Common use of Severance Payment and Other Consideration Clause in Contracts

Severance Payment and Other Consideration. In exchange for the release, promises and other consideration provided by Executive pursuant to this Agreement, the Company agrees as follows: (a) The Company agrees to make the following severance payments to Executive which, in the aggregate, amount to one and one-half (1.5) times his current Base Salary:: (i) an initial severance payment in the amount of Three Hundred Thousand Dollars ($300,000) shall be paid to Executive on March 14, 2012, on the condition that he signs and does not revoke the First Reaffirmation Agreement; and (ii) a subsequent severance payment in the amount of Four Hundred Eighty Thousand Dollars ($480,000) shall be paid to Executive no later than thirty (30) days after the Resignation Date, on the condition that he signs and does not revoke the Second Reaffirmation Agreement (these payments are collectively referred to herein as the “Severance Payments”). Required taxes and other appropriate withholdings shall be withheld from the Severance Payments. (b) If Executive properly elects continuation of health insurance benefits pursuant to COBRA, then from the Resignation Date until one (1) year thereafter, Executive will pay the same portion of such premiums as if Executive remained employed for such period and the Company shall be responsible for the remainder and thereafter Executive shall be responsible for paying 100% of such premiums; provided, however, that if Executive becomes reemployed with another employer and is eligible to receive health insurance benefits under another employer-provided plan, the payments by the Company described herein shall cease at such time. (c) In regard to Executive’s vested stock options, the Company agrees that Executive may exercise such options on the condition that he does so no later than the calendar date(s) that are specified in each applicable award agreement as the date(s) on which Executive’s right to exercise the options shall expire. By way of example, the stock options granted to Executive on March 11, 2008, shall be exercisable by him until March 11, 2018. (d) The Company acknowledges that during Executive’s employment with the Company, he was granted certain equity awards. Executive’s vested equity awards shall be exercisable pursuant to the terms of the applicable stock incentive plans and award agreements. Except for those equity awards set forth on the attached Exhibit C and which are designated in that exhibit as having vested (such designation is indicated by the notation “Yes” in the fifth column thereof), Executive acknowledges and agrees that he has no right to, and Executive waives any right to, any other equity awards, benefits, or payments under any stock incentive plan or agreement, and he agrees that any other equity awards terminate and are of no further force and effect as of the Effective Date of this Agreement. (e) In regard to any public filings made by the Company that relate to or discuss Executive, the Company shall obtain Executive’s consent to such filing before it is made, which consent shall not be unreasonably withheld or delayed by Executive, provided, however, that nothing herein shall override the Company’s duty to comply with the mandates of any law or regulation requiring the public filing. (f) The Company shall provide reasonable assistance to Executive, consistent with the Company’s past practices, in connection with the preparation and filing of Section 16 reports for such period of time as Executive remains subject to Section 16. (g) Subject to compliance with Rule 144, upon any transfer of Company stock by Executive, the Company agrees to provide reasonable assistance to Executive in regard to the removal of any restrictive legends or stop orders on the stock. (h) No payment or other consideration under this Section 5 shall be made or provided to Executive prior to the Effective Date of this Agreement. In paying the amount specified in this Section 5, the Company makes no representation as to the tax consequences or liability arising from said payment including, without limitation, under Section 409A of the Internal Revenue Code of 1986, as amended (“Code”). Moreover, the parties understand and agree that Executive’s tax consequences and/or liability arising from the payment to Executive shall be the sole responsibility of Executive. To this extent, Executive acknowledges and agrees that Executive will pay any and all income tax which may be determined to be due by him in connection with the payment described in this Section 5. Executive also agrees to indemnify the Company for any and all tax liability (including, but not limited to, fines, penalties, interest, and costs and expenses, including attorneys’ fees) incurred by him arising from or relating to the payment described in this Section 5 and/or imposed by the Internal Revenue Service, the State of Indiana, or any other taxing agency or tribunal as a result of Executive’s failure to timely pay Executive’s taxes on said payment or any portion thereof. The obligations assumed by the Company in this Section 5 reflect consideration provided to Executive over and above anything of value to which Executive already is entitled, and will be subject to all applicable taxes, withholdings, and deductions. Executive acknowledges and agrees that no other sums or amounts are or will be due or owing to him and expressly waives any rights or claims to additional sums, amounts, privileges, or benefits not expressly provided for in this Section 5, whether written, oral, express or implied.

Severance Payment and Other Consideration. In exchange for The Company will pay or provide to Employee the releasefollowing amounts and benefits in consideration of the agreements contained in Sections 3, promises 4, 5, 6 and other consideration provided by Executive pursuant to 7 of this Agreement, the Company agrees as follows:. (a) The Company agrees to make the following shall pay Employee severance payments to Executive which("Severance Payments") for a period of six (6) months from the Employment Termination Date (the "Severance Payment Period"), less applicable deductions for Federal and New York State income tax withholdings, FICA, and Medicare Tax. Severance payments shall be made on the normal payroll dates for the Company. The Company will include the above sum in the aggregate, amount Form W-2 Wage and Tax Statements which it will issue to one Employee for the 1997 and one-half (1.5) times his current Base Salary:: (i) an initial severance payment in the 1998 calendar years. The aggregate amount of Three Hundred Thousand Dollars Employee's Severance Payments shall be equal to Employee's current semi-annual salary ($300,000) shall be paid to Executive on March 14, 2012, on the condition that he signs and does not revoke the First Reaffirmation Agreement; and (ii) a subsequent severance payment in the amount of Four Hundred Eighty Thousand Dollars ($480,000) shall be paid to Executive no later than thirty (30) days after the Resignation Date, on the condition that he signs and does not revoke the Second Reaffirmation Agreement (these payments are collectively referred to herein as the “Severance Payments”62,500). Required taxes and other appropriate withholdings shall be withheld from the Severance Payments. (b) If Executive properly elects continuation Except as specifically provided in this Agreement, all employee benefits shall be discontinued as of health insurance benefits pursuant the Employment Termination Date and, except as specifically provided in this Agreement, Employee shall not be entitled to COBRA, then any other compensation bonuses or perquisites from the Resignation Date until one (1) year thereafter, Executive will pay the same portion of such premiums as if Executive remained employed for such period and the Company Company. Nothing contained in this Agreement shall be responsible for the remainder and thereafter Executive shall be responsible for paying 100% of such premiums; provided, however, that if Executive becomes reemployed with another employer and is eligible affect Employee's entitlement to receive health insurance benefits under another employer-provided planthe Company's 401(k) plan (the "Plan") based upon Employee's accrued service with the Company. For purposes of the Plan, Severance Payments will not be included in determining Employee's benefits under the payments by the Company described herein shall cease at such timePlan. (c) In regard to Executive’s vested stock options, the Company agrees that Executive may exercise such options on the condition that he does so no later than the calendar date(s) that are specified in each applicable award agreement as the date(s) on which Executive’s right to exercise the options shall expire. By way of example, the Employee heretofore has been granted stock options granted to Executive on March 11, 2008, shall be exercisable by him until March 11, 2018. (d) The Company acknowledges that during Executive’s employment with the Company, he was granted certain equity awards. Executive’s vested equity awards shall be exercisable pursuant to the terms of the applicable stock incentive plans and award agreements. Except for those equity awards as set forth on the attached Exhibit C and which are designated in that exhibit as having vested A (such designation is indicated by the notation “Yes” in the fifth column thereof"Options"), Executive acknowledges which by their terms will expire three months after the Employment Termination Date. Some of the Options have not fully vested. In consideration of Employee's agreement to provide consulting services as described in Section 3, to release the Company as described in Section 4, not to disclose confidential information as described in Section 5 and agrees that he has no right tonot to compete as described in Section 6, the Board of Directors of the Company will cause all unvested Options to immediately vest, and Executive waives shall extend the expiration date on the Options to allow Employee to exercise any right to, any other equity awards, benefits, or payments under any stock incentive plan all such Options at their set option prices anytime on or agreement, and he agrees that any other equity awards terminate and are of no further force and effect as before the last day of the Effective Date of this Agreement. Non-Competition Period (e) In regard to any public filings made by the Company that relate to or discuss Executiveas hereinafter defined), the Company shall obtain Executive’s consent to such filing before it is made, which consent shall not be unreasonably withheld or delayed by Executive, providedexcept, however, that nothing herein shall override no Option may be exercised after the Company’s duty expiration of ten (10) years from the Date of Grant of such Option. However, as the result of extending the period in which Employee may exercise the options, Employee acknowledges that the Company has advised him that the incentive stock options will become non-qualified stock options. There is no income recognition on the exercise of incentive stock options but, on the exercise of a non-qualified stock option, Employee would have to comply with recognize as taxable income in the mandates year of any law or regulation requiring exercise an amount equal to the public filing. (f) The Company shall provide reasonable assistance to Executive, consistent with difference between the Company’s past practices, in connection with the preparation and filing of Section 16 reports for such period of time as Executive remains subject to Section 16. (g) Subject to compliance with Rule 144, upon any transfer fair market value of Company stock by Executive, the Company agrees to provide reasonable assistance to Executive in regard to the removal of any restrictive legends or stop orders on the stockdate of exercise and the exercise price Employee pays. (h) No payment or other consideration under this Section 5 shall be made or provided to Executive prior to the Effective Date of this Agreement. In paying the amount specified in this Section 5, the Company makes no representation as to the tax consequences or liability arising from said payment including, without limitation, under Section 409A of the Internal Revenue Code of 1986, as amended (“Code”). Moreover, the parties understand and agree that Executive’s tax consequences and/or liability arising from the payment to Executive shall be the sole responsibility of Executive. To this extent, Executive acknowledges and agrees that Executive will pay any and all income tax which may be determined to be due by him in connection with the payment described in this Section 5. Executive also agrees to indemnify the Company for any and all tax liability (including, but not limited to, fines, penalties, interest, and costs and expenses, including attorneys’ fees) incurred by him arising from or relating to the payment described in this Section 5 and/or imposed by the Internal Revenue Service, the State of Indiana, or any other taxing agency or tribunal as a result of Executive’s failure to timely pay Executive’s taxes on said payment or any portion thereof. The obligations assumed by the Company in this Section 5 reflect consideration provided to Executive over and above anything of value to which Executive already is entitled, and will be subject to all applicable taxes, withholdings, and deductions. Executive acknowledges and agrees that no other sums or amounts are or will be due or owing to him and expressly waives any rights or claims to additional sums, amounts, privileges, or benefits not expressly provided for in this Section 5, whether written, oral, express or implied.

Severance Payment and Other Consideration. In exchange for As part of the releaseseverance package, promises if (A) Executive remains employed through December 30, 2007, (B) Executive signs this Agreement and other consideration provided this Agreement is not revoked by Executive pursuant by or before December 30, 2007, and (C) Executive delivers, fully executed by Executive and dated December 30, 2007 the Reaffirmation of Agreement, General Release and Covenant Not to Xxx attached as Exhibit A (the "Reaffirmation"), Xxxxx shall provide Executive with the following, all in consideration of the terms and conditions and releases contained in this Agreement, the Company agrees as follows: (a) The Company Xxxxx agrees to make the following severance payments to pay Executive which, in the aggregate, amount to one and one-half (1.5) times his current Base Salary:: (i) an initial severance a settlement payment in the amount gross sum of Three Hundred One Million Seventy Thousand and No/100 Dollars ($300,0001,070,000) shall (the "Settlement Payment"). Due to the involuntary separation from service under Section 409A, $450,000 will be paid in immediately available funds to Executive on January 2, 2008. $620,000 will be paid to Executive on March 14January 2, 20122009. Any Settlement Payment will be less all applicable payroll withholdings, including all state, local and federal taxes. The Settlement Payment shall be reported by Xxxxx on the condition that he signs and does not revoke the First Reaffirmation Agreement; and (ii) a subsequent severance payment in the amount of Four Hundred Eighty Thousand Dollars ($480,000) shall be paid to Executive no later than thirty (30) days after the Resignation Date, on the condition that he signs and does not revoke the Second Reaffirmation Agreement (these payments are collectively referred to herein as the “Severance Payments”). Required taxes and other appropriate withholdings shall be withheld from the Severance Paymentstax form. (b) If Xxxxx and Executive properly elects continuation of health insurance benefits acknowledge that Executive is permitted to participate, at Executive's cost, in the Xxxxx Financial Corporation Health Plan (the "Medical Plan") as a retiree pursuant to COBRAthe terms and conditions contained in the Medical Plan as of the Retirement Date. Xxxxx agrees to reimburse Executive for the difference between the cost of participation of Executive as a retiree in the Medical Plan less the current cost of participation of Executive (if a positive number) in the Medical Plan, then from the Resignation Date until one (1) year thereafter, Executive will pay using the same portion of such premiums as if plan choice and other options chosen by Executive remained employed for such period and the Company shall be responsible for the remainder and thereafter 2007 Medical Plan year, until such time that Executive shall be responsible for paying 100% of such premiums; provided, however, that if Executive becomes reemployed with another employer and is no longer eligible to receive health insurance benefits under another employer-provided plan, participate in the payments by the Company described herein shall cease at such time. (c) In regard to Executive’s vested stock options, the Company agrees that Executive may exercise such options on the condition that he does so no later than the calendar date(s) that are specified in each applicable award agreement as the date(s) on which Executive’s right to exercise the options shall expire. By way of example, the stock options granted to Executive on March 11, 2008, shall be exercisable by him until March 11, 2018. (d) The Company acknowledges that during Executive’s employment with the Company, he was granted certain equity awards. Executive’s vested equity awards shall be exercisable Medical Plan pursuant to the terms of the applicable stock incentive plans and award agreementsMedical Plan. Except for those equity awards set forth These reimbursement payments will be made on the attached Exhibit C 15th day of each month following satisfactory proof and which are designated in verification that exhibit as having vested (such designation Executive elected to continue retiree benefits under the Medical Plan, is indicated by the notation “Yes” a participant in the fifth column thereofMedical Plan and made the premium payment under the Medical Plan for which reimbursement is sought. Reimbursement of Executive shall not begin until the first day of the seventh month after the Retirement Date, and all amounts incurred by Executive from the Retirement Date until the first day of the seventh month after the Retirement Date shall be paid by Xxxxx on the first day of the seventh month after the Retirement Date. Xxxxx will issue Executive the appropriate tax document for the value of the payments as determined by Xxxxx. (c) For a period of twelve (12) months after the Retirement Date Xxxxx will provide for outplacement services for Executive by enrolling Executive as a participant in the Right Choice Executive Service Package from Right Management. In the event Executive chooses to receive all, or a portion of, the value of this service in cash, Executive shall notify Xxxxx in writing and Xxxxx shall make cash payment to Executive after adjusting such payment for the value of any payments made by Xxxxx for services to Executive from Right Management. Any cash payment delivered to Executive for this item will be made to Executive on January 2, 2009 and will satisfy in full Xxxxx'x obligations under this paragraph. Xxxxx will issue Executive the appropriate tax document for the value of the payments as determined by Xxxxx. (d) Xxxxx acknowledges that Xxxxx'x Compensation Committee has consented to the "retirement" of Executive under the terms of the Xxxxx Financial Corporation 1997 Stock Option Plan, as amended (the "1997 Plan"), and the Xxxxx Financial Corporation Amended and Restated 2001 Stock Plan, as amended (the "2001 Plan" and, collectively with the 1997 Plan, the "Plans"), and that, therefore, Executive shall be deemed retired under the Plans beginning on the Retirement Date. Executive acknowledges and agrees that he has no right toall restricted stock and options granted to the Executive under the Plans that are not vested, and that have not otherwise expired pursuant to 1997 Plan and 2001 Plan provisions, on the Retirement Date are forfeited and that only the restricted stock and nonqualified stock options which are vested on the Retirement Date under the Plans, all of which are set forth on Exhibit B attached hereto and made a part hereof, remain exercisable after the Retirement Date and are exercisable and expire in accordance with Exhibit B attached hereto and made a part hereof. (e) Notwithstanding anything contained herein to the contrary, Executive's rights under the Xxxxx Financial Corporation Amended and Restated Short Term Incentive Plan, the Medical Plan, the Xxxxx Financial Corporation Supplemental Executive waives any right to, any other equity awards, benefits, or payments under any stock incentive plan or agreementRetirement Plan for Executive, and he agrees that any other equity awards terminate the Xxxxx Financial Corporation Employees' Savings Plan shall be governed by the provisions set forth in such plans, as applicable, and are of no further force and effect as of the Effective Date of not this Agreement. (ef) In regard Xxxxx will continue to any public filings made reimburse Executive for the cost of financial planning services requested by Executive and provided by Xxxxx Union Advisory Services beginning on the Company that relate to or discuss Executive, Retirement Date and ending two years after the Company shall obtain Executive’s consent to such filing before it is made, which consent Retirement Date. Reimbursement of Executive shall not begin until the first day of the seventh month after the Retirement Date, and all amounts incurred by Executive from the Retirement Date until the first day of the seventh month after the Retirement Date shall be unreasonably withheld or delayed paid by Executive, provided, however, that nothing herein shall override Xxxxx on the Company’s duty to comply with first day of the mandates seventh month after the Retirement Date. Xxxxx will issue Executive the appropriate tax document for the value of any law or regulation requiring the public filing. (f) The Company shall provide reasonable assistance to Executive, consistent with the Company’s past practices, in connection with the preparation and filing of Section 16 reports for such period of time payments as Executive remains subject to Section 16determined by Xxxxx. (g) Subject to compliance with Rule 144, upon any transfer of Company stock by Executive, the Company agrees to provide reasonable assistance to Executive in regard to the removal of any restrictive legends or stop orders on the stock. (h) No payment or other consideration under this Section 5 Paragraph 3 shall be made or provided to Executive prior to until after the Effective Date effective date of this Agreement (as determined pursuant to this Agreement. In paying the amount specified in this Section 5, the Company makes no representation as to the tax consequences or liability arising from said payment including, without limitation, under Section 409A of the Internal Revenue Code of 1986, as amended (“Code”). Moreover, the parties understand and agree that Executive’s tax consequences and/or liability arising from the Each payment to Executive shall be the sole responsibility of mailed to Executive. To this extent, Executive acknowledges and agrees that Executive will pay any and all income tax which may be determined to be due by him 's address listed in connection with the payment described in this Section 5. Executive also agrees to indemnify the Company for any and all tax liability (including, but not limited to, fines, penalties, interest, and costs and expenses, including attorneys’ fees) incurred by him arising from or relating to the payment described in this Section 5 and/or imposed by the Internal Revenue Service, the State of Indiana, or any other taxing agency or tribunal as a result of Executive’s failure to timely pay Executive’s taxes on said payment or any portion thereof. The obligations assumed by the Company in this Section 5 reflect consideration provided to Executive over and above anything of value to which Executive already is entitled, and will be subject to all applicable taxes, withholdings, and deductions. Executive acknowledges and agrees that no other sums or amounts are or will be due or owing to him and expressly waives any rights or claims to additional sums, amounts, privileges, or benefits not expressly provided for in this Section 5, whether written, oral, express or impliedXxxxx'x records.

Severance Payment and Other Consideration. In exchange for Provided that Executive signs and executes the releaseGeneral Release of Claims attached hereto as Attachment A no earlier than the day following his Separation Date and further provided that Executive continues to abide by the terms of his Employment Agreement until the Separation Date, promises and other consideration provided by thereafter with respect to terms of his Employment Agreement that survive the termination thereof, VIA shall pay or provide Executive pursuant to this Agreement, the Company agrees as followsfollowing severance benefits: (a) The Company agrees to make the following severance payments to Executive which, in the aggregate, amount to one and one-half (1.5) times his current Base Salary:: (i) an initial severance payment in the amount Six months of Three Hundred Thousand Dollars Executive's base salary ($300,000) shall 175,000), less standard withholdings and deductions for federal, state, and local taxes as determined by VIA, to be paid to Executive on March 14, 2012, on the condition that he signs and does not revoke the First Reaffirmation Agreement; and (ii) a subsequent severance payment in the amount of Four Hundred Eighty Thousand Dollars ($480,000) shall be paid to Executive no later than thirty (30) days the date of the next regularly scheduled employee payroll after the Resignation Separation Date, on the condition that he signs and does not revoke the Second Reaffirmation Agreement (these payments are collectively referred to herein as the “Severance Payments”). Required taxes and other appropriate withholdings shall be withheld from the Severance Payments. (b) If Executive properly elects continuation of health insurance benefits pursuant to COBRA, then from the Resignation Date until one (1) year thereafter, Executive will pay the same portion of such premiums as if Executive remained employed for such period and the Company shall be responsible for the remainder and thereafter Executive shall be responsible for paying 100% of such premiums; provided, however, that if Executive becomes reemployed with another employer and is eligible to receive health insurance benefits under another employer-provided plan, the payments by the Company described herein shall cease at such time. (c) In regard Reimbursement of Executive's expenses to Executive’s vested stock optionsrelocate to the United States in accordance with the company's International Assignment Policy, provided that his move back to the Company agrees that Executive may exercise such options on United States occurs within six (6) months of the condition that he does so no later than the calendar date(s) that are specified in each applicable award agreement as the date(s) on which Executive’s right to exercise the options shall expire. By way of example, the stock options granted to Executive on March 11, 2008, shall be exercisable by him until March 11, 2018Separation Date. (d) The Company acknowledges that during Executive’s employment with Executive may continue to occupy his flat at Xxxxxxx Xxxx 00 (xxxx 0), X00 0XX Xxxxxx past the CompanySeparation Date and through July 15, he was granted certain equity awards. Executive’s vested equity awards shall be exercisable pursuant to the terms of the applicable stock incentive plans and award agreements. Except for those equity awards set forth 2003 on the attached Exhibit C same basis as through the date hereof, provided that the indemnification agreement between Executive and which are designated VIA, dated 23rd September 2002, will remain in that exhibit as having vested (such designation is indicated by the notation “Yes” in the fifth column thereof), Executive acknowledges and agrees that he has no right to, and Executive waives any right to, any other equity awards, benefits, or payments under any stock incentive plan or agreement, and he agrees that any other equity awards terminate and are of no further full force and effect as until July 15, 2003 or any date sooner he moves out of the Effective Date of this Agreementflat. (e) In regard Partial reimbursement of the costs to any public filings made by terminate his automobile lease agreement in accordance with the Company that relate following terms and conditions: Executive will use his reasonable best efforts to or discuss arrange another party to assume the lease agreement of Executive's automobile in the United Kingdom. If Executive is unsuccessful in these efforts, he will cooperate with and provide support to VIA for the negotiated termination of the lease agreement or, if necessary, the Company sale of the vehicle and the payment of the balance of the lease agreement charges, less the sale proceeds. The net costs of these efforts will be split as follows, taking into account the £2,000 Executive paid upfront for the lease as a part of his contribution: VIA will reimburse to Executive 80% of the net costs and Executive will be responsible for making full payment to the leasing company. Executive shall obtain Executive’s consent use his reasonable best efforts to such filing before it is madecause all arrangements for the car to be completed by June 30, which consent shall not be unreasonably withheld or delayed by Executive, provided, however, that nothing herein shall override the Company’s duty to comply with the mandates of any law or regulation requiring the public filing2003. (f) The Company shall provide reasonable assistance to ExecutiveIn accordance with VIA's International Assignment Policy, consistent with the Company’s past practices, in connection with VIA will pay for the preparation of Executive's federal and filing state income tax returns for the years 2002 and 2003 by PricewaterhouseCoopers. Executive and VIA agree to continue to abide by all conditions of Section 16 reports the International Assignment Policy, including the reimbursement of any shortfall in taxes paid by him during the relevant year or for such period of time any amounts owing to Executive under VIA's tax equalization policy as Executive remains subject to Section 16set forth in the International Assignment Policy and the Employment Agreement. (g) Subject to compliance VIA shall reimburse Executive for all business related expenses through the Separation Date, consistent with Rule 144VIA company policy. In addition, upon any transfer VIA shall reimburse Executive for the reasonable fees and expenses of Company stock by Executive, the Company agrees to provide reasonable assistance to Executive his counsel in regard to the removal of any restrictive legends or stop orders on the stock. (h) No payment or other consideration under this Section 5 shall be made or provided to Executive prior to the Effective Date of reviewing and negotiating this Agreement. In paying the amount specified in this Section 5, the Company makes no representation as to the tax consequences or liability arising from said payment including, without limitation, under Section 409A of the Internal Revenue Code of 1986, as amended (“Code”). Moreover, the parties understand and agree that Executive’s tax consequences and/or liability arising from the payment to Executive shall be the sole responsibility of Executive. To this extent, Executive acknowledges and agrees that Executive will pay any and all income tax which may be determined to be due by him in connection with the payment described in this Section 5. Executive also agrees to indemnify the Company for any and all tax liability (including, but not limited to, fines, penalties, interest, and costs and expenses, including attorneys’ fees) incurred by him arising from or relating to the payment described in this Section 5 and/or imposed by the Internal Revenue Service, the State of Indiana, or any other taxing agency or tribunal as a result of Executive’s failure to timely pay Executive’s taxes on said payment or any portion thereof. The obligations assumed by the Company in this Section 5 reflect consideration provided to Executive over and above anything of value to which Executive already is entitled, and will be subject to all applicable taxes, withholdings, and deductions. Executive acknowledges and agrees that no other sums or amounts are or will be due or owing to him and expressly waives any rights or claims to additional sums, amounts, privileges, or benefits not expressly provided for in this Section 5, whether written, oral, express or implied.

Severance Payment and Other Consideration. In exchange consideration for the release, promises and other consideration provided by Executive pursuant to this Agreement, the Company agrees as follows: (a) The Company agrees to make the following provide severance payments payment to Executive which, in the aggregate, amount to one and one-half (1.5) times his current Base Salary:: (i) an initial severance payment in the amount of Three Seven Hundred Thirteen Thousand and 00/100ths Dollars ($300,000713,000.00) shall be paid to Executive on March 14, 2012, on in a lump sum within 60 days of the condition that he signs and does not revoke the First Reaffirmation Agreement; and Departure Date (ii) a subsequent severance this payment in the amount of Four Hundred Eighty Thousand Dollars ($480,000) shall be paid to Executive no later than thirty (30) days after the Resignation Date, on the condition that he signs and does not revoke the Second Reaffirmation Agreement (these payments are collectively is referred to herein as the “Severance PaymentsPayment”). Required taxes and other appropriate withholdings shall be withheld from the Severance Payments. (b) If Executive properly elects continuation of health insurance benefits pursuant to COBRA, then from the Resignation Departure Date until one (1) year 12 months thereafter, Executive will pay the same portion of such premiums as if Executive remained employed for such period and the Company shall be responsible for the remainder and thereafter Executive shall be responsible for paying 100% of such premiums; provided, however, that if Executive becomes reemployed with another employer and is eligible to receive health insurance benefits under another employer-provided plan, the payments by the Company described herein shall cease at such time. (c) In regard to The Company acknowledges and agrees that Executive’s vested stock optionsparticipation in the Finish Line FY 17 Executive Officer Bonus Program (the “FY17 EOBP”) and the Finish Line FY 2015 Long Term Incentive Bonus Program (covering fiscal years 2015-2017) (the "FY 2015 LTIBP") shall be 100% and that Executive shall be paid such bonus payments, if any, as are determined by the Compensation Committee of the Board of Directors of the Company agrees that Executive may exercise pursuant to the terms of such options on plans and at the condition that he does so no later than time such bonus payments are made to the calendar date(s) that are specified in each applicable award agreement as the date(s) on which Executive’s right to exercise the options shall expire. By way of example, the stock options granted to Executive on March 11, 2008, shall be exercisable by him until March 11, 2018other executive officers. (d) The Company acknowledges that during Executive’s employment with the Company, he was granted certain equity awards. Executive’s vested (as of the Departure Date) equity awards (if any) shall be exercisable pursuant to the terms of the applicable stock incentive plans and award agreements. Except for those Notwithstanding the terms of the unvested equity awards, the Company agrees that the unvested equity and stock option awards set forth on Exhibit A shall vest as of the attached Exhibit C and which are designated Departure Date. (e) Except as otherwise set forth in that exhibit as having vested (such designation is indicated by the notation “Yes” in the fifth column thereof)this Section 3, Executive acknowledges and agrees that he has no right is not entitled to any payment or benefit under or pursuant to, and Executive hereby waives any right claims or rights with respect to, each and every plan, program or agreement in which Executive was or is a participant or party including, without limitation, any other equity awardspast, benefitspresent, or payments under any stock incentive future incentive, bonus, or equity award plan or agreementprogram, and he agrees that any other such equity awards terminate and are of no further force and effect as of the Effective Date of this Agreement. (ef) In regard Notwithstanding the foregoing, with respect to any public filings made by the Company that relate to or discuss Executivepayments and benefits described in this Section 3, the Company such payments and benefits shall obtain be conditioned on: (i) Executive’s consent compliance with this Agreement; and (ii) the execution and delivery by Executive of this Agreement (without revocation) within the period provided to such filing before it is made, which consent shall not be unreasonably withheld or delayed by Executive, provided, however, that nothing herein shall override the Company’s duty Executive to comply with the mandates of any law or regulation requiring the public filing. (f) The Company shall provide reasonable assistance to Executive, consistent with the Company’s past practices, in connection with the preparation and filing of Section 16 reports for such period of time as Executive remains subject to Section 16consider this Agreement. (g) Subject to compliance with Rule 144, upon any transfer of Company stock by Executive, the Company agrees to provide reasonable assistance to Executive in regard to the removal of any restrictive legends or stop orders on the stock. (h) No payment or other consideration under this Section 5 3 shall be made or provided to Executive prior to the Effective Date of this Agreement, and if this Agreement is not effective then no payment or other consideration shall be made or provided to Executive. In paying the amount specified in this Section 53, the Company makes no representation as to the tax consequences or liability arising from said payment including, without limitation, under Section 409A of the Internal Revenue Code of 1986, as amended (“Code”). Moreover, the parties understand and agree that Executive’s any tax consequences and/or liability arising from the payment to Executive shall be the sole responsibility of Executive. To this extent, Executive acknowledges and agrees that Executive will pay any and all income tax which may be determined to be due by him in connection with the any payment or benefit described in this Section 53. Executive also agrees to indemnify the Company for any and all tax liability (including, but not limited to, fines, penalties, interest, and costs and expenses, including attorneys’ fees) incurred by him arising from or relating to the payment described in this Section 5 3 and/or imposed by the Internal Revenue Service, the State of Indiana, or any other taxing agency or tribunal as a result of Executive’s failure to timely pay Executive’s taxes on said payment or any portion thereof. The payments and obligations assumed by the Company in this Section 5 3 reflect consideration provided to Executive over and above anything of value to which Executive already is entitled, and will be subject to all applicable taxes, withholdings, and deductions. The Company may deduct from any payment to Executive any applicable withholding. Executive acknowledges and agrees that the consideration and sums included in this Section 3 are the maximum sums ever to be due Executive from the Company and that no other sums or amounts are or will be due or owing to him and Executive expressly relinquishes and waives any rights or claims to additional sums, amounts, privileges, or benefits not expressly provided for in this Section 53, whether written, oral, express or implied.