Common use of Compensation and Benefits Upon Termination Clause in Contracts

Compensation and Benefits Upon Termination. Upon termination of the Executive's employment within 90 days prior to the Operative Date or within twenty-four (24) months following the Operative Date, unless such termination is because of the Executive's death, or by the Corporation for Cause or Disability or by the Executive other than for Good Reason, the Corporation shall pay or provide to the Executive the following: (i) The Corporation shall pay the Executive his full salary (whether such salary has been paid by the Corporation or by any of its subsidiaries) through the Date of Termination at the rate in effect at the time Notice of Termination is given and all other unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination under any plan or other arrangement of the Company, at the time such payments are due (and in any event within 90 days after the Separation from Service); (ii) The Corporation shall pay to the Executive an amount equal to 2.0 multiplied by the Executive's annualized cash compensation based upon the annual rate of pay for the prior taxable year (including any bonus compensation and adjusted for any increase that was expected to continue indefinitely), provided, however, that if any of such payment is or will be subject to the excise tax imposed by Section 4999 of the Code or any similar tax that may hereafter be imposed ("Excise Tax"), such payment shall be reduced to a smaller amount, even to zero, which smaller amount shall be the largest amount payable under this paragraph that would not be subject in whole or in part to the Excise Tax after considering all other payments to the Executive required to be considered under Sections 4999 or 280G of the Code. Such payment shall be referred to as the "Severance Payment." Payment of the Severance Payment shall be in accordance with the following terms: (A) The Severance Payment shall be made in a lump sum within 90 days after the Separation from Service and all payments hereunder shall be subject to standard payroll withholdings. (B) In the event that the Severance Payment is subsequently determined to be less than the amount actually paid hereunder, the Executive shall repay the excess to the Corporation at the time that the proper amount is finally determined, plus interest on the amount of such repayment at the Applicable Federal Rate. In the event that the Severance Payment is determined to exceed the amount actually paid hereunder, the Corporation shall pay the Executive such difference plus interest on the amount of such additional payment at the Applicable Federal Rate at the time that the amount of such difference is finally determined. (C) In the event that the amount of the Severance Payment exceeds or is less than the amount initially paid, such difference shall constitute a loan by the Corporation to {2298866-2, 103404-00000-01} the Executive, or by the Executive to the Corporation, as the case may be, payable on the fifth (5th) day after demand (together with interest at the Applicable Federal Rate). (D) The amount of any payment provided for in this Section 4 shall not be reduced, offset or subject to recovery by the Company or the Company's Successor by reason of any compensation earned by the Executive as the result of employment by another Corporation after the Date of Termination, or otherwise.

Compensation and Benefits Upon Termination. Upon termination of the Executive's employment within 90 days prior to the Operative Date or within twenty-four (24) months following the Operative Date, unless such termination is because of the Executive's death, or by the Corporation for Cause or Disability or by the Executive other than for Good Reason, the Corporation shall pay or provide to the Executive the following: (i) The Corporation shall pay the Executive his full salary (whether such salary has been paid by the Corporation or by any of its subsidiaries) through the Date of Termination at the rate in effect at the time Notice of Termination is given and all other {2298866-2, 103404-00000-01} unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination under any plan or other arrangement of the Company, at the time such payments are due (and in any event within 90 days after the Separation from Service); (ii) The Corporation shall pay to the Executive an amount equal to 2.0 multiplied by the Executive's annualized cash compensation based upon the annual rate of pay for the prior taxable year (including any bonus compensation and adjusted for any increase that was expected to continue indefinitely), provided, however, that if any of such payment is or will be subject to the excise tax imposed by Section 4999 of the Code or any similar tax that may hereafter be imposed ("Excise Tax"), such payment shall be reduced to a smaller amount, even to zero, which smaller amount shall be the largest amount payable under this paragraph that would not be subject in whole or in part to the Excise Tax after considering all other payments to the Executive required to be considered under Sections 4999 or 280G of the Code. Such payment shall be referred to as the "Severance Payment." Payment of the Severance Payment shall be in accordance with the following terms: (A) The Severance Payment shall be made in a lump sum within 90 days after the Separation from Service and all payments hereunder shall be subject to standard payroll withholdings. (B) In the event that the Severance Payment is subsequently determined to be less than the amount actually paid hereunder, the Executive shall repay the excess to the Corporation at the time that the proper amount is finally determined, plus interest on the amount of such repayment at the Applicable Federal Rate. In the event that the Severance Payment is determined to exceed the amount actually paid hereunder, the Corporation shall pay the Executive such difference plus interest on the amount of such additional payment at the Applicable Federal Rate at the time that the amount of such difference is finally determined. (C) In the event that the amount of the Severance Payment exceeds or is less than the amount initially paid, such difference shall constitute a loan by the Corporation to {2298866-2, 103404-00000-01} the Executive, or by the Executive to the Corporation, as the case may be, payable on the fifth (5th) day after demand (together with interest at the Applicable Federal Rate). (D) The amount of any payment provided for in this Section 4 shall not be reduced, offset or subject to recovery by the Company or the Company's Successor by reason of any compensation earned by the Executive as the result of employment by another Corporation after the Date of Termination, or otherwise. (ii) The Corporation shall also pay to the Executive all legal fees and related expenses incurred by the Executive in connection with this Agreement if the Executive prevails (including, without limitation, all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). (iii) The Corporation shall provide the Executive with reasonable outplacement services for up to 12 months following the Date of Termination of the Executive. {2298866-2, 103404-00000-01} (iv) The Executive shall not be eligible to receive any compensation or benefits provided in this Section 4 (other than payments under Section 4(i)) unless the Executive first executes a written release and agreement provided by the Corporation releasing the Corporation of any and all claims the Executive might have against the Corporation. (v) The Corporation shall maintain in full force and effect, for the Executive's continued benefit until the earlier of (A) the death of the Executive; (B) the Executive's commencement of full-time employment with a new employer; or (C) within 90 days prior to the Operative Date or twenty-four (24) months following the Operative Date, all life insurance, medical, health and accident, and disability plans, programs or arrangements in which the Executive was entitled to participate immediately prior to the Operative Date, provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive is entitled to receive under such plans and programs. In the case of any insurance provided the Executive pursuant to this subparagraph (v), each premium therefor shall be paid after, but no later than 30 days after, the Corporation’s receipt of the invoice for such premium. No coverage shall be provided to the Executive under a self-insured medical plan of the Corporation after the Separation from Service; provided that such coverage may be provided during the period of time during which the Executive would be entitled to continuation coverage under such plan pursuant to Section 4980A of the Code if the Executive elected such continuation coverage and paid the applicable premiums. Except for coverage permitted by the preceding sentence, no benefits shall be provided pursuant to this subparagraph (v) other than through the purchase of insurance by the Corporation. (vi) The Executive shall not be required to mitigate the amount of any payment provided under the Agreement by seeking other employment or otherwise. It is specifically understood that any compensation the Executive receives from the Corporation or any other person for services rendered prior to or after termination of employment, such as a payment under any deferred compensation plan maintained by the Corporation, will not reduce or offset the benefits to which he is entitled hereunder. (vii) The Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of the Agreement to his devisee, legatee, or other designee or, if there be no such designee, to his estate. {2298866-2, 103404-00000-01}

Compensation and Benefits Upon Termination. Upon termination of the Executive's employment within 90 days prior to the Operative Date or within twenty-four (24) months following the Operative Date, unless such termination is because of the Executive's death, or by the Corporation for Cause or Disability or by the Executive other than for Good Reason, the Corporation shall pay or provide to the Executive the following: (i) The Corporation shall pay the Executive his full salary (whether such salary has been paid by the Corporation or by any of its subsidiaries) through the Date of Termination at the rate in effect at the time Notice of Termination is given and all other unpaid amounts, if any, {2298866-2, 103404-00000-01} to which the Executive is entitled as of the Date of Termination under any plan or other arrangement of the Company, at the time such payments are due (and in any event within 90 days after the Separation from Service); (ii) The Corporation shall pay to the Executive an amount equal to 2.0 multiplied by the Executive's annualized cash compensation based upon the annual rate of pay for the prior taxable year (including any bonus compensation and adjusted for any increase that was expected scheduled to continue indefinitely), provided, however, that if any of such payment is or will be subject to the excise tax imposed by Section 4999 of the Code or any similar tax that may hereafter be imposed ("Excise Tax"), such payment shall be reduced to a smaller amount, even to zero, which smaller amount shall be the largest amount payable under this paragraph that would not be subject in whole or in part to the Excise Tax after considering all other payments to the Executive required to be considered under Sections 4999 or 280G of the Code. Such payment shall be referred to as the "Severance Payment." Payment of the Severance Payment shall be in accordance with the following terms: (A) The Severance Payment shall be made in a lump sum within 90 days after the Separation from Service and all payments hereunder shall be subject to standard payroll withholdings. (B) In the event that the Severance Payment is subsequently determined to be less than the amount actually paid hereunder, the Executive shall repay the excess to the Corporation at the time that the proper amount is finally determined, plus interest on the amount of such repayment at the Applicable Federal Rate. In the event that the Severance Payment is determined to exceed the amount actually paid hereunder, the Corporation shall pay the Executive such difference plus interest on the amount of such additional payment at the Applicable Federal Rate at the time that the amount of such difference is finally determined. (C) In the event that the amount of the Severance Payment exceeds or is less than the amount initially paid, such difference shall constitute a loan by the Corporation to {2298866-2, 103404-00000-01} the Executive, or by the Executive to the Corporation, as the case may be, payable on the fifth (5th) day after demand (together with interest at the Applicable Federal Rate). (D) The amount of any payment provided for in this Section 4 shall not be reduced, offset or subject to recovery by the Company or the Company's Successor by reason of any compensation earned by the Executive as the result of employment by another Corporation after the Date of Termination, or otherwise. (iii) The Corporation shall also pay to the Executive all legal fees and related expenses incurred by the Executive in connection with this Agreement if the Executive prevails (including, without limitation, all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). (iv) The Corporation shall provide the Executive with reasonable outplacement services for up to 12 months following the Date of Termination of the Executive. {2298866-2, 103404-00000-01} (v) The Executive shall not be eligible to receive any compensation or benefits provided in this Section 4 (other than payments under Section 4(i)) unless the Executive first executes a written release and agreement provided by the Corporation releasing the Corporation of any and all claims the Executive might have against the Corporation. (vi) The Corporation shall maintain in full force and effect, for the Executive's continued benefit until the earlier of (A) the death of the Executive; (B) the Executive's commencement of full-time employment with a new employer; or (C) within 90 days prior to the Operative Date or twenty-four (24) months following the Operative Date, all life insurance, medical, health and accident, and disability plans, programs or arrangements in which the Executive was entitled to participate immediately prior to the Operative Date, provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive is entitled to receive under such plans and programs. In the case of any insurance provided the Executive pursuant to this subparagraph (v), each premium therefor shall be paid after, but no later than 30 days after, the Corporation’s receipt of the invoice for such premium. No coverage shall be provided to the Executive under a self-insured medical plan of the Corporation after the Separation from Service; provided that such coverage may be provided during the period of time during which the Executive would be entitled to continuation coverage under such plan pursuant to Section 4980A of the Code if the Executive elected such continuation coverage and paid the applicable premiums. Except for coverage permitted by the preceding sentence, no benefits shall be provided pursuant to this subparagraph (v) other than through the purchase of insurance by the Corporation. (vii) The Executive shall not be required to mitigate the amount of any payment provided under the Agreement by seeking other employment or otherwise. It is specifically understood that any compensation the Executive receives from the Corporation or any other person for services rendered prior to or after termination of employment, such as a payment under any deferred compensation plan maintained by the Corporation, will not reduce or offset the benefits to which he is entitled hereunder. (viii) The Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of the Agreement to his devisee, legatee, or other designee or, if there be no such designee, to his estate. {2298866-2, 103404-00000-01}

Compensation and Benefits Upon Termination. Upon termination of the Executive's employment within 90 days prior to the Operative Date or within twenty-four (24) months following the Operative Date, unless such termination is because of the Executive's death, or by the Corporation for Cause or Disability or by the Executive other than for Good Reason, the Corporation shall pay or provide to the Executive the following: (i) The Corporation shall pay the Executive his full salary (whether such salary has been paid by the Corporation or by any of its subsidiaries) through the Date of Termination at the rate in effect at the time Notice of Termination is given and all other unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination under any plan or other arrangement of the Company, at the time such payments are due (and in any event within 90 days after the Separation from Service); (ii) The Corporation shall pay to the Executive an amount equal to 2.0 multiplied by the Executive's annualized cash compensation based upon the annual rate of pay for the prior taxable year (including any bonus compensation and adjusted for any increase that was expected to continue indefinitely), provided, however, that if any of such payment is or will be subject to the excise tax imposed by Section 4999 of the Code or any similar tax that may hereafter be imposed ("Excise Tax"), such payment shall be reduced to a smaller amount, even to zero, which smaller amount shall be the largest amount payable under this paragraph that would not be subject in whole or in part to the Excise Tax after considering all other payments to the Executive required to be considered under Sections 4999 or 280G of the Code. Such payment shall be referred to as the "Severance Payment." Payment of the Severance Payment shall be in accordance with the following terms: (A) The Severance Payment shall be made in a lump sum within 90 days after the Separation from Service and all payments hereunder shall be subject to standard payroll withholdings. (B) In the event that the Severance Payment is subsequently determined to be less than the amount actually paid hereunder, the Executive shall repay the excess to the Corporation at the time that the proper amount is finally determined, plus interest on the amount of such repayment at the Applicable Federal Rate. In the event that the Severance Payment is determined to exceed the amount actually paid hereunder, the Corporation shall pay the Executive such difference plus interest on the amount of such additional payment at the Applicable Federal Rate at the time that the amount of such difference is finally determined. (C) In the event that the amount of the Severance Payment exceeds or is less than the amount initially paid, such difference shall constitute a loan by the Corporation to {2298866-2, 103404-00000-01} the Executive, or by the Executive to the Corporation, as the case may be, payable on the fifth (5th) day after demand (together with interest at the Applicable Federal Rate). (D) The amount of any payment provided for in this Section 4 shall not be reduced, offset or subject to recovery by the Company or the Company's Successor by reason of any compensation earned by the Executive as the result of employment by another Corporation after the Date of Termination, or otherwise. (ii) The Corporation shall also pay to the Executive all legal fees and related expenses incurred by the Executive in connection with this Agreement if the Executive prevails (including, without limitation, all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). (iii) The Corporation shall provide the Executive with reasonable outplacement services for up to 12 months following the Date of Termination of the Executive. (iv) The Executive shall not be eligible to receive any compensation or benefits provided in this Section 4 (other than payments under Section 4(i)) unless the Executive first executes a written release and agreement provided by the Corporation releasing the Corporation of any and all claims the Executive might have against the Corporation. (v) The Corporation shall maintain in full force and effect, for the Executive's continued benefit until the earlier of (A) the death of the Executive; (B) the Executive's commencement of full-time employment with a new employer; or (C) within 90 days prior to the Operative Date or twenty-four (24) months following the Operative Date, all life insurance, medical, health and accident, and disability plans, programs or arrangements in which the Executive was entitled to participate immediately prior to the Operative Date, provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive is entitled to receive under such plans and programs. In the case of any insurance provided the Executive pursuant to this subparagraph (v), each premium therefor shall be paid after, but no later than 30 days after, the Corporation’s receipt of the invoice for such premium. No coverage shall be provided to the Executive under a self-insured medical plan of the Corporation after the Separation from Service; provided that such coverage may be provided during the period of time during which the Executive would be entitled to continuation coverage under such plan pursuant to Section 4980A of the Code if the Executive elected such continuation coverage and paid the applicable premiums. Except for coverage permitted by the preceding sentence, no benefits shall be provided pursuant to this subparagraph (v) other than through the purchase of insurance by the Corporation. (vi) The Executive shall not be required to mitigate the amount of any payment provided under the Agreement by seeking other employment or otherwise. It is specifically understood that any compensation the Executive receives from the Corporation or any other person for services rendered prior to or after termination of employment, such as a payment under any deferred compensation plan maintained by the Corporation, will not reduce or offset the benefits to which he is entitled hereunder. (vii) The Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of the Agreement to his devisee, legatee, or other designee or, if there be no such designee, to his estate.

Compensation and Benefits Upon Termination. Upon termination (a) If the employment of Employee is terminated pursuant to section 6(a) above, Employee shall be entitled to receive only Base Salary payments to the Termination Date and any vested portion of Employees 401(k) Plan account. (b) If the employment of Employee is terminated pursuant to section 6(c) above, Employee or his estate shall be entitled to receive (i) Base Salary payments to the Termination Date, (ii) within 30 days of the Executive's Termination Date, a lump sum payment for all accrued but unused vacation, (iii) other vested benefits described in section 5(b) and (iv) bonus payments, if any, for the remainder of the Initial Contract Period calculated pursuant to section 5(c). (c) If the employment within 90 days prior of Employee is terminated pursuant to section 6(d) above, Employee shall be entitled to receive (i) Base Salary payments to the Operative Date or within twenty-four (24) months following the Operative Termination Date, unless such termination is because (ii) within 30 days of the Executive's deathTermination Date, a lump sum payment for all accrued but unused vacation and (iii) other vested benefits described in section 5(b). (d) If the employment of Employee is terminated by Employee for Good Reason pursuant to section 6(e) above or by Employer without Cause pursuant to section 6(b) above, Employee shall be entitled to receive the Corporation for Cause or Disability or by the Executive other than for Good Reason, the Corporation shall pay or provide to the Executive the followingfollowing compensation and benefits: (i) The Corporation Employer shall continue to pay Employee for the Executive his full salary remainder of the Contract Period (whether such salary has been paid by the Corporation or by any of its subsidiariesSeverance Period) through the Date of Termination Base Salary at the rate in effect as of the Termination Date payable at the same time Notice such compensation would otherwise have been payable. (ii) Employer shall maintain in full force and effect for Employee's continued benefit until the end of Termination is given the Severance Period all benefits described in section 5(b) (including, but not limited to, insurance and all other unpaid amountsemployee benefit plans, programs or arrangements) in which Employee was participating immediately prior to the Termination Date, provided that Employee's continued participation is permitted under the terms and provisions of the plans, programs or arrangements pursuant to which such benefits are provided. If Employee's participation in any plan, program or arrangement is not permitted, Employer shall arrange to provide Employee with benefits substantially similar to those which Employee would be entitled to receive under such plans, programs or arrangements or compensation. (iii) Employer shall pay to Employee the bonus payments, if any, to which for the Executive is entitled as remainder of the Date of Termination under any plan or other arrangement of the Company, at the time such payments are due (and in any event within 90 days after the Separation from Service); (ii) The Corporation shall pay Initial Contract Period calculated pursuant to the Executive an amount equal to 2.0 multiplied by the Executive's annualized cash compensation based upon the annual rate of pay for the prior taxable year (including any bonus compensation and adjusted for any increase that was expected to continue indefinitely), provided, however, that if any of such payment is or will be subject to the excise tax imposed by Section 4999 of the Code or any similar tax that may hereafter be imposed ("Excise Tax"), such payment shall be reduced to a smaller amount, even to zero, which smaller amount shall be the largest amount payable under this paragraph that would not be subject in whole or in part to the Excise Tax after considering all other payments to the Executive required to be considered under Sections 4999 or 280G of the Code. Such payment shall be referred to as the "Severance Payment." Payment of the Severance Payment shall be in accordance with the following terms: (A) The Severance Payment shall be made in a lump sum within 90 days after the Separation from Service and all payments hereunder shall be subject to standard payroll withholdings. (B) In the event that the Severance Payment is subsequently determined to be less than the amount actually paid hereunder, the Executive shall repay the excess to the Corporation at the time that the proper amount is finally determined, plus interest on the amount of such repayment at the Applicable Federal Rate. In the event that the Severance Payment is determined to exceed the amount actually paid hereunder, the Corporation shall pay the Executive such difference plus interest on the amount of such additional payment at the Applicable Federal Rate at the time that the amount of such difference is finally determined. (C) In the event that the amount of the Severance Payment exceeds or is less than the amount initially paid, such difference shall constitute a loan by the Corporation to {2298866-2, 103404-00000-01} the Executive, or by the Executive to the Corporation, as the case may be, payable on the fifth (5th) day after demand (together with interest at the Applicable Federal Ratesection 5(c). (Div) The amount Employer shall pay to Employee within 30 days of any the Termination Date, a lump sum payment provided for in this Section 4 shall not be reduced, offset or subject to recovery by the Company or the Company's Successor by reason of any compensation earned by the Executive as the result of employment by another Corporation after the Date of Termination, or otherwiseall accrued but unused vacation.

Compensation and Benefits Upon Termination. Upon termination of the Executive's employment within 90 days prior to the Operative Date or within twenty-four (24) months following the Operative Date, unless such termination is because of the Executive's death, or by the Corporation for Cause or Disability or by the Executive other than for Good Reason, the Corporation Section 5 shall pay or provide to the Executive the followingbe amended as follows: a. The first paragraph of Section 5(b) shall be amended by deleting that portion of it beginning with the second sentence and replacing it as follows: “Such amount shall be paid in equal monthly installments during the three (i3) The Corporation shall pay year period following ▇▇▇▇▇▇▇▇’ separation from service, in accordance with the Executive his full salary (whether such salary has been paid by the Corporation or by any of its subsidiaries) through the Date of Termination at the rate Company’s regular payroll schedule in effect at the time Notice of Termination is given and all other unpaid amounts▇▇▇▇▇▇▇▇’ separation from service, if any, to which commencing on a payroll date occurring not later than ninety (90) days following ▇▇▇▇▇▇▇▇’ separation from service; provided that the Executive is entitled as of the Date of Termination under any plan or other arrangement of the Company, at the time first such payments are due (and payment shall be a lump sum in any event within 90 days after the Separation from Service); (ii) The Corporation shall pay to the Executive an amount equal to 2.0 multiplied the payments that would have come due since ▇▇▇▇▇▇▇▇’ separation from service. Provided further that as soon as practicable following termination, the Company shall secure such payments through a letter of credit or similar arrangement, or deposit the present value of such payments into an escrow arrangement (such letter of credit, similar arrangement or escrow arrangement, the “Escrow Arrangement”) reasonably acceptable to ▇▇▇▇▇▇▇▇ (including, without limitation, protection against other claims from creditors of the Company). In the event ▇▇▇▇▇▇▇▇ is required to recognize income tax as a result of the Escrow Arrangement, the Company will release a portion of the severance amounts secured by the Executive's annualized cash compensation based upon Escrow Arrangement sufficient to permit ▇▇▇▇▇▇▇▇ to pay such taxes, and the annual rate severance amounts shall be reduced by the amount so released. In the event the Company does not release a sufficient portion of pay the Escrow Arrangement to satisfy ▇▇▇▇▇▇▇▇’ income tax liabilities and ▇▇▇▇▇▇▇▇ is subject to penalties due to such underpayment of these income tax liabilities, the Company shall reimburse ▇▇▇▇▇▇▇▇ for any such penalties and any income taxes due as a result of the Company’s payment to ▇▇▇▇▇▇▇▇ of the penalties within thirty (30) days of ▇▇▇▇▇▇▇▇’ incurring such penalties or taxes. In addition to the obligations of the Company under Sections 3(x), 5(a) and this Section 5(b), for the prior taxable three (3) year period following termination, ▇▇▇▇▇▇▇▇ shall be entitled to: (including any bonus compensation and adjusted for any increase that was expected to continue indefinitely), provided, however, that if any i) payment of such payment is or will be subject an amount equivalent to the excise tax imposed by Section 4999 monthly automobile allowance in the same amount as ▇▇▇▇▇▇▇▇ received at the time of termination, such amount being payable in accordance with the Code or any similar tax Company’s regular payroll schedule in existence at the time of ▇▇▇▇▇▇▇▇’ separation from service, commencing on a payroll date occurring not later than ninety (90) days following ▇▇▇▇▇▇▇▇’ separation from service; provided that may hereafter be imposed ("Excise Tax"), the first such payment shall be reduced to a smaller amount, even to zero, which smaller amount shall be the largest amount payable under this paragraph that would not be subject in whole or in part to the Excise Tax after considering all other payments to the Executive required to be considered under Sections 4999 or 280G of the Code. Such payment shall be referred to as the "Severance Payment." Payment of the Severance Payment shall be in accordance with the following terms: (A) The Severance Payment shall be made in a lump sum within 90 days after the Separation from Service and all payments hereunder shall be subject to standard payroll withholdings. (B) In the event that the Severance Payment is subsequently determined to be less than the in an amount actually paid hereunder, the Executive shall repay the excess equal to the Corporation payments that would have come due since ▇▇▇▇▇▇▇▇’ separation from service; and (ii) reimbursement for his expenses, including any additional tax costs associated with such reimbursements, for the following: (aa) dues for continuing membership in any clubs and for which he was receiving reimbursement at the time of termination of his employment; (bb) for tax return preparation, financial planning and consultation, and legal advice in an amount to cover the services equivalent to such services to which ▇▇▇▇▇▇▇▇ was eligible under Section 3(vii) of this Agreement while employed; (cc) the additional costs incurred (above what ▇▇▇▇▇▇▇▇ paid at the time of the termination of employment) in obtaining individual long term disability and term life insurance equivalent in coverage to that elected by ▇▇▇▇▇▇▇▇ at the time of the termination; (dd) the additional costs incurred (above what ▇▇▇▇▇▇▇▇ paid at the time of the termination of employment) in obtaining dental insurance equivalent in coverage to that elected by ▇▇▇▇▇▇▇▇ at the time of the termination; and (ee) the additional costs incurred (above what ▇▇▇▇▇▇▇▇ paid at the time of the termination of employment) in replacing any other perquisites and similar benefits ▇▇▇▇▇▇▇▇ was receiving immediately prior to his separation from service. Provided that all such reimbursements shall commence not later than ninety (90) days following ▇▇▇▇▇▇▇▇’ separation from service and that the proper first such payment shall be in a lump sum in an amount is finally determinedequal to the payments that would have come due since ▇▇▇▇▇▇▇▇’ separation from service. ▇▇▇▇▇▇▇▇ shall bear full responsibility for applying for available coverage under Section 4980B of the Internal Revenue Code of 1986, plus interest as amended (the “COBRA”) and/or for obtaining coverage under any insurance policy subject to reimbursement under this Section 5(b) and nothing herein shall constitute a guarantee of COBRA continuation coverage or benefits or a guarantee of eligibility for any type of insurance coverage. Reimbursements under this Section 5(b) shall be made on a monthly basis but in no event later than the last day of the calendar year following the year in which the expenses were incurred. Under no circumstances will ▇▇▇▇▇▇▇▇ be entitled to a cash payment or other benefit in lieu of reimbursements for the actual costs covered under this Section 5(b). The amount of expenses eligible for reimbursement during any calendar year shall not be affected by the amount of such repayment at expenses eligible for reimbursement in any other calendar year. The compensation and benefits provided to ▇▇▇▇▇▇▇▇ following termination of employment under this Section 5(b) are hereinafter referred to as “Severance Benefits.” Nothing contained herein, however, shall require that ▇▇▇▇▇▇▇▇ be treated as an active participant in any plan provided only to active employees of the Applicable Federal Rate. In Company.” b. The second paragraph of Section 5(b) shall be amended by deleting the event that last sentence and replacing it as follows: “The Company’s obligation to provide the Severance Payment Benefits is determined conditioned upon ▇▇▇▇▇▇▇▇’ execution of a customary release of all claims arising out of ▇▇▇▇▇▇▇▇’ employment against the Company and its affiliates and the expiration of any revocation period required by law relating thereto without revocation thereof. The release of claims shall be provided to exceed the amount actually paid hereunder, the Corporation shall pay the Executive such difference plus interest on the amount ▇▇▇▇▇▇▇▇ within thirty (30) days of such additional payment at the Applicable Federal Rate at his separation from service and ▇▇▇▇▇▇▇▇ must execute it within the time that period specified in the amount of such difference is finally determined. release (C) In the event that the amount of the Severance Payment exceeds or is less than the amount initially paid, such difference shall constitute a loan by the Corporation to {2298866-2, 103404-00000-01} the Executive, or by the Executive to the Corporation, as the case may be, payable on the fifth (5th) day after demand (together with interest at the Applicable Federal Rate). (D) The amount of any payment provided for in this Section 4 which shall not be reducedlonger than forty five (45) days from the date of receipt). Such release shall not be effective until any applicable revocation period has expired.” c. Section 5(c) shall be amended by deleting it and replacing it as follows: “The foregoing Severance Benefits are not intended to be a substitute for any available coverage under COBRA for which ▇▇▇▇▇▇▇▇ may be eligible and such COBRA rights shall commence upon termination of employment, offset unless otherwise provided by law. Notwithstanding the foregoing, ▇▇▇▇▇▇▇▇’ rights to the foregoing benefits shall terminate as to any benefit for which he becomes covered for substantially similar benefits on substantially similar terms through a program of a subsequent employer or subject otherwise (such as through coverage obtained by ▇▇▇▇▇▇▇▇’ spouse) for as long as such coverage continues and provided that such terms are not less favorable to recovery by the Company or the Company's Successor by reason of ▇▇▇▇▇▇▇▇ in any compensation earned by the Executive as the result of employment by another Corporation after the Date of Termination, or otherwiserespect.”