Continuing Effectiveness of the KERP the Equity Awards Sample Clauses

Continuing Effectiveness of the KERP the Equity Awards. The Executive and the Company hereby mutually acknowledge and agree that the KERP and the Equity Awards hereby remain in full force and effect, and the Executive shall continue to be entitled to such rights and entitlements, and shall have such rights and obligations, as set forth in the KERP and the Equity Awards; provided, however, that (a) the definitions set forth in Section 1.5 of this Agreement hereby modify and replace the definitions of such terms as set forth in the KERP (as provided in Section 1.5), (b) the provisions for severance benefits upon a termination of the Executive's employment without Cause by the Company or for Good Reason (or without Good Reason, as applicable), in each such case as set forth in Section 2 of this Agreement, hereby modify and replace where otherwise duplicative, those provisions of Sections 4.01 and 4.02 of the KERP as in effect immediately prior to the date hereof, (c) the benefits described in Section 2.3(a)(i), Section 2.4(a)(i) and Section 2.5(a)(i) of this Agreement shall be considered to be a "payment or distribution to or for the benefit of" the Executive under the KERP for purposes of applying Section 4.04 of the KERP, and (d) the provisions of Section 6 of this Agreement hereby modify Sections 6.02 and 6.03 of the KERP, as applicable. For the avoidance of doubt, if the Executive is eligible for severance benefits under Section 2.2, Section 2.3 or Section 2.4 of this Agreement, he shall be entitled to receive such benefits, notwithstanding any provision of the KERP that would otherwise deny him any such benefits.