Common use of Termination Payments Clause in Contracts

Termination Payments. In the event Employee's employment is terminated under this Agreement prior to the expiration of the Term pursuant Section 3.2.1(b), Section 3.2.2(a) or Section 3.2.3, the Employer shall pay to the Employee as severance pay and liquidated damages a lump sum amount equal to the product of (a) Average Monthly Compensation multiplied by (b) the number of months (including partial months) from the effective date of the termination through the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. In the event Employee's employment this Agreement is terminated under this Agreement prior by the -------------------- Employer pursuant to the expiration of the Term pursuant Section 3.2.1(b), Section ) or by the Employee pursuant to Sections 3.2.2(a) or Section 3.2.3, then commencing with the first payroll date immediately following the effective date of such termination, the Employer shall will pay to the Employee as severance pay and liquidated damages a lump sum an amount equal to the product of Average Monthly Compensation (as defined below) for a period equal to the remaining Term. Any amounts payable pursuant to this Section 3.7 will be paid at the same frequency as the Employee's then Base Salary (as defined in Section 4.1(a)) is paid. As used herein, the term "Average Monthly Compensation" means the quotient determined by dividing (a) Average Monthly Compensation multiplied by the greater of (b1) the Employee's then current Base Salary, or (2) the average of Base Salary and incentive bonus as described in Section 4.1(b) with respect to the most recent three (3) consecutive twelve-month periods during which the Employee was employed by the Employer (or if the Employer has been employed for fewer periods, such lesser number of months (including partial monthsperiods) from immediately prior to the effective date of the Agreement's termination through that produced the then unexpired portion of the Term orhighest average, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term by (or, if greater, for a period of b) twelve months following the effective date of the termination (the "Severance Period"12), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of provisions to this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," ", as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. In the event Employee's employment this Agreement is terminated under this Agreement prior by -------------------- the Employers pursuant to the expiration of the Term pursuant Section 3.2.1(b), Section ) or by the Employee pursuant to Sections 3.2.2(a) or Section 3.2.3, then commencing with the Employer shall first payroll date immediately following the effective date of such termination, the Employers will pay to the Employee as severance pay and liquidated damages a lump sum an amount equal to the product of Average Monthly Compensation (as defined below) for a period equal to the remaining Term. Any amounts payable pursuant to this Section 3.7 will be paid at the same frequency as the Employee's then Base Salary (as defined in Section 4.1(a)) is paid. As used herein, the term "Average Monthly Compensation" means the quotient determined by dividing (a) Average Monthly Compensation multiplied by the greater of (bi) the Employee's then Base Salary, or (ii) the highest average of Base Salary and Incentive Compensation as described in Section 4.1(b) occurring in the most recent three (3) consecutive twelve-month periods during which the Employee was employed by the Employers (or if the Employers has been employed for fewer periods, such lesser number of months (including partial monthsperiods) from immediately prior to the effective date of the termination through the then unexpired portion of the Term orAgreement's termination, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term by (or, if greater, for a period of b) twelve months following the effective date of the termination (the "Severance Period"12), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of provisions to this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer Employers (the "Total Payments") would constitute a "parachute payment," ", as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless (x) the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (by) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. In the event Employee's employment is --------------------- terminated under this Agreement prior to the expiration of the Term pursuant Section 3.2.1(b), Section 3.2.2(a) or Section 3.2.3, the Employer shall pay to the Employee as severance pay and liquidated damages a lump sum amount equal to the product of (a) Average Monthly Compensation multiplied by (b) the number of months (including partial months) from the effective date of the termination through the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. In the event Employee's employment and only in the event this Agreement is terminated under this Agreement prior by the Employer pursuant to the expiration of the Term pursuant Section 3.2.1(b), ) or by the Employee pursuant to Section 3.2.2(a) or Section 3.2.3and a Change in Control has not occurred, then commencing with the first payroll date immediately following the effective date of such termination, the Employer shall will pay to the Employee as severance pay and liquidated damages a lump sum an amount equal to the product of (a) Average Monthly Compensation multiplied then current Base Salary plus all benefits then received by (b) the number of months (including partial months) from the effective date of the termination through the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, Employee for a period of twelve months equal to the remaining Term plus any Incentive Compensation that may have accrued in the calendar year in which Employee was terminated In the event and only in the event this Agreement is terminated by the Employer pursuant to Section 3.1 and a Change in Control has not occurred, then commencing with the first payroll date immediately following the effective date of the termination (the "Severance Period")such termination, the Employer shall continue will pay to provide the Employee the benefits described in Section 4.6 as severance pay and Section 4.8 and shall pay liquidated damages an amount equal to what would be the fifty percent (50%) of Employee's cost of COBRA health continuation coverage Base Salary for the immediately preceding 12 month period payable, at the option of Employee, either in a lump sum or in six (6) equal monthly installments. Employer will also provide to Employee benefits substantially similar to those received by Employee prior to the effective date of a termination under Section 3.1 for six (6) months after the effective date of such termination. In the event and eligible dependents for only in the greater of the Severance Period or the period during which the Employee event a Change in Control has occurred and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of this Agreement is terminated by Employer or by Employee pursuant to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments3.2.3, the Employee shall be entitled to determine a lump sum payment equal to the sum of (a) to the excess of (i) 2.99 times Employee’s Average Annual Compensation over (ii) the aggregate present value, as determined for federal income tax purposes, of all other payments to the Employee in the nature of compensation that are treated for federal income tax purposes as contingent on the Change in Control plus (b) an annual bonus equal to the greater of target or actual bonus for the year in which employment terminates, pro-rated for the months elapsed in the annual bonus period at the time employment terminates and shall be paid such lump sum payment by Employer within 24 hours of the Total Paymentseffective date of termination of this Agreement. As used herein, the term "Average Annual Compensation" means the Employee’s average annual taxable compensation paid by the Employer during the most recent five (5) taxable years ending before the date the Change in Control occurs (or such portion of such period during which the Employee was employed by the Employer. In addition to the termination payments provided in this Section 3.7, in the event and only in the relative portions event a Change in Control has occurred and this Agreement is terminated by Employer or by Employee pursuant to Section 3.2.3: (a) all of each, are Employee’s stock awards shall immediately vest; (b) all of Employee’s unexercised stock options shall become immediately exercisable and (c) Employer shall continue Employee’s medical coverage for up to be reducedtwo years at the same level as available to employees of the Employer.

Termination Payments. In the event EmployeeExecutive's employment is terminated under this Agreement prior to the expiration of the Term pursuant to Section 3.2.1(b3.3.1(b), Section 3.2.2(a3.3.2(a) or Section 3.2.33.3.3, the Employer Company shall pay to the Employee Executive as severance pay and liquidated damages a lump sum amount equal to the product of the (a) Average Monthly Compensation multiplied by (b) the number of months twenty-four (including partial months) from the effective date of the termination through the then unexpired portion of the Term or, if greater, twelve24). In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination termination) (the "Severance Period"), the Employer Company shall cause the Bank to continue to provide to the Employee Executive, to the extent practicable, the benefits described in Section 4.6 and Section 4.8 and 4.3; provided, however, that in lieu of providing health benefits, the Company shall pay the Executive an amount equal to what would be the Employee's cost of COBRA health continuation coverage for that would be charged by the Employee Bank to a former employee and eligible dependents for the greater of the Severance Period or the period during which the Employee Executive and those his eligible dependents are entitled to COBRA health continuation coverage from the EmployerBank. To the extent the Company determines that the continuation of any other benefits by the Bank is not practicable, the Company shall pay the Executive an amount equal to what would have been the Bank's cost of providing the coverage for such benefits during the Severance Period to the Executive and his eligible dependents if the coverage could have been continued. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee Executive has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee Executive shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee Executive (after taking into account all federal, state and local income taxes payable by the Employee Executive and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee Executive (the "Excise Taxes")) if the Employee Executive were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee Executive (after taking into account all federal, state and local income taxes payable by the EmployeeExecutive) if the Employee Executive were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee Executive shall be entitled only to the Reduced Payments. If the Employee Executive is to receive the Reduced Payments, the Employee Executive shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. Except as otherwise provided herein, if the Executive’s employment is terminated by thirty (30) days’ prior written notice pursuant to Section 1 hereof or pursuant to Section 5, the Executive’s Base Compensation and other benefits (it being understood that no Target Bonus shall be payable), if any, shall terminate at the end of the month during which such termination occurs. • Upon termination of the Executive’s employment without Cause or by reason of the Employers’ delivering written notice not to renew the Term, or upon the Executive’s termination of his employment for Good Reason, the Employers shall be obligated, in lieu of any other remedies available to the Executive, to pay the Executive (i) his then current Base Compensation until the eighteen month anniversary of the Termination Date and (ii) a pro rata portion of the annual bonus for the full year of termination based on the actual performance of the Employers for the full year of termination and the number of days the Executive was employed in such year (payable at such times as annual bonuses are paid to the Employers’ executives generally) (the “Termination Payment”); provided, however, that payment of the Termination Payment is conditioned on (x) the Executive’s execution of a release in favor of the Employers and their affiliates in a form satisfactory to the Employers and (y) the Executive’s compliance with the Non-Competition Agreement attached hereto as Exhibit C (the “Non-Competition Agreement”). The Termination Payment is payable under this Section 6(b) in accordance with the payroll practices of the Employers. • In the event Employee's employment is terminated under this Agreement prior to the expiration of a termination of the Term Executive’s employment pursuant to Section 3.2.1(b), Section 3.2.2(a5(b) as a result of his death or Section 3.2.3disability, the Employer Employers shall pay to the Employee Executive, his estate or legal representative, as severance pay and liquidated damages a lump sum amount equal the case may be, all amounts accrued to the product of (a) Average Monthly Compensation multiplied by (b) the number of months (including partial months) from the effective date of termination and payable to the Executive hereunder and under any other bonus, incentive or other plan. • Any termination through the then unexpired portion of the Term orshall not adversely affect or alter the Executive’s rights under any employee benefit plan of any Employer in which the Executive, if greater, twelve. In addition, from at the effective date of termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. • If the termination through the then unexpired portion Executive is a “specified employee” for purposes of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) 409A of the Internal Revenue CodeCode of 1986, as amended (the "Code")amended, the Employee shall receive the Total Payments unless the (a) after-tax amount that would any payments required to be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under made pursuant to this Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being 6 which are subject to Excise Taxes (Section 409A shall not commence until six months from the "Reduced Termination Date, with the first payment equaling the first six months of Termination Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. In the event Employee's employment this Agreement is terminated under this Agreement prior by the Employer pursuant to the expiration of the Term pursuant Section 3.2.1(b), ) or by the Employee pursuant to Section 3.2.2(a) or Section 3.2.3and a Change in Control has not occurred, then commencing with the first payroll date immediately following the effective date of such termination, the Employer shall will pay to the Employee as severance pay and liquidated damages a lump sum an amount equal to the product Average Annual Compensation (as defined below) for a period equal to the remaining Term. In the event a Change in Control has occurred or in anticipation thereof and this Agreement is terminated by Employer or by Employee pursuant to Section 3.2.3, the Employee shall be entitled to a lump sum payment equal to the excess of (a) a)2.99 times his Average Monthly Annual Compensation multiplied by over (b) the number aggregate present value, as determined for federal income tax purposes, of months (including partial months) from all other payments to the Employee in the nature of compensation that are treated for federal income tax purposes as contingent on the Change in Control, and shall be paid such lump sum payment by Employer within 24 hours of the effective date of the termination through the then unexpired portion of the Term or, if greater, twelvethis Agreement. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period")As used herein, the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be term "Average Annual Compensation" means the Employee's cost average annual taxable compensation paid by the Employer during the most recent five (5) taxable years ending before the date the Change in Control occurs (or such portion of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the such period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from was employed by the Employer. Notwithstanding any other provision of provisions to this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser an aggregate value less than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. In the event Employee's employment is terminated under this Agreement prior AMCE will be entitled to the expiration of the Term pursuant Section 3.2.1(b), Section 3.2.2(a) or Section 3.2.3, the Employer shall pay to the Employee as severance pay and liquidated damages a lump sum amount equal to the product of (a) Average Monthly Compensation multiplied by (b) the number of months (including partial months) payment from the effective date GCX Debtors' estates of the a termination through the then unexpired portion fee of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination $2.5 million (the "Severance PeriodTermination Fee") and reimbursement of reasonable and documented out-of-pocket expenses incurred in connection with AMCE's efforts to acquire the GCX Assets and Business, the Term Sheet, the Support Agreements, the Plan and the Proposed Transaction, including the reasonable fees and expenses of AMCE's professionals (the "Expense Reimbursement"), such Expense Reimbursement not to exceed $750,000 (the Employer Termination Fee and the Expense Reimbursement being collectively the "Termination Payments"), if: (A) GCX seeks approval of, or the Court approves, any agreement with a third party for the sale of all or any part of the business or assets of GCX; (B) the Plan is not confirmed because GCX seeks confirmation of, or the Court confirms, a chapter 11 plan other than the Plan; (C) (1) AMCE does not terminate this Letter pursuant to clauses (i)-(iv) inclusive of Section 3(d), and (2) an order of the Court confirming the Plan is not entered on or before May 1, 2002 or does not become a final, nonappealable order on or before May 15, 2002, or if the Effective Date does not occur on or before June 1, 2002; or (D) AMCE terminates this Letter under subparagraph (i) above (other than pursuant to clauses (i)-(iv) inclusive of Section 3(d)); in each case other than due to AMCE's breach of its obligations under this Letter, the Agreement or the Support Agreements. Notwithstanding anything in this Letter to the contrary, AMCE shall continue not be entitled to provide the Employee the benefits described in Section 4.6 and Section 4.8 (and shall pay an amount equal to what would be promptly return the Employee's cost of COBRA health continuation coverage for Termination Payments if previously received by AMCE) if the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the EmployerPlan is consummated. Notwithstanding any other provision of Furthermore, notwithstanding anything in this Agreement Letter to the contrary, if the aggregate event giving rise to the Termination Payments is a result of GCX's intentional and material breach of this Letter, the IOA or the Agreement, the Termination Fee shall be $5 million instead of $2.5 million and the Expense Reimbursement shall not be limited to $750,000, such additional amounts representing the parties reasonable and good faith estimate of the payments provided for in this Agreement and liquidated damages accruing to AMCE as the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute result of such a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained breach by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedGCX.

Termination Payments. In If the event EmployeeExecutive's employment is terminated under with the Company terminates or the Initial Term or any Additional Term expires, the Company's, its subsidiaries' and its affiliates' sole obligation hereunder, except as otherwise provided in this Agreement Section 6, shall be to pay the Executive (a) any accrued and unpaid Base Salary as of the Termination Date and (b) an amount equal to such reasonable and necessary business expenses incurred by the Executive in connection with the Executive's employment on behalf of the Company on or prior to the expiration of the Term pursuant Section 3.2.1(b), Section 3.2.2(a) or Section 3.2.3, the Employer shall pay Termination Date but not previously paid to the Employee as severance pay and liquidated damages a lump sum amount equal to Executive (the product of (a) Average Monthly Compensation multiplied by (b) the number of months (including partial months) from the effective date of the termination through the then unexpired portion of the Term or, if greater, twelve"Accrued Compensation"). In addition, from if the effective Executive's employment with the Company terminates pursuant to either Section 5(c) or Section 5(d) hereof, or if the Company elects not to extend the Initial Term or any Additional Term for any reason other than Cause (each, a "Severance Event"), the Company's, its subsidiaries' and its affiliates' sole obligation hereunder shall be to (a) pay the Accrued Compensation, (b) continue to pay the Executive the Base Salary (at the rate in effect at the time of termination of employment) for a period of twelve months, commencing with the first of the month following the month in which termination takes place, (c) pay the Executive 100% of the average Management Incentive Plan compensation (or successor thereto) paid or payable to him for the three completed fiscal years immediately prior to the date of such termination (including the year of termination through if the then unexpired portion Termination Date occurs on the last day of a fiscal year) (the Term "MIP Severance"), (or, if greater, d) continue to provide the Executive with the benefits described in Section 4 of this Agreement for a period of twelve months following after the effective date of such termination and (e) pay up to $25,000 for outplacement assistance on behalf of the termination Executive in the form of professional consultation and administrative assistance during the twelve months after the date of such termination, in the latter case, subject to the Company's approval which may not be unreasonably withheld. All monies due under (the "Severance Period"b), the Employer shall continue to provide the Employee the benefits described in Section 4.6 (c) and Section 4.8 and shall pay (d) above will be reduced by an amount equal equivalent to what would be the Employee's cost of COBRA health continuation coverage for the Employee any and eligible dependents for the greater of the Severance Period all compensation, in whatever form received or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of this Agreement promised, that is paid to the contrary, executive for services or advice of any kind provided to another organization or individual during the twelve month period following termination. The executive recognizes and agrees to promptly and accurately report all such compensation to the company. The Company shall have no obligation to the Executive for any payments or benefits other than the Accrued Compensation if the aggregate of Executive (i) elects not to extend the payments provided Initial Term or any Additional Term or (ii) terminates his employment with the Company other than for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedGood Reason.

Termination Payments. In the event Employee's employment and only in the event this Agreement is terminated under this Agreement prior by the Employer pursuant to the expiration of the Term pursuant Section 3.2.1(b), by the Employee pursuant to Section 3.2.2(a) and a Change in Control has not occurred or Section 3.2.3upon the death of the Employee, immediately following the effective date of such termination or death and continuing thereafter on the normal payroll dates of Employer, the Employer shall will pay to the Employee or his personal representative as severance pay and liquidated damages an amount equal to the then current Base Salary plus all benefits then received by Employee for a period equal to the remaining Term plus any Incentive Compensation that may have accrued in the calendar year in which Employee was terminated. In the event and only in the event this Agreement is not renewed by the Employer pursuant to Section 3.1 and a Change in Control has not occurred, then commencing with the first payroll date immediately following the end of the Term, the Employer will pay to the Employee as severance pay and liquidated damages an amount equal to fifty percent (50%) of Employee's Base Salary for the immediately preceding 12 month period payable, at the option of Employee, either in a lump sum amount or in six (6) equal monthly installments. Employer will also provide to the product of (a) Average Monthly Compensation multiplied Employee benefits substantially similar to those received by (b) the number of months (including partial months) from Employee prior to the effective date of the a termination through the then unexpired portion of the Term or, if greater, twelve. In addition, from under Section 3.1 for six (6) months after the effective date of such termination. In the termination through event and only in the then unexpired portion of the Term (or, if greater, for event a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described Change in Section 4.6 Control has occurred and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of this Agreement is terminated by Employer or by Employee pursuant to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments3.2.3, the Employee shall be entitled to determine a lump sum payment equal to the sum of (a) to the excess of (i) 2.99 times Employee’s Average Annual Compensation over (ii) the aggregate present value, as determined for federal income tax purposes, of all other payments to the Employee in the nature of compensation that are treated for federal income tax purposes as contingent on the Change in Control plus (b) an annual bonus equal to the greater of target or actual bonus for the year in which employment terminates, pro-rated for the months elapsed in the annual bonus period at the time employment terminates and shall be paid such lump sum payment by Employer within ten (10) days of the Total Paymentseffective date of termination of this Agreement. As used herein, the term “Average Annual Compensation” means the Employee’s average annual taxable compensation paid by the Employer during the most recent five (5) taxable years ending before the date the Change in Control occurs (or such portion of such period during which the Employee was employed by the Employer. In addition to the termination payments provided in this Section 3.7, in the event and only in the relative portions event a Change in Control has occurred and this Agreement is terminated by Employer or by Employee pursuant to Section 3.2.3: (a) all of each, are Employee’s stock awards shall immediately vest; (b) all of Employee’s unexercised stock options shall become immediately exercisable and (c) Employer shall continue Employee’s medical coverage for up to be reducedtwo years at the same level as available to employees of the Employer.

Termination Payments. In the event Employeethat during the term of this Agreement (A) Executive's employment is terminated under by the Company other than pursuant to paragraph 5(a) or 5(c), (B) Executive's employment is terminated by Executive pursuant to paragraph 5(b), or (C) the Company elects not to renew this Agreement prior to the expiration of the Term pursuant in accordance with Section 3.2.1(b1(e), Section 3.2.2(a) or Section 3.2.3, then the Employer Company shall pay to the Employee Executive as severance pay and liquidated damages a lump sum an amount equal to the product of (a) Average Monthly Compensation multiplied by (b) the number of months (including partial months) from the effective date of the termination through the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance PeriodPayment") equal to (W) any accrued bonus (with any partial fiscal year to be payable on a pro rata basis), less standard withholdings for tax and social security purposes, payable upon such date or over such period of time which is in accordance with the Employer shall continue to provide applicable bonus plan, plus (X) if Executive's employment is terminated during the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay Initial Term, an amount equal to what would be the EmployeeExecutive's cost of COBRA health continuation coverage Base Salary and any bonus for the Employee remainder of the Initial Term as if Executive were employed for such period, less standard withholdings for tax and eligible dependents social security purposes, and payable, in the case of Base Salary, in equal monthly payments over the remainder of the Initial Term and, in the case of bonus, in accordance with the applicable bonus plan, plus (Y) twenty-four (24) months of Executive's Base Salary at the time of termination or expiration, less standard withholdings for tax and social security purposes, payable in equal monthly payments over the twenty-four (24) month period commencing as of the later of the Termination Date (or expiration of this Agreement upon non-renewal) and the end of the Initial Period, plus (Z) an additional 12 months of bonus credited as if Executive were employed for the greater 12 month period immediately following the later of the Termination Date (or expiration of this Agreement upon non-renewal) and the end of the Initial Term (with any partial fiscal year to be payable on a pro rata basis), less standard withholdings for tax and social security purposes, payable upon such date or over such period of time which is in accordance with the applicable bonus plan. Notwithstanding the foregoing sentence, beginning on the date 12 months following the later of the Termination Date (or expiration of this Agreement upon non-renewal) and the end of the Initial Term, the Company may discontinue payment of the Base Salary portion of the Severance Period Payment upon or the period during which the Employee at any time following Executive's acceptance of new employment with another employer. Executive agrees to use his best efforts to locate new employment following any termination of his employment hereunder, and those eligible dependents are entitled further agrees to COBRA health continuation coverage from the Employer. Notwithstanding promptly provide written notice of any other provision of this Agreement such new employment to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedCompany.

Termination Payments. In the event Employee's employment this Agreement is terminated under this Agreement prior by the -------------------- Employers pursuant to the expiration of the Term pursuant Section 3.2.1(b), Section ) or by the Employee pursuant to Sections 3.2.2(a) or Section 3.2.3, then commencing with the Employer shall first payroll date immediately following the effective date of such termination, the Employers will pay to the Employee as severance pay and liquidated damages a lump sum an amount equal to the product of Average Monthly Compensation (as defined below) for a period equal to the remaining Term. Any amounts payable pursuant to this Section 3.7 will be paid at the same frequency as the Employee's then Base Salary (as defined in Section 4.1(a)) is paid. As used herein, the term "Average Monthly Compensation" means the quotient determined by dividing (a) Average Monthly Compensation multiplied by the greater of (bi) the Employee's then Base Salary, or (ii) the highest average of Base Salary and Incentive Compensation as described in Section 4.1(b) occurring in the most recent three (3) consecutive twelve-month periods during which the Employee was employed by the Employers (or if the Employers has been employed for fewer periods, such lesser number of months (including partial monthsperiods) from immediately prior to the effective date of the termination through the then unexpired portion of the Term orAgreement's termination, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term by (or, if greater, for a period of b) twelve months following the effective date of the termination (the "Severance Period"12), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of provisions to this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer Employers (the "Total Payments") would constitute a "parachute payment," ", as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless (x) the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (by) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. In the event EmployeeExecutive's employment is terminated under this Agreement prior to the expiration of the Term pursuant to Section 3.2.1(b3.3.1(b), Section 3.2.2(a3.3.2(a) or Section 3.2.33.3.3, the Employer Company shall pay to the Employee Executive as severance pay and liquidated damages a lump sum amount equal to the product of the (a) Average Monthly Compensation multiplied by (b) the number of months thirty-six (including partial months) from the effective date of the termination through the then unexpired portion of the Term or, if greater, twelve36). In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination termination) (the "Severance Period"), the Employer Company shall cause the Bank to continue to provide to the Employee Executive, to the extent practicable, the benefits described in Section 4.6 and Section 4.8 and 4.3; provided, however, that in lieu of providing health benefits, the Company shall pay the Executive an amount equal to what would be the Employee's cost of COBRA health continuation coverage for that would be charged by the Employee Bank to a former employee and eligible dependents for the greater of the Severance Period or the period during which the Employee Executive and those his eligible dependents are entitled to COBRA health continuation coverage from the EmployerBank. To the extent the Company determines that the continuation of any other benefits by the Bank is not practicable, the Company shall pay the Executive an amount equal to what would have been the Bank's cost of providing the coverage for such benefits during the Severance Period to the Executive and his eligible dependents if the coverage could have been continued. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee Executive has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee Executive shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee Executive (after taking into account all federal, state and local income taxes payable by the Employee Executive and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee Executive (the "Excise Taxes")) if the Employee Executive were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee Executive (after taking into account all federal, state and local income taxes payable by the EmployeeExecutive) if the Employee Executive were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee Executive shall be entitled only to the Reduced Payments. If the Employee Executive is to receive the Reduced Payments, the Employee Executive shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. In the event Employee's employment this Agreement is terminated under this Agreement prior by the Employer pursuant to the expiration of the Term pursuant Section 3.2.1(b), ) or by the Employee pursuant to Section 3.2.2(a) or Section 3.2.3and a Change in Control has not occurred, then commencing with the first payroll date immediately following the effective date of such termination, the Employer shall will pay to the Employee as severance pay and liquidated damages a lump sum an amount equal to the product Average Annual Compensation (as defined below) for a period equal to the remaining Term. In the event a Change in Control has occurred or in anticipation thereof and this Agreement is terminated by Employer or by Employee pursuant to Section 3.2.3, the Employee shall be entitled to a lump sum payment equal to the excess of (a) 2.99 times his Average Monthly Annual Compensation multiplied by over (b) the number aggregate present value, as determined for federal income tax purposes, of months (including partial months) from all other payments to the Employee in the nature of compensation that are treated for federal income tax purposes as contingent on the Change in Control, and shall be paid such lump sum payment by Employer within 24 hours of the effective date of the termination through the then unexpired portion of the Term or, if greater, twelvethis Agreement. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period")As used herein, the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be term "Average Annual Compensation" means the Employee's cost average annual taxable compensation paid by the Employer during the most recent five (5) taxable years ending before the date the Change in Control occurs (or such portion of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the such period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from was employed by the Employer. Notwithstanding any other provision of provisions to this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser an aggregate value less than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. In (a) If on any Transfer Date following the event Employee's employment is terminated under this termination of the Derivative Agreement prior pursuant to the expiration terms thereof there is a termination payment payable by the Issuer to the Derivative Counterparty pursuant to Section 6 of the Term pursuant Section 3.2.1(b), Section 3.2.2(a) or Section 3.2.3Derivative Agreement, the Employer shall Issuer will pay to the Employee as severance pay and liquidated damages a lump sum Derivative Counterparty from MBNAseries Available Funds (after giving effect to Sections 3.01(a) through (f) of the Indenture Supplement) for such Transfer Date an amount equal not to exceed the lesser of (i) the product of (ax) Average the amount of MBNAseries Available Funds remaining for application pursuant to Section 3.01(g) of the Indenture Supplement times (y) a fraction, the numerator of which is the Nominal Liquidation Amount of the Class B(2002-1) Notes as of the close of business on the last day of the preceding Monthly Compensation multiplied Period and the denominator of which is the Nominal Liquidation Amount of all tranches of Notes as of the close of business on the last day of the preceding Monthly Period and (ii) the amount of such termination payment payable by the Issuer to the Derivative Counterparty, less any amounts paid to the Derivative Counterparty pursuant to Section 2.11(d) of this Terms Document. (b) Any termination payment owed to the number of months (including partial months) from the effective date Derivative Counterparty pursuant to Section 6 of the termination through the then unexpired portion Derivative Agreement shall be made first from any amounts available pursuant to Section 2.11(d) of the Term orthis Terms Document and, if greater, twelve. In addition, from such termination payment owed exceeds the effective date of amounts available pursuant to the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision 2.11(d) of this Agreement Terms Document, then from any amounts available pursuant to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(22.12(a) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Paymentsthis Terms Document. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.[END OF ARTICLE II] ARTICLE III

Termination Payments. In the event the Employee's ’s employment is terminated under this Agreement prior to the expiration of the Term pursuant Section 3.2.1(b), Section 3.2.2(a) or Section 3.2.3, the Employer shall pay to the Employee as severance pay and liquidated damages a lump sum amount equal to the product of (a) Average Monthly Compensation multiplied by (b) the number of months (including partial months) from the effective date of the termination through the then unexpired un-expired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired un-expired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "“Severance Period"”), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's ’s cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "“Total Payments"”) would constitute a "“parachute payment," ” as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "“Code"”), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "“Excise Taxes"”)) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "“Reduced Payments"”), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. In the event Employee's employment this Agreement is terminated under this Agreement prior by the Employer pursuant to the expiration of the Term pursuant Section 3.2.1(b), ) or by the Employee pursuant to Section 3.2.2(a) or Section 3.2.3and a Change in Control has not occurred, then commencing with the first payroll date immediately following the effective date of such termination, the Employer shall will pay to the Employee as severance pay and liquidated damages a lump sum an amount equal to the product Average Annual Compensation (as defined below) for a period equal to the remaining Term. In the event a Change in Control has occurred or in anticipation thereof and this Agreement is terminated by Employer or by Employee pursuant to Section 3.2.3, the Employee shall be entitled to a lump sum payment equal to 2.99 times his average annual compensation and shall be paid such lump sum payment by Employer within 24 hours of the effective date of termination of this Agreement as used herein, the term "Average Annual Compensation" means the greater of (a) Average Monthly Compensation multiplied by (b1) the Employee's Base Salary for the prior year, or (2) the average of Base Salary and incentive bonus as described in Section 4.1(b) with respect to the most recent three (3) consecutive twelve-month periods during which the Employee was employed by the Employer (or if the Employer has been employed for fewer periods, such lesser number of months (including partial monthsperiods) from immediately prior to the effective date of the Agreement's termination through that produced the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employerhighest average. Notwithstanding any other provision of provisions to this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser an aggregate value less than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. In the event the Employee's employment is --------------------- terminated under this Agreement prior to the expiration of the Term pursuant Section 3.2.1(b), Section 3.2.2(a) or Section 3.2.3, the Employer shall pay to the Employee as severance pay and liquidated damages a lump sum amount equal to the product of (a) Average Monthly Compensation multiplied by (b) the number of months (including partial months) from the effective date of the termination through the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. In the event Employee's employment and only in the event this Agreement is terminated under this Agreement prior by the Employer pursuant to the expiration of the Term pursuant Section 3.2.1(b), ) or by the Employee pursuant to Section 3.2.2(a) or Section 3.2.3and a Change in Control has not occurred, immediately following the effective date of such termination, and continuing thereafter on the normal payroll dates of Employer, the Employer shall will pay to the Employee as severance pay and liquidated damages a lump sum an amount equal to the product then current Base Salary plus all benefits then received by Employee for a period equal to the remaining Term plus any Incentive Compensation that may have accrued in the calendar year in which Employee was terminated. Additionally in such event, all of Employee’s stock awards and stock options shall immediately vest. In the event and only in the event this Agreement is terminated by the Employer pursuant to Section 3.1 and a Change in Control has not occurred, then commencing with the first payroll date immediately following, the Employer will pay to the Employee as severance pay and liquidated damages an amount equal to fifty percent (a50%) Average Monthly Compensation multiplied of Employee's Base Salary for the immediately preceding 12 month period payable, at the option of Employee, either in a lump sum or in six (6) equal monthly installments. Employer will also provide to Employee benefits substantially similar to those received by (b) the number of months (including partial months) from Employee prior to the effective date of the a termination through the then unexpired portion of the Term or, if greater, twelve. In addition, from under Section 3.1 for six (6) months after the effective date of such termination. In the termination through event and only in the then unexpired portion of the Term (or, if greater, for event a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described Change in Section 4.6 Control has occurred and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of this Agreement is terminated by Employer or by Employee pursuant to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments3.2.3, the Employee shall be entitled to determine a lump sum payment equal to the sum of (a) to the excess of (i) 2.99 times Employee’s Average Annual Compensation over (ii) the aggregate present value, as determined for federal income tax purposes, of all other payments to the Employee in the nature of compensation that are treated for federal income tax purposes as contingent on the Change in Control plus (b) an annual bonus equal to the greater of target or actual bonus for the year in which employment terminates, pro-rated for the months elapsed in the annual bonus period at the time employment terminates and shall be paid such lump sum payment by Employer within ten (10) days of the Total Paymentseffective date of termination of this Agreement. As used herein, the term “Average Annual Compensation” means the Employee’s average annual taxable compensation paid by the Employer during the most recent five (5) taxable years ending before the date the Change in Control occurs (or such portion of such period during which the Employee was employed by the Employer. In addition to the termination payments provided in this Section 3.7, in the event and only in the relative portions event a Change in Control has occurred and this Agreement is terminated by Employer or by Employee pursuant to Section 3.2.3: (a) all of each, are Employee’s stock awards shall immediately vest; (b) all of Employee’s unexercised stock options shall become immediately exercisable and (c) Employer shall continue Employee’s medical coverage for up to be reducedtwo years at the same level as available to employees of the Employer.

Termination Payments. In the event Employee's employment this Agreement is terminated under this Agreement prior by the Employer pursuant to the expiration of the Term pursuant Section 3.2.1(b), ) or by the Employee pursuant to Section 3.2.2(a) or Section 3.2.33.2.6 and a Change in Control has not occurred, then commencing with the first payroll date immediately following the effective date of such termination, the Employer shall will pay to the Employee as severance pay and liquidated damages a lump sum an amount equal to the product Average Annual Compensation (as defined below) for a period equal to the remaining Term. In the event a Change in Control has occurred or in anticipation thereof and this Agreement is terminated by Employer or by Employee pursuant to Section 3.2.3, the Employee shall be entitled to a lump sum payment equal to the excess of (a) 2.99 times his Average Monthly Annual Compensation multiplied by over (b) the number aggregate present value, as determined for federal income tax purposes, of months (including partial months) from all other payments to the Employee in the nature of compensation that are treated for federal income tax purposes as contingent on the Change in Control, and shall be paid such lump sum payment by Employer within 24 hours of the effective date of termination of this Agreement. As used herein, the termination through term "Average Annual Compensation" means the then unexpired Employee’s average annual taxable compensation paid by the Employer during the most recent five (5) taxable years ending before the date the Change in Control occurs (or such portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the such period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from was employed by the Employer. Notwithstanding any other provision of provisions to this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue CodeCode of 1986, as amended (the "“Code"”), the Employee shall receive the Total Payments unless the (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser an aggregate value less than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced. Also notwithstanding the foregoing, if Executive is a specified employee within the meaning of Section 409A of the Code, no amount payable under Section 3.7 shall be paid before the date that is six months after the effective date of termination of this Agreement, or, if earlier, the date of the Executive’s death, except to the extent that this Agreement may permit payments within that period without causing any amount payable pursuant to this Agreement to be included in the Executive’s gross income pursuant to Section 409A(a)(1)(A) of the Code prior to the year in which the payments are received by the Executive. Any payment deferred under this Section 3.7 shall be paid on the Employer’s first normal payroll date after the six-month date or the date of the Executive’s death, as applicable. The provisions of this Agreement providing for payments upon a termination of this Agreement are intended to specify a “separation from service” payment event within the meaning of Section 409A(a)(2)(A)(i) of the Code and the regulations thereunder, and shall be construed accordingly.

Termination Payments. In the event Employee's employment (a) If this Agreement is terminated under (i) by Sellers other than as permitted in this Agreement prior Agreement, or (ii) pursuant to the expiration Section 8.1(c)(iii) hereof, then Purchaser shall immediately and without obtaining a further order of the Term Bankruptcy Court have an allowed administrative expense priority claim pursuant Section 3.2.1(b), Section 3.2.2(ato Sections 503(b) or Section 3.2.3, and 507(a)(i) of the Employer shall pay to the Employee as severance pay and liquidated damages a lump sum Bankruptcy Code for an amount equal to the product entirety of (a) Average Monthly Compensation multiplied the Initial Deposit that will be paid by Seller to Purchaser immediately thereon. 48 (b) the number If this Agreement is terminated by Sellers other than as permitted in this Agreement, or pursuant to Section 8.1(b)(i), Section 8.1(c)(iii) or (iv) in circumstances which are directly attributable to a material default, breach, action or omission of months (including partial months) from the effective date any of the termination through the Sellers or Designated Entities, then unexpired portion of the Term orSellers, if greaterjointly and severally, twelve. In additionshall forthwith pay Purchaser, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall continue in cash as an administrative expense priority claim pursuant to provide the Employee the benefits described in Section 4.6 Sections 503(b) and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2507(a)(i) of the Internal Revenue CodeBankruptcy Code and without obtaining a further order of the Bankruptcy Court, an amount (not to exceed $2,000,000) on account of the reasonable costs and expenses (subject to certification by Purchaser with reasonable detail), including the fees of outside counsel and other external advisors, incurred by the Purchaser in negotiating and entering into this Agreement, which expenses shall include, for the avoidance of doubt, expenses incurred in connection with due diligence undertaken on the Acquired Business. (c) [INTENTIONALLY DELETED]. (d) If (i) this Agreement is terminated by Purchaser primarily as amended a result of the inability to satisfy the condition precedent to Closing set forth in Sections 3.1(c), 3.1(e) (to the extent that such event relates to competition law) or 3.1(f) (limited to judgments, orders or decrees relating to competition law) hereof (the "Code"“HSR Condition”), (ii) the Employee Closing shall receive not have occurred on or before the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 Outside Date primarily as a result of the Code that would be payable inability to satisfy the HSR Condition, (iii) Purchaser terminates this Agreement other than as permitted by this Agreement, (iv) Purchaser fails to close the Employee purchase when it is obligated to do so under the terms of this Agreement, or (the "Excise Taxes")v) if the Employee were Sellers terminate this Agreement due to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were Purchaser’s material breach pursuant to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"Section 8.1(d)(i), then, in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Paymentseach case, the Employee Sellers shall be entitled to determine which receive the Second Deposit, and Purchaser and Sellers shall immediately give written notice to the Escrow Agent under the Second Securities Account Agreement providing instructions for the payment of the Total PaymentsSecond Deposit to Sellers pursuant to Section 3(i) of the Second Securities Account Agreement, subject to any rights pursuant to Section 7.11 hereof. Payment of the Second Deposit, together with Sellers’ right to exercise the WSOD/EJV Put Option, StockVal Put Option and Bridge Trading Put Option, shall constitute full discharge of any liability of Purchaser to Sellers pursuant to this Agreement, if any of the events described in this Section 8.2(d) shall occur on or before July 2, 2001. If this Agreement is terminated by Purchaser or Sellers otherwise than as provided in the first sentence of this Section 8.2(d), then Purchaser shall be entitled to receive the Second Deposit, and Purchaser and Sellers shall immediately give written notice to the relative portions Escrow Agent under the Second Securities Account Agreement providing instructions for the payment of each, are the Second Deposit to be reduced.Purchaser pursuant to Section 3(i) of the Second Securities Account Agreement. (e) [INTENTIONALLY DELETED]. 8.3

Termination Payments. In the event the Employee's employment is terminated under this Agreement prior to the expiration of the Term pursuant Section 3.2.1(b), Section 3.2.2(a) or Section 3.2.3, the Employer shall pay to the Employee as severance pay and liquidated damages a lump sum amount equal to the product of (a) Average Monthly Compensation multiplied by (b) the number of months (including partial months) from the effective date of the termination through the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. In the event the Employee's employment is terminated under this Agreement prior to the expiration of the Term pursuant Section 3.2.1(b), Section 3.2.2(a) or Section 3.2.3, the Employer shall pay to the Employee as severance pay and liquidated damages a lump sum amount equal to the product of (a) Average Monthly Compensation multiplied by (b) the number of months (including partial months) from the effective date of the termination through the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. In the event the Employee's employment is terminated pursuant to Section 3.2.3, in addition to the termination payments described in this paragraph, the Employer shall continue to provide the Employee with the benefit described in Section 4.9 hereof for the Severance Period. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.Reduced

Termination Payments. In the event Employee's employment is terminated under this Agreement prior AMCE will be entitled to the expiration of the Term pursuant Section 3.2.1(b), Section 3.2.2(a) or Section 3.2.3, the Employer shall pay to the Employee as severance pay and liquidated damages a lump sum amount equal to the product of (a) Average Monthly Compensation multiplied by (b) the number of months (including partial months) payment from the effective date GCX Debtors' estates of the a termination through the then unexpired portion fee of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination $2.5 million (the "Severance PeriodTERMINATION FEE") and reimbursement of reasonable and documented out-of-pocket expenses incurred in connection with AMCE's efforts to acquire the GCX Assets and Business, the Term Sheet, the Support Agreements, the Plan and the Proposed Transaction, including the reasonable fees and expenses of AMCE's professionals (the "EXPENSE REIMBURSEMENT"), such Expense Reimbursement not to exceed $750,000 (the Employer Termination Fee and the Expense Reimbursement being collectively the "TERMINATION PAYMENTS"), if: (A) GCX seeks approval of, or the Court approves, any agreement with a third party for the sale of all or any part of the business or assets of GCX; (B) the Plan is not confirmed because GCX seeks confirmation of, or the Court confirms, a chapter 11 plan other than the Plan; (C) (1) AMCE does not terminate this Letter pursuant to <*>Section 3(c) or to clauses (i)-(iv) inclusive of Section 3(d), and (2) an order of the Court confirming the Plan is not entered on or before May 1, 2002 or does not become a final, nonappealable order on or before May 15, 2002, or if the Effective Date does not occur on or before June 1, 2002; or (D) AMCE terminates this Letter under subparagraph (i) above (other than pursuant to <*>Section 3(c) or to clauses (i)-(iv) inclusive of Section 3(d)); in each case other than due to AMCE's breach of its obligations under this Letter, the Agreement or the Support Agreements. Notwithstanding anything in this Letter to the contrary, AMCE shall continue not be entitled to provide the Employee the benefits described in Section 4.6 and Section 4.8 (and shall pay an amount equal to what would be promptly return the Employee's cost of COBRA health continuation coverage for Termination Payments if previously received by AMCE) if the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the EmployerPlan is consummated. Notwithstanding any other provision of Furthermore, notwithstanding anything in this Agreement Letter to the contrary, if the aggregate event giving rise to the Termination Payments is a result of the payments provided for in GCX's intentional and material breach of this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code")Letter, the Employee shall receive IOA or the Total Payments unless Agreement, <#>the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee Termination Fee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee $5 million instead of $2.5 million and <*>then (x) AMCE shall be entitled to determine recover from the GCX Debtors' estates the amount by which AMCE's damages arising from such breach (excluding from the calculation of such damages any amounts included in the Expense Reimbursement) exceed the Termination Fee, provided that the additional amount payable to AMCE pursuant to this clause (x) shall not exceed an additional $2.5 million; and (y) the Expense Reimbursement shall not be limited to $750,000<#>, such additional amounts representing the parties reasonable BLACKLINED TO SHOW CHANGES TO DECEMBER 6, 2001 EXECUTION COPY and good faith estimate of the Total Payments, and liquidated damages accruing to AMCE as the relative portions result of each, are to be reducedsuch a breach by GCX.

Termination Payments. In If the event EmployeeExecutive's employment is terminated under with the -------------------- Company terminates or the Initial Term or any Additional Term expires, the Company's, its subsidiaries' and its affiliates' sole obligation hereunder, except as otherwise provided in this Agreement Section 6, shall be to pay the Executive (a) any accrued and unpaid Base Salary as of the Termination Date and (b) an amount equal to such reasonable and necessary business expenses incurred by the Executive in connection with the Executive's employment on behalf of the Company on or prior to the expiration of the Term pursuant Section 3.2.1(b), Section 3.2.2(a) or Section 3.2.3, the Employer shall pay Termination Date but not previously paid to the Employee as severance pay and liquidated damages a lump sum amount equal to Executive (the product of (a) Average Monthly Compensation multiplied by (b) the number of months (including partial months) from the effective date of the termination through the then unexpired portion of the Term or, if greater, twelve"Accrued Compensation"). In addition, from if the effective date -------------------- Executive's employment with the Company terminates pursuant to either Section 5(c) or Section 5(d) hereof, or if the Company elects not to extend the ------------ ------------ Initial Term or any Additional Term for any reason other than Cause (each, a "Severance Event"), the Company's, its subsidiaries' and its affiliates' sole ----------------- obligation hereunder shall be to (a) pay the Accrued Compensation, (b) continue to pay the Executive the Base Salary (at the rate in effect at the time of the termination through the then unexpired portion of the Term (or, if greater, employment) for a period of twelve months eighteen months, commencing with the first of the month following the effective month in which termination takes place, (c) pay the Executive 150% of the average Management Incentive Plan compensation (or successor thereto) paid or payable to him for the three completed fiscal years immediately prior to the date of such termination (including the year of termination if the Termination Date occurs on the last day of a fiscal year) (the "Severance PeriodMIP Severance"), the Employer shall (d) continue to provide the Employee Executive with the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision 4 of this Agreement for a period of eighteen months after the date of such termination and (e) pay up to $25,000 for outplacement assistance on behalf of the Executive in the form of professional consultation and administrative assistance during the eighteen months after the date of such termination, in the latter case, subject to the contrary, Company's approval which may not be unreasonably withheld. The Company shall have no obligation to the Executive for any payments or benefits other than the Accrued Compensation if the aggregate of Executive (i) elects not to extend the payments provided Initial Term or any Additional Term or (ii) terminates his employment with the Company other than for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedGood Reason.