Common use of Termination Payments/Benefits Clause in Contracts

Termination Payments/Benefits. In the event (x) that Employee is terminated under Paragraph 8(b) above, or (y) Employee elects to resign Employee’s employment because of a reduction in Employee’s Salary or Base Bonus level, other than as a result of termination for Cause or as a result of Employee’s permanent disability, (subparagraphs (c)(x) and (c)(y) are each referred to herein as a “Change Event”), notwithstanding anything to the contrary contained in any other document or agreement (including the ECPB) Employee will receive, less applicable withholding and deductions, and conditioned on Employee’s execution of a General Release and Waiver of Claims substantially in the form attached hereto as an Addendum: (i) Employee’s Salary as in effect on the date of the Change Event through the date of the Change Event; (ii) Employee’s Salary, as in effect on the date of the Change Event, for the greater of (x) 12 months or (y) the balance of the Term, payable to Employee on a bi-weekly basis, or otherwise in accordance in accordance with SCU’s payroll practices as they may exist from time to time; (iii) Employee’s Base Bonus for the calendar year in which such Change Event occurred (not pro-rated), payable by the end of the first quarter of the following year. (iv) Current Deferred Bonus compensation, calculated by multiplying the sum of Base Bonus payments earned by Employee through the date of the Change Event and multiplying the sum by 50%. This amount will then be divided into two equal payments and distributed pursuant to the timeline provided in the ECBP. (v) Additional Deferred Bonus compensation (i.e. based on Base Bonus payments earned by Employee), distributed pursuant to the timelines contained in such plans. (vi) vesting and (if applicable) payment or distribution of shares or other equity or equity-related awards under the LTIP and in any other applicable incentive programs in accordance with their regulations. (vii) medical and dental insurance coverage provided under COBRA at no cost to Employee (except as hereafter described) pursuant to SCU’s then-current benefit plans for the greater of (x) 12 months or (y) the balance of the Term, or, if earlier, the date upon which Employee becomes eligible for medical and dental coverage from a third party; provided, that, during the period that SCU provides Employee with this coverage, an amount equal to the applicable COBRA premiums (or such other amount as may be required by law) will be included in Employee’s income for tax purposes to the extent required by law and SCU may withhold taxes from employee’s compensation for this purpose; and provided, further, that Employee may elect to continue medical and dental insurance under COBRA at Employee’s own expense for the balance, if any, of the period required by law; (viii) life insurance coverage for the greater of (x) 12 months or (y) the balance of the Term, pursuant to SCU’s then-current policy in the amount then furnished to SCU’s employees at no cost (the amount of such coverage will be reduced by the amount of life insurance coverage furnished to Employee at no cost by a third party employer). Group term life insurance taxes will be included in Employee’s income for tax purposes to the extent required by law and SCU may withhold taxes from Employee’s compensation for this purpose; and (ix) other payments, entitlements or benefits, if any, in accordance with applicable plans, programs, arrangements or other agreements.

Termination Payments/Benefits. In the event (x) that Employee is terminated under Paragraph 8(b) above, or (y) Employee elects to resign Employee’s employment because of a reduction in Employee’s Salary or Base Bonus level, other than as a result of termination for Cause or as a result of Employee’s permanent disability, (subparagraphs (c)(x) and (c)(y) are each referred to herein as a “Change Event”), notwithstanding anything to the contrary contained in any other document or agreement (including the ECPB) ), Employee will receive, less applicable withholding and deductions, and conditioned on Employee’s execution of a General Release and Waiver of Claims substantially in the form attached hereto as an Addendum: (i) Employee’s Salary as in effect on the date of the Change Event through the date of the Change Event; (ii) Employee’s Salary, as in effect on the date of the Change Event, for the greater of (x) 12 months or (y) the balance of the Term, payable to Employee on a bi-weekly basis, or otherwise in accordance in accordance with SCU’s payroll practices as they may exist from time to time; (iii) Employee’s Base Bonus for the calendar year in which such Change Event occurred (not pro-rated), payable by the end of the first quarter of the following year. (iv) Current Deferred Bonus compensation, calculated by multiplying the sum of Base Bonus payments earned by Employee through the date of the Change Event and multiplying the sum by 50%. This amount will then be divided into two equal payments and distributed pursuant to the timeline provided in the ECBP. (v) Additional Deferred Bonus compensation Compensation (i.e. based on Base Bonus payments earned by Employee), distributed pursuant to the timelines contained in such plans. (vi) vesting and (if applicable) payment or distribution of shares or other equity or equity-related awards under the LTIP and in any other applicable incentive programs in accordance with their regulations. (vii) medical and dental insurance coverage provided under COBRA at no cost to Employee (except as hereafter described) pursuant to SCU’s then-current benefit plans for the greater of (x) 12 months or (y) the balance of the Term, Term or, if earlier, the date upon which Employee becomes eligible for medical and dental coverage from a third party; provided, that, during the period that SCU provides Employee with this coverage, an amount equal to the applicable COBRA premiums (or such other amount as may be required by law) will be included in Employee’s income for tax purposes to the extent required by law and SCU may withhold taxes from employee’s compensation for this purpose; and provided, further, that Employee may elect to continue medical and dental insurance under COBRA at Employee’s own expense for the balance, if any, of the period required by law; (viii) life insurance coverage for the greater of (x) 12 months or (y) the balance of the Term, pursuant to SCU’s then-current policy in the amount then furnished to SCU’s employees at no cost (the amount of such coverage will be reduced by the amount of life insurance coverage furnished to Employee at no cost by a third party employer). Group term life insurance taxes will be included in Employee’s income for tax purposes to the extent required by law and SCU may withhold taxes from Employee’s compensation for this purpose; and (ix) other payments, entitlements or benefits, if any, in accordance with applicable plans, programs, arrangements or other agreements.

Termination Payments/Benefits. In the event (x) that Employee is terminated under Paragraph 8(b) above, or (y) Employee elects to resign Employee’s employment because of a reduction in Employee’s Salary or Base Bonus level, other than as a result of termination for Cause or as a result of Employee’s permanent disability, (subparagraphs (c)(x) and (c)(y) are each referred to herein as a “Change Event”), notwithstanding anything to the contrary contained in any other document or agreement (including the ECPB) ), Employee will receive, less applicable withholding and deductions, and conditioned on Employee’s execution of a General Release and Waiver of Claims substantially in the form attached hereto as an Addendum: (i) Employee’s Salary as in effect on the date of the Change Event through the date of the Change Event; (ii) Employee’s Salary, as in effect on the date of the Change Event, for the greater of (x) 12 months or (y) the balance of the Term, payable to Employee on a bi-weekly basis, or otherwise in accordance in accordance with SCU’s payroll practices as they may exist from time to time; (iii) Employee’s Base Bonus for the calendar year in which such Change Event occurred (not pro-rated), payable by the end of the first quarter of the following year.; (iv) Current Deferred Bonus compensation, calculated by multiplying the sum of Base Bonus payments earned by Employee through the date of the Change Event and multiplying the sum by 50%. This amount will then be divided into two equal payments and distributed pursuant to the timeline provided in the ECBP.; (v) Additional Deferred Bonus compensation Compensation (i.e. based on Base Bonus payments earned by Employee), distributed pursuant to the timelines contained in such plans.; (vi) vesting and (if applicable) payment or distribution of shares or other equity or equity-related awards under the LTIP and in any other applicable incentive programs in accordance with their regulations.; (vii) medical and dental insurance coverage provided under COBRA at no cost to Employee (except as hereafter described) pursuant to SCU’s then-current benefit plans for the greater of (x) 12 months or (y) the balance of the Term, Term or, if earlier, the date upon which Employee becomes eligible for medical and dental coverage from a third party; provided, that, during the period that SCU provides Employee with this coverage, an amount equal to the applicable COBRA premiums (or such other amount as may be required by law) will be included in Employee’s income for tax purposes to the extent required by law and SCU may withhold taxes from employee’s compensation for this purpose; and provided, further, that Employee may elect to continue medical and dental insurance under COBRA at Employee’s own expense for the balance, if any, of the period required by law; (viii) life insurance coverage for the greater of (x) 12 months or (y) the balance of the Term, pursuant to SCU’s then-current policy in the amount then furnished to SCU’s employees at no cost (the amount of such coverage will be reduced by the amount of life insurance coverage furnished to Employee at no cost by a third party employer). Group term life insurance taxes will be included in Employee’s income for tax purposes to the extent required by law and SCU may withhold taxes from Employee’s compensation for this purpose; and (ix) other payments, entitlements or benefits, if any, in accordance with applicable plans, programs, arrangements or other agreements.