employee’s obtaining new employment that provides Employee with eligibility for medical benefits without a pre-existing condition limitation (such period is referred to as the “Benefit Period”): (i) During the Benefit Period, BPLSC will pay Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of BPLSC pursuant to section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee). These payments will commence on BPLSC’s first payroll date after the Termination Date and will continue until the end of the Benefit Period. (ii) On each date on which a payment is made under subsection (i) above, BPLSC will pay Employee an additional tax gross-up amount equal to the federal, state and local income and payroll taxes, if any, that Employee incurs on the amount paid under subsection (i), and on the amount paid under this subsection (ii), on that date; provided, however, that for purposes of this subsection (ii), the aggregate tax rate for the federal, state and local income and payroll taxes above shall be assumed to be 25%. This gross up payment will be made with respect to each payment under subsection (i) and will cease when payments under subsection (i) cease. (c) If Employee incurs a Termination of Employment other than as described in Section 3(a), Employee shall receive no severance compensation under this Agreement, and this Agreement shall terminate; provided that the obligations of Employee under Sections 10, 11, 12, 22 and 23 shall continue in effect according to their terms. (d) In order for the Employee to resign for Good Reason as described in Section 3(a)(ii) above, the Employee must provide written notice of termination for Good Reason to BPLSC within 30 days after the event constituting Good Reason. BPLSC shall have a period of 30 days in which it may correct the act or failure to act that constitutes the grounds for Good Reason as set forth in the Employee’s notice of termination. If BPLSC does not correct the act or failure to act, the Employee must terminate his or her employment for Good Reason within 30 days after the end of the cure period, in order for the termination to be considered a Good Reason termination.

Severance Compensation upon Termination. (a) Subject to the last sentence of this paragraph, Employee shall receive severance compensation as described below upon a Termination of Employment that is either: (i) initiated by BPLSC for any reason other than (x) Employee’s continuous illness, injury or incapacity for a period of six consecutive months or (y) for “Cause;” or (ii) initiated by Employee for “Good Reason” after a Change of Control has occurred upon one or more of the following occurrences, subject to subsection (c) below: (A) any material failure of BPLSC to comply with and satisfy any of the terms of this Agreement; (B) any significant reduction by BPLSC of the authority, duties, reporting responsibilities or job responsibilities of Employee; (C) any removal by BPLSC of Employee from the employment grade or officer positions which Employee holds as of the date hereof except in connection with promotions to higher office, or any elimination of Employee from eligibility to participate in, or any exclusion of Employee from participation in, in employee benefit plans or policies, policies except to the extent such elimination or exclusion is changes applicable to Buckeye GP’s named all executive officers level employees as a group; (D) any reduction or diminution in Employee’s Annual Base Compensation base compensation amount or any reduction in Employee’s Annual Target Bonus Opportunity (unless such reduction in Annual Target Bonus Opportunity is made in connection with similar reductions in the annual bonus opportunities of Buckeye GP’s named executive officers as a group)opportunity; or (E) a transfer of Employee, without his express written consent, to a location that is more than 100 miles from Houston, Texashis principal place of business immediately preceding the Change of Control. In the event of a Termination of Employment described above, and subject to the last sentence of this paragraph, BPLSC shall pay to Employee, within fifteen days after the Termination Date, an amount in cash, payable in a lump sum, equal to twice Employee’s Annual Base Compensation plus Employee’s Annual Target Bonus Opportunity for such yearCompensation. Notwithstanding the foregoing, no such payment shall be made unless Employee executes, and does not revoke, a written release, substantially in the form attached hereto as Annex 1 (the “Release”), of any and all claims against the Partnerships, BPLSC and all related parties with respect to all matters arising out of Employee’s employment by BPLSC (other than any entitlements under the terms of this Agreement or under any other plans or programs of BPLSC in which Employee participated and under which Employee has accrued or become entitled to a benefit) or the termination thereof. (b) In the event a severance payment is made under paragraph (a) above, BPLSC will provide Employee with the following payments for a period of 12 months from the Termination Date; provided, however, that this obligation shall cease upon Employee’s obtaining new employment that provides Employee with eligibility for medical benefits without a pre-existing condition limitation (such period is referred to as the “Benefit Period”): (i) During the Benefit Period, BPLSC will pay Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of BPLSC pursuant to section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee. These payments will commence on BPLSC’s first payroll date after the Termination Date and will continue until the end of the Benefit Period. (ii) On each date on which a payment is made under subsection (i) above, BPLSC will pay Employee an additional tax gross-up amount equal to the federal, state and local income and payroll taxes, if any, that Employee incurs on the amount paid under subsection (i), and on the amount paid under this subsection (ii), on that date; provided, however, that for purposes of this subsection (ii), the aggregate tax rate for the federal, state and local income and payroll taxes above shall be assumed to be 25%. This gross up payment will be made with respect to each payment under subsection (i) and will cease when payments under subsection (i) cease. (c) If Employee incurs a Termination of Employment other than as described in Section 3(a), Employee shall receive no severance compensation under this Agreement, and this Agreement shall terminate; provided that the obligations of Employee under Sections 10, 11, 12, 22 13, 24 and 23 25 shall continue in effect according to their terms. (d) In order for the Employee to resign for Good Reason as described in Section 3(a)(ii) above, the Employee must provide written notice of termination for Good Reason to BPLSC within 30 days after the event constituting Good Reason. BPLSC shall have a period of 30 days in which it may correct the act or failure to act that constitutes the grounds for Good Reason as set forth in the Employee’s notice of termination. If BPLSC does not correct the act or failure to act, the Employee must terminate his or her employment for Good Reason within 30 days after the end of the cure period, in order for the termination to be considered a Good Reason termination.

Severance Compensation upon Termination. (a) Subject to the last sentence of this paragraph, Employee shall receive severance compensation as described below upon a Termination of Employment that is either: (i) initiated by BPLSC for any reason other than (x) Employee’s continuous illness, injury or incapacity for a period of six consecutive months or (y) for “Cause;” or (ii) initiated by Employee for “Good Reason” upon one or more of the following occurrences, subject to subsection (cd) below: (A) any material failure of BPLSC to comply with and satisfy any of the terms of this Agreement; (B) any significant reduction by BPLSC or its successor or successors (whether direct or indirect, by purchase, merger, consolidation or otherwise) of the authority, duties, or responsibilities of Employee, including in connection with a sale or transfer of equity, property, or other assets of BPLSC by which BPLSC becomes a subsidiary or division of another company; (C) any elimination of Employee from eligibility to participate in, or any exclusion of Employee from participation in, material or significant employee benefit plans or policies, except to the extent such other than an across-the-board elimination or exclusion that is applicable to Buckeye GP’s named executive officers as a groupall similarly-situated employees; (D) any material reduction in Employee’s Annual Base Compensation or any material reduction in Employee’s Annual Target Bonus Opportunity (unless such reduction in Annual Target Bonus Opportunity is made in connection with similar reductions in the bonus opportunities of Buckeye GP’s named executive officers as a group); or; (E) a transfer of Employee, without his express written consent, to a location that is more than 100 miles from HoustonEmployee’s primary work location as it existed on the date of this Agreement, Texasexcept for required travel substantially consistent with the Employee’s present business obligations. In the event of a Termination of Employment described above, and subject to the last sentence of this paragraph, BPLSC shall pay to Employee, within fifteen sixty days after the Termination Date, an amount in cash, payable in a lump sum, equal to Employee’s Annual Base Compensation plus Employee’s Annual Target Bonus Opportunity for such year. Notwithstanding the foregoing, no such payment shall be made unless Employee executes, and does not revoke, a written release, substantially in the form attached hereto as Annex 1 (the “Release”), of any and all claims against the PartnershipsBPL Entities, BPLSC and all related parties with respect to all matters arising out of Employee’s employment by BPLSC (other than any entitlements under the terms of this Agreement or under any other plans or programs of BPLSC in which Employee participated and under which Employee has accrued or become entitled to a benefit) or the termination thereof. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of Employee’s execution of the Release, directly or indirectly, result in Employee designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. (b) In the event a severance payment is made under paragraph (a) above, BPLSC will provide pay Employee with a monthly payment on the following payments first payroll date of each month equal to 125% of the COBRA cost of continued health and dental coverage under health and dental plans of BPLSC pursuant to section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of 12 months from the Termination Date; provided, however, that this obligation shall cease upon Employee’s obtaining new employment that provides Employee with eligibility for medical benefits without a pre-existing condition limitation (such period is referred to as the “Benefit Period”): (i) During the Benefit Period, BPLSC will pay Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of BPLSC pursuant to section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee). These payments will commence on BPLSC’s first payroll date after the Termination Date and will continue until the end of the Benefit Period. (ii) On each date on which a payment is made under subsection (i) above, BPLSC will pay Employee an additional tax gross-up amount equal to the federal, state and local income and payroll taxes, if any, that Employee incurs on the amount paid under subsection (i), and on the amount paid under this subsection (ii), on that date; provided, however, that for purposes of this subsection (ii), the aggregate tax rate for the federal, state and local income and payroll taxes above shall be assumed to be 25%. This gross up payment will be made with respect to each payment under subsection (i) and will cease when payments under subsection (i) cease. (c) If Employee incurs a Termination of Employment other than as described in Section 3(a), Employee shall receive no severance compensation under this Agreement, and this Agreement shall terminate; provided that the obligations of Employee under Sections 10, 11, 12, 22 and 23 shall continue in effect according to their terms. (d) In order for the Employee to resign for Good Reason as described in Section 3(a)(ii) above, the Employee must provide written notice of termination for Good Reason to BPLSC within 30 days after the event constituting Good Reason. BPLSC shall have a period of 30 days in which it may correct the act or failure to act that constitutes the grounds for Good Reason as set forth in the Employee’s notice of termination. If BPLSC does not correct the act or failure to act, the Employee must terminate his or her employment for Good Reason within 30 days after the end of the cure period, in order for the termination to be considered a Good Reason termination.

Severance Compensation upon Termination. (a) Subject to the last sentence of this paragraph, Employee shall receive severance compensation as described below upon a the Termination of Employment Employee that is either: (i) initiated by BPLSC the Company within one year of the date hereof for any reason other than (x) Employee’s continuous illness, injury or incapacity for a period of six consecutive months or (y) for “Cause;” or (ii) initiated by Employee for “Good Reason” after a Change of Control has occurred upon one or more of the following occurrences, subject to subsection (c) below: (A) any material failure of BPLSC the Company to comply with and satisfy any of the terms of this Agreement; (B) any significant reduction by BPLSC the Company of the authority, duties, reporting responsibilities or job responsibilities of Employee; (C) any removal by the Company of Employee from the employment grade or officer positions which Employee holds as of the date hereof except in connection with promotions to higher office, or any elimination of Employee from eligibility to participate in, or any exclusion of Employee from participation in, in employee benefit plans or policies, policies except to the extent such elimination or exclusion is changes applicable to Buckeye GP’s named all executive officers level employees as a group; (D) any reduction or diminution in Employee’s Annual Base Compensation base compensation amount or any reduction in Employee’s Annual Target Bonus Opportunity (unless such reduction in Annual Target Bonus Opportunity is made in connection with similar reductions in the annual bonus opportunities of Buckeye GP’s named executive officers as a group)opportunity; or (E) a transfer of Employee, without his express written consent, to a location that is more than 100 miles from Houston, Texas. In his principal place of business immediately preceding the event Change of a Termination of Employment described above, and subject to Control the last sentence of this paragraph, BPLSC Company shall pay to Employee, within fifteen days after the Termination Date, an amount in cash, payable in a lump sum, equal to (x) Employee’s Annual Base Compensation plus in the case of a Termination under Section 3(a)(i), and (y) twice Employee’s Annual Target Bonus Opportunity for such yearBase Compensation in the case of a Termination under Section 3(a)(2). Notwithstanding the foregoing, no such payment shall be made unless Employee executes, and does not revoke, a written release, substantially in the form attached hereto as Annex 1 (the “Release”), of any and all claims against the Partnerships, BPLSC Company and all related parties with respect to all matters arising out of Employee’s employment by BPLSC the Company (other than any entitlements under the terms of this Agreement or under any other plans or programs of BPLSC the Company in which Employee participated and under which Employee has accrued or become entitled to a benefit) or the termination thereof. (b) In the event a severance payment is made under paragraph (a) above, BPLSC will provide Employee with the following payments for a period of 12 twelve (12) months from shall be entitled to continued coverage under the medical and dental benefits plans and policies of the BPL Entities at the same level of coverage (and required employee contributions, if any) as Employee was receiving at the time of his Termination Date, subject to the BPL Entities’ rights to make changes to such plan and employee contributions for all of its executive level employees generally and further subject to the BPL Entities’ rights to provide Employee with cash, on a tax equivalent basis, such that Employee is able to purchase comparable coverage on his own; provided, however, that this obligation shall cease upon Employee’s obtaining new employment that provides Employee with eligibility for medical benefits without a pre-existing condition limitation (limitation; and, provided, further, that such period is referred to extended coverage shall be in addition to, and not as the “Benefit Period”): (i) During the Benefit Perioda substitute for, BPLSC will pay Employee a monthly payment on the first payroll date of each month equal to the Employee’s COBRA cost of continued health and dental coverage under health and dental plans of BPLSC pursuant to section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee. These payments will commence on BPLSC’s first payroll date after the Termination Date and will continue until rights which shall apply at the end of the Benefit Periodsuch extended coverage. (ii) On each date on which a payment is made under subsection (i) above, BPLSC will pay Employee an additional tax gross-up amount equal to the federal, state and local income and payroll taxes, if any, that Employee incurs on the amount paid under subsection (i), and on the amount paid under this subsection (ii), on that date; provided, however, that for purposes of this subsection (ii), the aggregate tax rate for the federal, state and local income and payroll taxes above shall be assumed to be 25%. This gross up payment will be made with respect to each payment under subsection (i) and will cease when payments under subsection (i) cease. (c) If Employee incurs a Termination of Employment other than as described in Section 3(a), Employee shall receive no severance compensation under this Agreement, and this Agreement shall terminate; provided that the obligations of Employee under Sections 10, 11, 12, 22 and 23 shall continue in effect according to their terms. (d) In order for the Employee to resign for Good Reason as described in Section 3(a)(ii) above, the Employee must provide written notice of termination for Good Reason to BPLSC within 30 days after the event constituting Good Reason. BPLSC shall have a period of 30 days in which it may correct the act or failure to act that constitutes the grounds for Good Reason as set forth in the Employee’s notice of termination. If BPLSC does not correct the act or failure to act, the Employee must terminate his or her employment for Good Reason within 30 days after the end of the cure period, in order for the termination to be considered a Good Reason termination.