Common use of Compensation and Benefits Upon Termination Clause in Contracts

Compensation and Benefits Upon Termination. 5.1 The Company’s obligation to compensate Executive ceases on the effective termination date except as to: (i) amounts due at that time; (ii) any amount subsequently due pursuant to the plan described in Section 3.2; and (iii) any compensation and/or benefits to which he may be entitled to receive pursuant to Sections 5.2, 5.3, or 5.4 5.2 If the Company terminates Executive’s employment pursuant to Sections 4.1 (notice of non-renewal) or 4.2 (without cause), then the Company’s sole obligation shall be to pay Executive: (i) amounts due on the effective termination date; (ii) any amounts subsequently due pursuant to the plan described in Section 3.2; and (iii) subject to Executive’s compliance with Sections 6,7,8 and 9 and subject to Sections 3.7 and 5.6, an amount equal to 1.55 times his then current monthly salary (less applicable withholdings), for (36) thirty-six months, payable in equal monthly installments. 5.3 If the Company terminates Executive’s employment as provided in Sections 4.3 (i) (death), (ii) (physical or mental inability to perform), (iii) (materially harmful acts or omissions), (iv) (other reasons recognized as “cause”) or (v) (Executive’s material breach) or if the Executive terminates his employment pursuant to Section 4.1 (notice of non-renewal) or Section 4.2 (without cause), then the Company’s sole obligation shall be to pay Executive: (i) amounts due on the effective termination date and (ii) any amounts subsequently due pursuant to the plan described in Section 3.2. Executive, except when employment terminates pursuant to Section 4.3(i) (death), shall comply with Sections 6, 7, 8 and 9 of this Agreement upon expiration or termination of this Agreement. 5.4 If Executive terminates the employment relationship pursuant to Section 4.4 of this Agreement, then the Company’s sole obligation to Executive in lieu of any other damages or other relief to which he otherwise may be entitled shall be (i) an amount equal to amounts due at the time of his termination; and (ii) subject to Executive’s compliance with Sections 6, 7, 8 and 9 and subject to Sections 3.7 and 5.6, liquidated damages in an amount equal to his then current monthly salary (less applicable withholdings) for the twelve (12) month non-competition period set forth in Section 6.3, payable in equal monthly installments. 5.5 The Company’s obligation to provide the payments under Sections 5.2 and 5.4 is conditioned upon Executive’s execution of an enforceable release of all claims and his compliance with Sections 6, 7, 8 and 9 of this Agreement. If Executive chooses not to execute such a release or fails to comply with these sections, then the Company’s obligation to compensate him ceases on the effective termination date except as to amounts due at that time and any amount subsequently due pursuant to the plan described in Section 3.2. 5.6 Executive is not entitled to receive any compensation or benefits upon his termination except as: (i) set forth in this Agreement; (ii) otherwise required by law; or (iii) otherwise required by any employee benefit plan in which he participates. Nothing in this Agreement, however, is intended to waive or supplant any death, disability, retirement, 401(k) or pension benefits to which he may be entitled under employee benefit plans in which he participates.

Compensation and Benefits Upon Termination. 5.1 The Company’s obligation to compensate Executive ceases on In the effective termination date except as to: event that (ia) amounts due at that time; (ii) any amount subsequently due pursuant to the plan described in Section 3.2; and (iii) any compensation and/or benefits to which he may be entitled to receive pursuant to Sections 5.2, 5.3, or 5.4 5.2 If the Company terminates Executive’s employment without “Cause” pursuant to Sections 4.1 (notice of non-renewal) or 4.2 (without causeSection 5.01(d), then the Company’s sole obligation shall be to pay Executive: (i) amounts due on the effective termination date; (ii) any amounts subsequently due pursuant to the plan described in Section 3.2; and (iii) subject to Executive’s compliance with Sections 6,7,8 and 9 and subject to Sections 3.7 and 5.6, an amount equal to 1.55 times his then current monthly salary (less applicable withholdings), for (36) thirty-six months, payable in equal monthly installments. 5.3 If the Company terminates Executive’s employment as provided in Sections 4.3 (i) (death), (ii) (physical or mental inability to perform), (iii) (materially harmful acts or omissions), (iv) (other reasons recognized as “cause”) or (vb) (Executive’s material breach) or if the Executive terminates his employment due to “Constructive Discharge” pursuant to Section 4.1 (notice of non-renewal) or Section 4.2 (without cause5.01(e), then the Company’s sole obligation Company shall be continue to pay Executive: to Executive (1) his base salary for a period of 12 months following the employment termination date (the “Severance Period”), payable in monthly installments in accordance with the regular payroll schedule of the Company (“Severance Payments”), and (2) reimburse the premium costs paid by Executive to continue his group medical insurance with the Company to the extent then available and in effect (if applicable) for the Severance Period, reimbursed on a monthly basis. It is the intent of the parties that the Severance Payments and any other payments paid under this Section 5 be, to the maximum extent permissible under Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder (collectively, “Code Section 409A”), exempt from Code Section 409A under either (i) amounts due on an exception for separation pay, to the effective termination date and extent that all payments are payable within the limitations described in Treasury Regulation Section 1.409A-1(b)(9), or (ii) any amounts subsequently due pursuant to the plan short-term deferral exception described in Treasury Regulation Section 3.21.409A-1(b)(4). Executive, except when employment terminates pursuant to Section 4.3(i) (death), shall comply with Sections 6, 7, 8 and 9 of this Agreement upon expiration or termination of this Agreement. 5.4 If Executive terminates the employment relationship pursuant to Section 4.4 For purposes of this Agreement, then the Company’s sole obligation all rights to Executive in lieu of any other damages or other relief to which he otherwise may be entitled payments and benefits under this Section 5 shall be (i) an amount equal treated as rights to amounts due at receive a series of separate payments and benefits to the time of his termination; and (ii) fullest extent allowed by Code Section 409A. If there are payments subject to Code Section 409A, the timing of which is conditioned on the signing and not revoking a release of claims, and could be delayed from one calendar year to a second calendar year based on Executive’s compliance with Sections 6action or inaction, 7, 8 then such payments will be delayed and 9 paid in a lump sum during the second year. If this Agreement and subject to Sections 3.7 and 5.6, liquidated damages in an amount equal to his then current monthly salary (less applicable withholdings) for the twelve (12) month non-competition period set forth in Section 6.3, payable in equal monthly installments. 5.5 The Company’s obligation to provide the payments under Sections 5.2 and 5.4 is conditioned upon Executive’s execution of an enforceable release of all claims employment is terminated pursuant to subsection 5.01(a), 5.01(b), 5.01(c) or 5.01(f), Executive’s right to base salary and his compliance with Sections 6, 7, 8 and 9 of this Agreement. If Executive chooses not to execute such a release or fails to comply with these sections, then the Company’s obligation to compensate him ceases benefits shall immediately terminate on the effective termination date of such termination, except as to amounts due at that time and any amount subsequently due pursuant to the plan described in Section 3.2. 5.6 Executive is not entitled to receive any compensation or benefits upon his termination except as: (i) set forth in this Agreement; (ii) may otherwise be required by applicable law; or (iii) otherwise required by any employee benefit plan in which he participates. Nothing in this Agreement, however, is intended to waive or supplant any death, disability, retirement, 401(k) or pension benefits to which he may be entitled under employee benefit plans in which he participates.

Compensation and Benefits Upon Termination. 5.1 The This Agreement may be terminated prior to the expiration of the Initial Term or any Renewal Term by any of the following events: (a) Mutual written agreement expressed in a single document signed by both Company and Executive; (b) Voluntary written resignation (other than a resignation which is deemed to be a termination without cause pursuant to Section 3.1, 3.2 or 10.2 or which is permitted pursuant to Section 7.1(f) by Executive as President and Chief Executive Officer of Company’s obligation ); provided, however, that Executive shall be permitted to compensate resign solely as a member of the Board of Directors of Company at any time, and such resignation shall not be deemed a termination hereunder; (c) Death of Executive ceases or such disability of Executive that prevents him from carrying out the essential functions of his job with or without reasonable accommodation; 8 (d) Written notice of termination without cause as defined in Section 7.2; (e) Written notice of termination with cause as defined in Section 7.3; (f) By Executive, in his sole election upon the occurrence of any of the following events: (1) Company filing bankruptcy (whether voluntary or involuntary); (2) Company "going private", i.e., acquiring all of its Common Stock and ceasing to trade its Common Stock on the effective New York Stock Exchange, or otherwise ceasing to trade its Common Stock on the public market; (3) Merger or consolidation where Company is not the consolidated or surviving company; (4) Discontinuation of business by Company; (5) The occurrence of any event described in Section 3.1, 3.2, or 10.2 permitting Executive to resign. Upon termination for any of the foregoing reasons, Executive shall continue to render his services and shall be paid his regular compensation and benefits up to the date except of termination. Upon termination of this Agreement under any of Sections 7.1(a), (c), (d), or (f) hereof, such termination shall be deemed to be by Company without cause and Company shall pay to Executive or his estate (as to: the case may be) (i) amounts due at that timeany and all accrued compensation under this Agreement; (ii) any amount subsequently due pursuant to the plan described insurance benefits and reimbursement as set forth in Section 3.26 hereof; and (iii) any compensation and/or benefits and all Base Salary which would be due if Executive's employment continued through the remaining period of the Initial Term and any Renewal Term with regard to which he may be entitled to receive pursuant to Sections 5.2, 5.3, or 5.4 5.2 If the Company terminates Executive’s employment pursuant to Sections 4.1 (notice of non-renewalrenewal has not been, and cannot be, timely given (which Base Salary shall be due on the last date that Executive actually reports to Company's premises for full time duties). In addition, Executive or his estate (as the case may be) shall retain all rights with regard to Stock Appreciation Rights described in Section 4.3 and shall continue to be eligible to elect to receive the Transaction Fee or the Debt Reduction Fee in accordance with the terms of Section 4.4, unless such election has been made, in which event Executive (or his estate, as the case may be) shall retain the rights Executive has as a result of his election. In the event of Executive's death, all Stock Appreciation Rights vested in Executive, all of Executive's rights with regard to the Transaction Fee or the Debt Restructure Fee, and all rights relating to the election (if unexercised) concerning same shall be retained and exercisable by his personal representative. If this Agreement is terminated under Sections 7.1(b) or 4.2 (without cause7.1(e), then the Company’s sole Company will have no obligation shall be to pay Executive: amounts specified in the preceding clauses (i) amounts due on the effective termination date; (ii) any amounts subsequently due pursuant to the plan described in Section 3.2; and through (iii) subject to Executive’s compliance with Sections 6,7,8 above, and 9 all unexercised and subject to Sections 3.7 and 5.6, an amount equal to 1.55 times his then current monthly salary non-vested Stock Appreciation Rights will terminate (less applicable withholdings), for (36) thirty-six months, payable in equal monthly installments. 5.3 If the Company terminates Executive’s employment as provided in Sections 4.3 (i) (death), (ii) (physical or mental inability to perform), (iii) (materially harmful acts or omissions), (iv) (other reasons recognized as “cause”) or (v) (Executive’s material breach) or if the Executive terminates his employment pursuant has elected 9 to Section 4.1 (notice of non-renewal) or Section 4.2 (without cause), then the Company’s sole obligation shall be to pay Executive: (i) amounts due on the effective termination date and (ii) any amounts subsequently due pursuant to the plan described in Section 3.2. Executive, except when employment terminates pursuant to Section 4.3(i) (death), shall comply with Sections 6, 7, 8 and 9 of this Agreement upon expiration or termination of this Agreement. 5.4 If Executive terminates the employment relationship pursuant to Section 4.4 of this Agreement, then the Company’s sole obligation to Executive in lieu of any other damages or other relief to which he otherwise may be entitled shall be (i) an amount equal to amounts due at the time of his termination; and (ii) subject to Executive’s compliance with Sections 6, 7, 8 and 9 and subject to Sections 3.7 and 5.6, liquidated damages in an amount equal to his then current monthly salary (less applicable withholdings) eligible for the twelve (12) month non-competition period set forth in Section 6.3Transaction Fee or the Debt Reduction Fee, payable in equal monthly installmentsthe rights of Executive to such fee shall terminate). 5.5 The Company’s obligation to provide the payments under Sections 5.2 and 5.4 is conditioned upon Executive’s execution of an enforceable release of all claims and his compliance with Sections 6, 7, 8 and 9 of this Agreement. If Executive chooses not to execute such a release or fails to comply with these sections, then the Company’s obligation to compensate him ceases on the effective termination date except as to amounts due at that time and any amount subsequently due pursuant to the plan described in Section 3.2. 5.6 Executive is not entitled to receive any compensation or benefits upon his termination except as: (i) set forth in this Agreement; (ii) otherwise required by law; or (iii) otherwise required by any employee benefit plan in which he participates. Nothing in this Agreement, however, is intended to waive or supplant any death, disability, retirement, 401(k) or pension benefits to which he may be entitled under employee benefit plans in which he participates.

Compensation and Benefits Upon Termination. 5.1 The CompanyIf Employee’s obligation employment is terminated by reason of his death, the Company shall have no further obligations to compensate Executive ceases on the effective termination date except as to: (i) amounts due at that time; (ii) any amount subsequently due Employee, other than pursuant to the plan described in terms of this Agreement, the requirements of law and vested rights under any of the Company’s benefit plans or arrangements. 5.2 During any period following Employee’s failure to perform his duties hereunder as a result of his Disability but prior to any Date of Termination pursuant to Section 3.2; 4.2, Employee shall continue to receive his base salary, as well as any other benefits and (iii) any compensation and/or benefits to which Perquisites he may be entitled to receive pursuant to Sections 5.2, 5.3, or 5.4 5.2 If the Company terminates Executive’s employment pursuant to Sections 4.1 (notice under any of non-renewal) or 4.2 (without cause), then the Company’s sole obligation shall be benefit plans or arrangements or pursuant to pay Executivethis Agreement. After the Date of Termination pursuant to Section 4.2: (i) amounts due on the effective termination date; (ii) any amounts subsequently due pursuant Employee will be entitled to the plan described participate in Section 3.2; and (iii) subject to Executive’s compliance with Sections 6,7,8 and 9 and subject to Sections 3.7 and 5.6, an amount equal to 1.55 times his then current monthly salary (less applicable withholdings), for (36) thirty-six months, payable in equal monthly installments. 5.3 If the Company terminates Executive’s employment as provided in Sections 4.3 (i) (death), (ii) (physical or mental inability to perform), (iii) (materially harmful acts or omissions), (iv) (other reasons recognized as “cause”) or (v) (Executive’s material breach) or if the Executive terminates his employment pursuant to Section 4.1 (notice of non-renewal) or Section 4.2 (without cause), then the Company’s sole obligation shall be to pay Executive: (i) amounts due on post-retirement health and welfare stipend plan based upon service years with the effective termination date and (ii) any amounts subsequently due pursuant to Company through the plan described in Section 3.2. Executive, except when employment terminates pursuant to Section 4.3(i) (death), shall comply with Sections 6, 7, 8 and 9 Date of this Agreement upon expiration or termination of this Agreement. 5.4 If Executive terminates the employment relationship pursuant to Section 4.4 of this Agreement, then the Company’s sole obligation to Executive in lieu of any other damages or other relief to which he otherwise may be entitled shall be (i) an amount equal to amounts due at the time of his terminationTermination; and (ii) subject the Company shall have no further obligations to ExecutiveEmployee, other than pursuant to the terms of this Agreement, the requirements of law and vested rights under any of the Company’s compliance with Sections 6benefit plans or arrangements. 5.3 If Employee’s employment is terminated for Cause, 7the Company shall have no further obligations to Employee, 8 other than pursuant to the requirements of law and 9 and subject vested rights under any of the Company’s benefit plans or arrangements. 5.4 If the Company terminates Employee’s employment pursuant to Sections 3.7 and 5.6Section 4.5 (i.e., liquidated damages in an amount equal to his then current monthly salary without Cause), then: (less applicable withholdingsi) the Company shall provide for the twelve (12) month non-competition period remaining Service Period health care benefits, at the election of Employee, on the basis set forth in Section 6.3, payable in equal monthly installments. 5.5 The Company’s obligation to provide the payments under Sections 5.2 and 5.4 is conditioned upon Executive’s execution of an enforceable release of all claims and his compliance with Sections 6, 7, 8 and 9 of this Agreement. If Executive chooses not to execute such a release or fails to comply with these sections, then the Company’s obligation to compensate him ceases on the effective termination date except as to amounts due at that time and any amount subsequently due pursuant to the plan described in Section 3.2. 5.6 Executive is not entitled to receive any compensation or benefits upon his termination except as: (i) set forth in this Agreement; (ii) otherwise required by law; or (iii) otherwise required by any employee benefit plan in which he participates. Nothing in this Agreement, however, is intended to waive or supplant any death, disability, retirement, 401(k) or pension benefits to which he may be entitled under employee benefit plans in which he participates.Section

Compensation and Benefits Upon Termination. 5.1 The Company’s obligation This Agreement may be terminated prior to compensate Executive ceases on the effective termination date expiration of the Initial Term or any Renewal Term by any of the following events: a) mutual written agreement expressed in a single document signed by both the Company and Employee; b) except as to: contemplated by Section 8.4.3, voluntary written resignation by Employee as President and Chief Executive Officer of Company; provided, however, that Employee shall be permitted to resign solely as Chairman of the Board of Directors of Company at any time, and such resignation shall not be deemed a termination hereunder; c) death of Employee; d) written notice of termination without cause as defined in Section 8.2; e) written notice of termination with cause as defined in Section 8.3; f) the occurrence of any of the events specified in Section 8.4.1, which Employee elects to treat as a termination under Section 8.4.1; g) the occurrence of any of the events specified in Section 8.4.2, which Employee elects to treat as a termination under Section 8.4.2; or h) written notice of termination as contemplated by Section 8.4.3. Upon termination for any of the foregoing reasons, Employee shall continue to render his services and shall be paid his regular compensation and benefits up to the date of termination. If this Agreement is terminated under Sections 8.1(b) or 8.1(e), no Severance Allowance shall be paid to Employee (i) amounts due at that time; (ii) except, with respect to any amount subsequently due termination pursuant to the plan described Section 8.1(e), as otherwise provided in Section 3.2; and (iii) any compensation and/or benefits to which he may be entitled to receive pursuant to 8.3). If this Agreement is terminated under Sections 5.28.1(a), 5.38.1(c), or 5.4 5.2 If the Company terminates Executive’s employment pursuant to Sections 4.1 (notice of non-renewal8.1(d), 8.1(f), 8.1(g) or 4.2 (without cause8.1(h), then the Company’s sole obligation Company shall pay to Employee the Severance Allowance. This Severance Allowance is in addition to the regular compensation and benefits which Employee shall receive up to the date of termination and shall be to pay Executive: (i) amounts due paid by the Company on the effective termination date; (ii) any amounts subsequently due pursuant last date that Employee actually reports to the plan described in Section 3.2; and (iii) subject Company's premises for full time duties. In the event of such termination, this Agreement shall be deemed terminated for all purposes except to Executive’s compliance with Sections 6,7,8 and 9 and subject to Sections 3.7 and 5.6, an amount equal to 1.55 times his then current monthly salary (less applicable withholdings)the extent otherwise herein provided. Upon termination, for (36) thirty-six monthsany of the foregoing reasons, payable in equal monthly installments. 5.3 If the Company terminates Executive’s employment as provided in Sections 4.3 (i) (death), (ii) (physical or mental inability to perform), (iii) (materially harmful acts or omissions), (iv) (other reasons recognized as “cause”) or (v) (Executive’s material breach) or if the Executive terminates his employment pursuant to Section 4.1 (notice accelerated vesting of non-renewal) or Section 4.2 (without cause), then the Company’s sole obligation options shall be to pay Executive: (i) amounts due on the effective termination date and (ii) any amounts subsequently due pursuant to the plan described in governed by Section 3.2. Executive, except when employment terminates pursuant to Section 4.3(i) (death), shall comply with Sections 6, 7, 8 and 9 of this Agreement upon expiration or termination of this Agreement5.3. 5.4 If Executive terminates the employment relationship pursuant to Section 4.4 of this Agreement, then the Company’s sole obligation to Executive in lieu of any other damages or other relief to which he otherwise may be entitled shall be (i) an amount equal to amounts due at the time of his termination; and (ii) subject to Executive’s compliance with Sections 6, 7, 8 and 9 and subject to Sections 3.7 and 5.6, liquidated damages in an amount equal to his then current monthly salary (less applicable withholdings) for the twelve (12) month non-competition period set forth in Section 6.3, payable in equal monthly installments. 5.5 The Company’s obligation to provide the payments under Sections 5.2 and 5.4 is conditioned upon Executive’s execution of an enforceable release of all claims and his compliance with Sections 6, 7, 8 and 9 of this Agreement. If Executive chooses not to execute such a release or fails to comply with these sections, then the Company’s obligation to compensate him ceases on the effective termination date except as to amounts due at that time and any amount subsequently due pursuant to the plan described in Section 3.2. 5.6 Executive is not entitled to receive any compensation or benefits upon his termination except as: (i) set forth in this Agreement; (ii) otherwise required by law; or (iii) otherwise required by any employee benefit plan in which he participates. Nothing in this Agreement, however, is intended to waive or supplant any death, disability, retirement, 401(k) or pension benefits to which he may be entitled under employee benefit plans in which he participates.

Compensation and Benefits Upon Termination. 5.1 The Company’s 's obligation to compensate Executive ceases on the effective termination date except as to: (i) amounts due at that time; (ii) any amount subsequently due pursuant to the plan described in Section 3.2; and (iii) any compensation and/or benefits to which he may be entitled to receive pursuant to Sections 5.2, 5.3, 5.4, 5.5, or 5.45.6. 5.2 If the Company terminates Executive’s 's employment pursuant to Sections 4.1 (notice of non-renewal) or 4.2 (without cause), then the Company’s 's sole obligation shall be to pay Executive: (i) amounts due on the effective termination date; (ii) any amounts subsequently due pursuant to the plan described in Section 3.2; and (iii) subject Subject to Executive’s 's compliance with Sections 6,7,8 and 9 and subject to Sections 3.7 and 5.6, an amount equal to 1.55 times his then current monthly salary (less applicable withholdings), ) for the twelve (3612) thirtymonth non-six monthscompetition period set forth in Section 6.3, payable in equal monthly installments. 5.3 During the period during which Executive receives post-termination payments pursuant to Sections 5.2 and 5.6 he may continue to participate, to the extent permitted by the applicable plans and subject to their terms, conditions and eligibility requirements, in all employee welfare benefits plans (as defined by the Employee Retirement Income Security Act of 1974, as amended) in which Executive participated on his effective termination date. The Company will pay or, at the Company's discretion, reimburse Executive for the premiums actually paid, to continue coverage under such plans during the period. Notwithstanding the Company's payment of or reimbursement for the premiums, any coverage under such plans shall be subject to the terms, conditions and eligibility requirements of such plans and nothing in this Section shall constitute any guaranty of coverage. 5.4 If the Company terminates Executive’s 's employment as provided in Sections 4.3 (i) (death), (ii) (physical or mental inability to perform), (iii) (materially harmful acts or omissions), (iv) (other reasons recognized as “"cause”") or (v) (Executive’s 's material breach) or if the Executive terminates his employment pursuant to Section 4.1 (notice of non-renewal) or Section 4.2 (without cause), then the Company’s 's sole obligation shall be to pay Executive: (i) amounts due on the effective termination date and (ii) any amounts subsequently due pursuant to the plan described in Section 3.2. Executive, except when employment terminates pursuant to Section 4.3(i) (death), shall comply with Sections 6, 7, 8 6,7,8 and 9 of this Agreement upon expiration or termination of this Agreement. 5.4 5.5 If Executive terminates the employment relationship as a result of the Company's failure to cure its material breach of this Agreement after he has given the Company notice of the material breach and 30 days in which to cure the breach (or such longer period as may be reasonably required to cure the breach as long as the Company is making good faith efforts to do so), pursuant to Section 4.4 of this Agreement, then the Company’s 's sole obligation to Executive in lieu of any other damages or other relief to which he otherwise may be entitled shall be (i) an amount equal to amounts due at the time of his termination; and (ii) subject to Executive’s 's compliance with Sections 6, 7, 8 and 9 and subject to Sections 3.7 and 5.65.7, liquidated damages in an amount equal to his then current monthly salary (less applicable withholdings) for the twelve (12) month non-competition period set forth in Section 6.3, payable in equal monthly installments. 5.5 The Company’s obligation to provide the payments under Sections 5.2 and 5.4 is conditioned upon Executive’s execution of an enforceable release of all claims and his compliance with Sections 6, 7, 8 and 9 of this Agreement. If Executive chooses not to execute such a release or fails to comply with these sections, then the Company’s obligation to compensate him ceases on the effective termination date except as to amounts due at that time and any amount subsequently due pursuant to the plan described in Section 3.2. 5.6 Executive is not entitled to receive any compensation or benefits upon his termination except as: (i) set forth in this Agreement; (ii) otherwise required by law; or (iii) otherwise required by any employee benefit plan in which he participates. Nothing in this Agreement, however, is intended to waive or supplant any death, disability, retirement, 401(k) or pension benefits to which he may be entitled under employee benefit plans in which he participates.

Compensation and Benefits Upon Termination. 5.1 The Company’s 's obligation to compensate Executive ceases on the effective termination date except as to: (i) amounts due at that time; (ii) any amount subsequently due pursuant to the plan described in Section 3.2; and (iii) any compensation and/or benefits to which he may be entitled to receive pursuant to Sections 5.2, 5.3, 5.4 or 5.45.5. 5.2 If the Company terminates Executive’s 's employment pursuant to Sections 4.1 (notice of non-renewal) or 4.2 (without cause), then the Company’s 's sole obligation shall be to pay Executive: (i) amounts due on the effective termination date; (ii) any amounts subsequently due pursuant to the plan described in Section 3.2; and (iii) subject Subject to Executive’s 's compliance with Sections 6,7,8 and 9 9, and subject to Sections 3.7 3.2 and 5.6, an amount equal to 1.55 times his then current monthly salary (less applicable withholdings), ) for the twelve (3612) thirtymonth non-six monthscompetition period set forth in Section 6.3, payable in equal monthly installments. 5.3 During the period during which Executive receives post-termination payments pursuant to Section 5.2, he may continue to participate, to the extent permitted by the applicable plans and subject to their terms, conditions and eligibility requirements, in all employee welfare benefits plans (as defined by the Employee Retirement Income Security Act of 1974, as amended) in which Executive participated on his effective termination date. The Company will pay or, at the Company's discretion, reimburse Executive for the premiums actually paid, to continue coverage under such plans during the period. Notwithstanding the Company's payment of or reimbursement for the premiums, any coverage under such plans shall be subject to the terms, conditions and eligibility requirements of such plans and nothing in this Section shall constitute any guaranty of coverage. 5.4 If the Company terminates Executive’s 's employment as provided in Sections 4.3 (i) (death), (ii) (physical or mental inability to perform), (iii) (materially harmful acts or omissions), or (iv) (other reasons recognized as “cause”) or (v) (Executive’s 's material breach) ), or if the Executive terminates his employment pursuant to Section 4.1 (notice of non-renewal) or Section 4.2 (without cause), then the Company’s 's sole obligation shall be to pay Executive: (i) amounts due on the effective termination date date, and (ii) any amounts subsequently due pursuant to the plan described in Section 3.2. Executive, except when employment terminates pursuant to Section 4.3(i) (death), shall comply with Sections 6, 7, 8 and 9 of this Agreement upon expiration or termination of this Agreement. 5.4 5.5 If Executive terminates the employment relationship as a result of the Company's failure to cure its material breach of this Agreement after he has given the Company notice of the material breach and 30 days in which to cure the breach (or such longer period as may be reasonably required to cure the breach as long as the Company is making good faith efforts to do so), pursuant to Section 4.4 of this Agreement, then the Company’s 's sole obligation to Executive in lieu of any other damages or other relief to which he otherwise may be entitled shall be be: (i) an amount equal to amounts due at the time of his termination; and (ii) subject to Executive’s 's compliance with Sections 6, 7, 8 and 9 and subject to Sections 3.7 3.2 and 5.6, liquidated damages in an amount equal to his then current monthly salary (less applicable withholdings) for the twelve (12) month non-competition period set forth in Section 6.3, payable in equal monthly installments. 5.5 5.6 The Company’s 's obligation to provide the payments under Sections 5.2 and 5.4 5.5 is conditioned upon Executive’s 's execution of an enforceable release of all claims against the Company under this Agreement and his compliance with Sections 6, 7, 8 and 9 of this Agreement. If Executive chooses not to execute such a release or fails to comply with these sections, then the Company’s 's obligation to compensate him ceases on the effective termination date except as to amounts due at that time and any amount subsequently due pursuant to the plan described in Section 3.2. 5.6 5.7 Executive is not entitled to receive any compensation or benefits upon his termination except as: (i) set forth in this Agreement; (ii) otherwise required by law; or (iii) otherwise required by any employee benefit plan in which he participates. Nothing in this Agreement, however, is intended to waive or supplant any death, disability, retirement, 401(k) or pension benefits to which he may be entitled under employee benefit plans in which he participates.